CONTRACT BETWEEN VIZZAVI ESPAÑA, S.L. and ELEPHANT TALK COMMUNICATIONS HOLDING, AG FOR THE PROVISION OF TECHNICAL AND OPERATIVE SERVICES

 
CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
Exhibit 10.1
CONTRACT BETWEEN
 
VIZZAVI ESPAÑA, S.L.
 
AND
 
ELEPHANT TALK COMMUNICATION HOLDING,
AG
 
FOR THE SUPPLY OF OPERATION AND
TECHNICAL
SERVICES THROUGH A COMPREHENSIVE
TECHNOLOGICAL
PLATFORM
 
20 MAY 2009
 
CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
In Madrid, 20 May
2009
 
ASSEMBLED
 
ON THE ONE PART,
 
XX.
XXXXX XXXXXXXX XXXXXXX, of full legal age and
with address for these purposes at Xxxxxxx xx
Xxxxxx 0, Xxxxxx Xxxxxxxxxxx xx Xx Xxxxxxxx, 00000 Xxxxxxxxxx, Xxxxxx, acting as
proxy in the name and on behalf of the trading corporation
VIZZAVI
ESPAÑA, S.L. (hereinafter,
VIZZAVI), with Tax Identification Code No. X-00000000. He is empowered by virtue
of the power of attorney executed before the Notary of Madrid, Xx. Xxxxxx
Xxxxxxxxx Xxxxx, on 9 October 2008, with number 2440 in his minute of record,
which is duly registered in the Mercantile Register of Madrid, Volume
19,772, Folio 192, Section 8, Page M-272203, 33rd
entry.
 
AND ON THE OTHER,
 
XX. XXXXXX XXXX XXXXX
XXXXX VAN DER VELDEN, of
full legal age and with
address for these purposes at Xxxxxxxxxxxxx 000, XX-0000 Xxxxx, Xxxxxxxxxxx,
acting as proxy in the name
and on behalf of the trading corporation ELEPHANT TALK COMMUNICATION
HOLDING, A.G. (hereinafter,
ELEPHANT TALK), with
registration number CH 270.3.013.519-0, which representation he holds by virtue
of the powers granted on 17
May 2009 by a resolution of the Company.
 
Both Parties appearing declare that they
have sufficient legal capacity to enter into a contract and bind themselves, both
personally and in the capacity and representation in which they intervene, which they
mutually recognize and undertake not to challenge, and, with their mutual
consent
 
CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
THEY DECLARE
 
                I.

                That VIZZAVI is a
      company authorized by the sectorial telecommunications legislation to
      provide complete Virtual Mobile Operator (VMO) electronic communications
      services by virtue of a Resolution of the Telecommunications Market Commission
      dated 18 August 2008.

                II.

                That ELEPHANT
      TALK is an international provider of electronic communications
      services for Virtual Mobile Operators through the rendering of
      operation and
      technical support services over technological
      platforms.

                III.

                That VIZZAVI, in
      the development of its electronic communications activity, is interested in
      hiring from ELEPHANT TALK and ELEPHANT TALK is interested in
      providing to VIZZAVI certain operation and technical support services over a
      comprehensive technological platform in the terms and conditions
      established in this Contract and the Annexes
  hereto.

                IV.

                That by virtue of
      what is set down in the foregoing declarations, the Parties have reached an
      agreement which they formalize in accordance with the following

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
CLAUSES
 
                1.

                OBJECT OF THE
      CONTRACT

                1..1  

                The object of
      this Contract is the rendering by ELEPHANT TALK to VIZZAVI of the
      operation
      and technical support services (hereinafter, “the services”) described in
      Annexes A, B1,
      B2, C, D and E of this Contract, in the terms and conditions established
      in this document and its Annexes (hereinafter, referred to jointly as “the
      Contract”).

                1.2 

                The services
      shall be rendered by ELEPHANT TALK to VIZZAVI over the technological
      platform described in Annex C of this
  Contract.

                1.3 

                This Contract is
      of an exclusive nature, pursuant to the provisions of the following
      clauses:

      1.3.1

                ELEPHANT TALK may not render in
      Spain the operation and technical support services under this
      Contract either directly or indirectly to any operator other than VIZZAVI (with or
      without its own telecommunications network) that is a direct or indirect
      competitor of VIZZAVI in the Spanish electronic communications market, within a
      *** counting from the Contract’s
      execution, as per the
      obligations laid down in Clause 3.3, except with the express authorization of
      VIZZAVI.

                        1.3.2

                Likewise, XXXXXXX may not contract
      the operation and technical support services that are the object of
      this Contract with any other comprehensive technological platform other than
      ELEPHANT TALK, whilst ELEPHANT TALK is not authorized to render
      such services to other operators within the framework of what is established
      in Clause 1.3.1 and in accordance with the obligation laid down in Clause
      3.6, except with the express authorization of ELEPHANT
    TALK.

                1.4

                The numbering, codes and other
      technical parameters allocated to VIZZAVI by the competent bodies (MSISDN, IMSI,
      short numbering codes, ICC, etc.) and which, as and when applicable, are managed
      by ELEPHANT TALK in the performance of this Contract, shall remain under
      the control of
VIZZAVI.

                2.

                STRUCTURE
      OF THE CONTRACT 2

                2.1

                This Contract is structured in accordance with
      the following schematic:

                           2.1.1  

                Main Body:
      It
      includes the Contract’s essential principles and the elements that
      regulate the relations between the
  Parties.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
      2.1.2  

                Annex A –
      Services for the End Customers of the Virtual Mobile Operators
      (VMOs) of VIZZAVI

                        2.1.3 

                Annex B1 –
      Support Services for the Virtual Mobile Operators (VMOs) of VIZZAVI

                          2.1.4

                  Annex B2
      – Support Services for VIZZAVI
operations
                
                          2.1.5 

                  Annex C
      – Technical Annex
                
                          2.1.6 

                  Annex D
      – Economic Terms and
Conditions
                
                          2.1.7 

                  Annex E
      – Capabilities and Undertakings relating to Project
      Management
                
                          2.1.8 

                  Annex F
      – Communications and Official Contact
List
                
                          2.1.9 

                  Annex G
      – Data Protection
                
                          2.1.10 

                  Annex H
      – Security and Fraud
                
                          2.1.11 

                  Annex I
      – Ethical Purchases
                
                          2.1.12 

                  Annex J
      – General Health & Risk-Prevention
  Conditions
                
                          2.1.13 

                  Xxxxx X
      – Requirements for Compliance with the Xxxxxxxx-Xxxxx
    Rules
                
                          2.1.14 

                  Annex L
      – Certificates
                
2.1.14.1 Fiscal
Certificate
2.1.14.2 Labour
Certificate
2.1.14.3 Copy of Insurance
Policy
 
                          2.1.15 

                  Annex M
      – Definitions 2.1.16 Annex N –
      Environment
                
                2.2

                The Annexes may have their own
      associated Appendices, if so decided with the mutual consent of the
      Parties.

                  2.3

                  Both Parties explicitly
      acknowledge that all the elements comprising this Contract have the same
      status.

                    2.4

                    Each one of the Annexes and Appendices, when
      applicable, as well as any future updates or additions which the
      Parties may agree to incorporate into this Contract, suitably signed by both Parties,
      shall form an integral part thereof. The rights and obligations deriving therefrom
      shall be exercisable or enforceable from the date it is signed, except in the case of an
      agreement to the contrary on the validity
date.
                  
                  3.
    
                  ESSENTIAL OBLIGATIONS OF THE
      CONTRACT

The Parties explicitly acknowledge the
essential nature of the following obligations within the framework of this
Contract:
 
CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
A. Obligations of ELEPHANT
TALK:
 
                  3.1

                  Rendering of the services that are
      the object of the Contract by ELEPHANT TALK in the terms and conditions
      established in the Contract.

                    3.2

                    Likewise, ELEPHANT TALK accepts
      the following obligations:

      3.2.1

                Guarantee that the rendering of
      the services under this Contract shall be carried out in accordance with
      the technologies and modalities currently in existence and working, which shall be
      suitably maintained and upgraded on the basis of the mobile electronic
      communications market’s development. In this connection, ELEPHANT TALK
      guarantees the adequate upgrading of the functionalities, services,
      platform architectures and technologies available in the telecommunications market at any
      given moment, as per the roadmap which both Parties will keep updated in
      order to guarantee their dimensioning in accordance with the growth in the
      VIZZAVI services. The roadmap will be designed and kept updated on the
      basis of independent benchmarking, reflecting the existing
      developments in the market.

       3.2.2

                Undertaking to make available to
      VIZZAVI access to future technologies and technological innovations that may
      appear in the telecommunications market, always provided that a prior
      request has been made, and that the aforesaid technologies and innovations are
      within the scope of ELEPHANT
TALK.

ELEPHANT TALK must notify and make
available to VIZZAVI, sufficiently in advance for VIZZAVI to be able to
offer it in the market, the implementation of any new functionality whether
deriving from a new project or technology or the consequence of the existing
functionalities’ evolution, within the mobile telecommunications
environment.
 
        3.2.3

                Guarantee of the adequate updating
      of commercial conditions, as regards both the services that are the object
      of this Contract and any new services that may arise, based on the needs
      expressed by VIZZAVI to keep itself competitive in the market in which it conducts
      its activities. The economic terms and conditions for the development of
      new services not included in the object of the Contract, as established in
      Annexes A, B, C, D and E, shall be established in accordance with the provisions of
      Annex D.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
      3.2.4

                Guarantee of adequate maintenance
      of the commercial structure and prices, as described in detail in Annex D, in
      the cases contemplated in 3.2.1 and
  3.2.2.

                  3.3

                  Not to render, either directly or indirectly,
      the operation and technical support services under this Contract to any
      operator other than VIZZAVI (with or without its own telecommunications network) that
      is a direct or indirect competitor of VIZZAVI in the Spanish mobile electronic
      communications market, within a *** term counting from the Contract’s execution,
      except with the express authorization of
  VIZZAVI.
                
B. Obligations of
VIZZAVI:
 
                  3.4

                  To make the payments owed by virtue of this
      Contract in the terms and conditions of Clause 13 and Annex D relating to
      the economic terms and
conditions.
                
                  3.5

                  Fulfillment in good faith of its obligations to
      provide maximum support to ELEPHANT TALK in this Contract’s
      application and
performance.
                
                  3.6

                  Obligation of VIZZAVI, pursuant to the
      provisions of Clause 1.3.2, not to contract the operation and technical support
      services under this Contract with any other comprehensive technological
      platform different to ELEPHANT TALK, except with the express authorization of ELEPHANT
      TALK.
                
                  4.
    
                  VALIDITY
                
                  4.1

                  This Contract shall enter
      into force on the date it is signed and shall remain in force for a 5-year term. This Contract shall
      be automatically renewed for successive terms of two (2) years as from the
      completion of the initial term and/or that of its renewals, except when either of the Parties
      notifies the other in writing of its intention to the contrary, at least ***in advance of the conclusion of
      the term that is in force.

                  4.2

                  In the event that ELEPHANT TALK decides not to
      renew this Contract, the provisions of Clause 6.4 shall
      apply.
                
                  4.3

                  Without prejudice to the Contract’s validity date, the
      Parties agree that the effective rendering of the services
      contemplated in Annexes A and B shall abide by the implantation schedule described in
      Annex E

                  4.4

                  The commercial launch date may not be later than 1 June
      2009, except when any of the circumstances provided for in
      Annex E relating to fulfillment of the implantation schedule
      exist.

                  4.5

                  The Parties agree
      to expressly exclude the possibility of early discharge, with the exception of the cases provided
      for in Clause 6. If either of the Parties, infringing the provisions of
      this Contract, were to request the Contract’s early discharge in a
      situation other than
      those established therein and without the other Party’s agreement, the
      penalties indicated
      in Clause 7.1 shall apply.
                
CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
                4.6

                Once two years have elapsed since
      the Contract’s initial validity, both Parties undertake to study and evaluate new
      formulae for their joint co-operation.
      Nevertheless, at the request of either of the Parties
      and always with their mutual consent, it shall be possible for new formulae for their joint
      co-operation to be studied and evaluated within a shorter term than that established
      above.

                  5.
    
                  CONTRACT REVIEW AND
AMENDMENT
                
                    5.1

                    In the event that one of the cases described
      below were to arise, the Parties are hereby legitimized to request, in
      writing, the opening of negotiations that, as and when applicable, shall give rise to the
      review and amendment of the affected points of the Contract, subject to the agreement
      of the Parties:
                  
                5.1.1 ***

                5.1.2 ***

                5.1.3 ***

                5.1.4 ***

                5.2

                The negotiations for the
      Contract’s review and/or amendment must comply with thefollowing
      rules:

      5.2.1

                  The Parties undertake to negotiate in good
    faith.
                
      5.2.2

                The Parties undertake to mutually
      make available all the essential information for the development of the
      negotiations, under the confidentiality obligation established in Clause
      9.

      5.2.3

                During the course of the
      negotiation process for the Contract’s review, it shall be understood that the validity
      thereof has been provisionally renewed, except in the case of an agreement of the
      Parties to the contrary.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
  
                  6.
    
                  CONTRACT TERMINATION AND
      CONSEQUENCES

                6.1

                The Contract shall terminate for
      the general causes accepted in Law and, in particular, for the following
      causes:

        6.1.1

                With the mutual consent of the
      Parties, expressly indicated in writing and with the setting of the Contract’s
      termination date.

      6.1.2

                Due to the termination of the
      initial validity period or of the tacit renewal, as established in Clause 4.1, always
      provided that one of the Parties notifies the other in writing of its intention
      to exclude the Contract’s renewal, a minimum of ***in advance of that
      date.

                        6.1.3

                Due to the revocation,
      cancellation or modification, by the Authorities, of the legal authorization held by
      XXXXXXX when, in this latter case, fulfilment of the obligations laid down in this
      Contract is prevented. Both Parties shall do their utmost to avoid this
      situation.

      6.1.4

                Due to the entry in the body of
      shareholders of ELEPHANT TALK of a direct competitor of VIZZAVI or of the
      VIZZAVI Group in the mobile electronic communications market, whenever
      such acquisition of shares involves (i) the taking of control by the direct
      competitor of ELEPHANT TALK in the sense of Article 42 of Spain’s Commercial
      Code; or (ii) the appointment of at least one Director on the Board of Directors
      of ELEPHANT TALK.

                         6.1.5

                Due to the entry in the body of
      shareholders of ELEPHANT TALK of a company that in the *** following entry becomes a direct
      competitor of VIZZAVI
      or of the VIZZAVI Group in the Spanish mobile electronic communications market, whenever
      such acquisition of shares involves (i) the taking of control by the direct
      competitor of ELEPHANT TALK in the sense of Article 42 of Spain’s Commercial
      Code; or (ii) the appointment of at least one Director on the Board of Directors
      of ELEPHANT TALK.

For the purpose of Clauses 6.1.4 and
6.1.5, ELEPHANT TALK undertakes to communicate to VIZZAVI whatsoever
acquisition of shares on the part of a direct competitor of VIZZAVI or of its
Group, at the moment such acquisition takes place or the moment at which it
has knowledge thereof and is authorized to make such
communication.
 
                        6.1.6

                Likewise, due to the entry of
      ELEPHANT TALK in the body of shareholders of a competitor of VIZZAVI or of
      its Group in the Spanish mobile electronic communications market, whenever
      such acquisition has the same consequences as those described in Clauses
      6.1.4 and 6.1.5 above.

                  6.2      

                  ELEPHANT TALK may seek the
      unilateral discharge of Contract through an express and written communication in the
      following case:

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
                       6.2.1

                Whenever XXXXXXX fails to
      fulfill any of its essential obligations
      contained therein and always provided that such non-fulfillment is not
      remedied by VIZZAVI
      within a ***term as from the notification
      requesting remedy.

                6.3

                VIZZAVI may seek the Contract’s
      unilateral discharge by means of an express and written communication in the
      following cases:

      6.3.1.

                Whenever ELEPHANT TALK fails to
      fulfill any of the Contract’s essential obligations established in Clause
      3 thereof.

In the event of non-fulfillment on the part of ELEPHANT TALK of the
obligations laid down in
Clause 3.2, discharge may be made effective by VIZZAVI whenever ELEPHANT TALK fails to
remedy such non-fulfillment within a *** term as from the notification requesting
remedy.
 
      6.3.2

                In the case of repeated
      non-fulfillment of the operation and quality indications established in Annexes A, B, C and
      E.

       6.3.3

                In the event that ELEPHANT TALK
      decides to contract the wholesale access services in Spain with an
      operator other than VIZZAVI or the Group to which the latter belongs for the
      rendering of mobile telephony services to its clients under the VMO model.
      At any event, ELEPHANT TALK shall communicate its intention to VIZZAVI,
      *** in advance
      thereof.

                6.4

                The Contract’s termination for
      whatsoever cause shall not necessarily involve theimmediate cessation of the
      rendering of the ELEPHANT TALK services to VIZZAVI and the latter may request
      ELEPHANT TALK to continue with the rendering thereof. ELEPHANT TALK shall
      guarantee the continuity of the rendering of the services in the same
      conditions as those in which they were being rendered up to termination,
      always provided that
      such conditions comply with what has been agreed in the Contract, during
      a minimum term of
      *** after the Contract’s termination
      or at any event
      during the time that may be necessary for VIZZAVI to reach a similar
      agreement to this one
      and to satisfactorily migrate all the services to the new platform, and
      the platform remains
      stable, understanding by such the criterion that the Technology
      Department of VIZZAVI
      may establish. Similarly, ELEPHANT TALK shall guarantee complete transparency and the
      necessary technical support so that migration takes place with maximum speed and least
      impact on the activity of VIZZAVI. During this period, ELEPHANT TALK shall be authorized
      to render its services to operators other than VIZZAVI.

                6.5

                The Contract’s termination due to
      the elapsing of the initially agreed 5-year term or any of its renewals shall not involve
      the immediate cessation of the rendering of the ELEPHANT TALK services to VIZZAVI
      in respect of those VIZZAVI customers which, at the moment of
      termination, have been incorporated into the comprehensive technological platform for a term
      of less than ***. The rendering of the
      ELEPHANT TALK
      services to VIZZAVI in the terms and conditions of this Contract
      shall apply in
      respect of each customer during the term that remains up to the
      ***term’s
      completion.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
                  6.6

                  At any event, the Contract’s discharge for any
      of the causes provided for in this Clause shall not represent the waiver by
      either of the Parties of the exercise of the actions that may correspond to them by Law and
      shall not release the Parties from fulfilment of their outstanding
      obligations.
                
                  6.7

                  The obligations contained in the Clauses
      indicated below shall remain in force after the Contract’s termination for a
      5-year term: Clause 9 (Confidentiality) and Clause 11 (Applicable Legislation and
      Binding Settlement of
Disputes).
                
                  7.
      
                  PENALTY CLAUSE FOR EARLY
DISCHARGE
                
                  7.1

                  Within the framework of Clauses 6.1.4, 6.1.5,
      6.1.6, 6.2 and 6.3, which grant the right to the Party not causing the
      situation described to seek unilateral discharge of Contract, and without prejudice to the
      compensation for damages and losses to which it may give rise, as a
      penalty clause expressly convened between the Parties, the following
      penalties are established for the cases described
      below:
                
      7.1.1

                In the cases provided for in
      Clauses 6.1.4, 6.1.5, 6.1.6 and 6.3, should it be VIZZAVI which exercises the right to
      unilateral discharge of contract on the grounds of the existence of any of the
      circumstances established as a cause for discharge of contract by
      a unilateral
      resolution in its favour, ELEPHANT TALK shall pay VIZZAVI the corresponding amount as
      established in the following
table:

                S < ***
 
                ***

                €

                *** =

                S <

                ***
 
                ***

                €

                *** =

                S <

                ***
 
                ***

                €

                ***=

                S <

                ***
 
                ***

                €

                    S = ***
 
                ***

                €

The Parties agree that the total number
of services in the platform (S) shall be the average of the *** of the last ***.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
                         7.1.2

                In the case provided for in Clause
      6.2, if it is ELEPHANT TALK which exercises the right to unilateral
      discharge of contract, on the grounds of the existence of any of the
      circumstances established as a cause for discharge of contract by a unilateral
      resolution in its favour, XXXXXXX must pay ELEPHANT TALK, as a penalty, an
      amount equivalent to that which ELEPHANT TALK has invoiced to
      VIZZAVI during the ***immediately prior to the exercise
      of the unilateral discharge right, up to a limit equivalent to the applicable
      penalty as per Clause 7.1.1 for the corresponding number of services ***.

                8.
      
                ECONOMIC LIMIT OF THE PARTIES’
      LIABILITY IN THE CONTRACT’S
      PERFORMANCE

                  8.1 

                  Each Party shall be responsible for the
      adequate fulfilment of its obligations under thisContract, subject, in respect of
      possible claims lodged by one Party against the other, to the following
      limits:
                
       8.1.1

                There shall be no limitation on
      their liability other than that which applies pursuant to Spanish legislation in
      respect of losses that, being due to actions or omissions, comprise: losses
      produced by the infringement of industrial or intellectual property rights;
      injuries caused to persons; damage caused to material goods; or losses caused
      by wilful intent.

       8.1.2

                Outside the aforementioned cases,
      in respect of losses caused by serious negligence in actions or
      omissions, the responsible Party shall be answerable up to a maximum limit of *** euros (*** €) in respect of consequential damages, loss of
      earnings, loss of profits and/or loss of
  data.

       8.1.3

                Outside the aforementioned cases,
      in respect of losses caused by ordinary negligence in actions or
      omissions, the responsible Party shall be answerable up to a limit of *** euros (***€).

       8.1.4

                One Party shall be liable before
      the other for the losses caused (particularly for the loss of logs, data or any
      other information) due exclusively to the latter’s non-fulfilment of the obligations
      accepted by it by virtue of this
  Contract.

                8.2 

                The Parties shall not be
      responsible for the delay, fault in the execution or any other non-fulfilment of any of their
      contractual obligations when such delay, fault in the execution or non-fulfilment is due
      to the existence of a cause of force
  majeure.

The Party invoking the partial or
complete impossibility of the Contract’s performance for a cause of force majeure
must inform the other Party, as quickly as possible and by whatsoever means, the
nature, cause, scope and estimated duration of the event. For the time that the
event and the effects arising therefrom last, the Parties shall act and co-ordinate in
good faith their efforts with a view to adopting as many measures as may be necessary and
essential to alleviate and/or overcome them.
 
The Parties’ contractual undertakings
and obligations shall be suspended if the event of force majeure and its effects
cannot be alleviated, remedied and/or overcome within the seven days following
that on which it was notified. Nevertheless, if the situation caused by
force majeure were to continue after one month has elapsed since the event was
notified, the Contract shall be lawfully terminated without giving rise to
compensation of whatsoever type in favour of either of the
Parties.
 
CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
                    8.3

                    ELEPHANT TALK shall keep VIZZAVI free from all
      responsibility and claim that any third party may file against
      the latter by virtue of this Contract’s performance. To this end, whatsoever claim made
      against VIZZAVI for this reason shall be notified immediately to ELEPHANT
      TALK so that it can appear in the claim as necessary and/or voluntary
      passive joint litigant, together with a lawyer representing its position, against the claim,
      without this representing on the part of XXXXXXX abandonment of the right to defend
      itself in each proceeding, for as long as it continues to appear as the
      defendant, co-defendant, passive joint litigant or third party in the
      action.
                  
                  8.4 

                  Under no circumstances shall the liability
      deriving from the application of Clauses 8.1.2 and 8.1.3 exceed the limit
      of ***euros (***€) for each *** term of the
      Contract.
                
                  9.
      
                  CONFIDENTIALITY
                
                  9.1 

                  Neither VIZZAVI nor ELEPHANT TALK may disclose
      to third parties, without the prior express and written
      consent of the other Party, any information relating to the content of this Contract or
      relating to the other Party or the relations of the other Party with its own customers, to
      which it may have access as a consequence of this Contract, undertaking to treat
      such information confidentially. The confidentiality obligation established in this
      Clause shall remain in force during the Contract’s performance and once it has
      terminated.
                
                  9.2
      
                  DEFINITIONS
                
      9.2.1 

                For the purpose of this Contract,
      the following expressions shall be interpreted as per the definitions that appear
      after them, as follows:

                - “Own Information”: As an example
      but by no means limited thereto, the following shall be deemed to be
      “Own Information”: discoveries, concepts, ideas, know-how, techniques,
      designs, drawings, drafts, diagrams, models, samples, databases of all
      types, and any technical, financial or commercial information of either of the
      Parties.

                   “Source”: Either of the Parties
      shall be deemed to be the “Source” whenever, within the terms of this
      Contract, it is the one which supplies the Own
      Information.

                - “Addressee”: Either of the
      Parties shall be deemed to be the “Addressee” whenever, within the terms of this
      Contract, it is the one which receives the Own Information from the other
      Party.

                  9.3
      
                  OWN INFORMATION
                
      9.3.1

                The Parties agree that any
      information relating to financial, commercial, technical and/or industrial
      aspects of either one of them or of their respective businesses supplied
      to the other Party as a consequence of the agreements they may reach (regardless of whether
      or not such transfer is verbal, written, on magnetic support or any other
      computerized mechanism, graphic or of any other type) shall be deemed to be
      confidential information and shall be treated pursuant to the provisions of this
      document. For the purpose of this Contract, such information and its copies
      and/or reproductions shall be deemed to be “Own
      Information”.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
                  9.4

                  EXCLUSION FROM THIS
CONTRACT
                
      9.4.1

                The following information shall
      not be deemed to be Own Information and neither shall it be treated as
      such:

                i)

                When it is public knowledge at the
      moment of the supply to the Addressee or, when the supply has been made,
      it achieves such condition without the Addressee having infringed the
      provisions of this Contract.

                ii)

                When it can be demonstrated by the
      Addressee, through its archives, that it was in its possession through
      legitimate means prior to the information being supplied by the Source,
      without any confidentiality agreement being in force at that
      moment.

                iii)

                When it has been widely disclosed
      without any limitation by its legitimate
  creator.

                iv)

                When it was created completely and
      independently by the Addressee, with the latter being able to
      demonstrate this fact through its
  archives.

                  9.5

                  CUSTODY AND
NON-DISCLOSURE
                
      9.5.1

                The Parties shall treat as
      confidential the other Party’s Own Information that may be supplied to them and agree
      to its strict safeguard and custody and not to disclose or supply it, whether
      partially or in full, to whatsoever third party (with the exception of the companies in
      the Group to which XXXXXXX belongs) without the prior express and
      written consent of the Source. Such consent shall not be necessary when the
      obligation to supply or disclose the Source’s Own Information by the Addressee is
      imposed by Law, a firm legal Judgment, arbitration award or firm
      Administrative decision.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
       9.5.2

                This Contract does not authorize
      either of the Parties to demand from the other the supply of information and any
      such obtainment of information from or about the Source by the Addressee
      shall be received by the latter with the prior consent of the
      former.

      9.5.3

                All consequences deriving from the
      negligent custody and/or willful or negligent disclosure of the Own Information,
      consequent information or a consequence of the Own Information or consequent
      information or a consequence of the Contract shall be deemed to be an
      act of unfair competition, without exclusion of the definition thereof as a
      crime that may be made in any applicable legislation, including a criminal
      wrong.

                  9.6

                  OWN INFORMATION
      SUPPORT

      9.6.1

                All or part of the Own
      Information, papers, books, accounts, recordings, lists of customers and/or partners, computer
      programs, procedures,
      documents of all types or technology, the supply of
      which is made under the condition of Own Information, regardless of the
      support in which it is contained, shall be treated as secret, confidential and
      restricted.

                  9.7 

                  OWN INFORMATION DESTINATION
                
      9.7.1

                It shall be possible for the Own
      Information to be made known by the Addressee to its managers and/or
      employees, without prejudice to the Addressee adopting all the
      necessary measures for the true and exact fulfillment of this Contract, having the
      obligation of informing the one and the other of the confidential, secret and
      restricted nature of the information it is making known, and of the
      existence of this Contract.

                         9.7.2

                Likewise, the right of VIZZAVI to
      make available the Own Information it receives from the Source to the
      companies in the Group to which VIZZAVI belongs is hereby recognized, with
      such companies being subject to the confidentiality and secrecy
      obligations in the terms and conditions of this Contract.

      9.7.3

                The Addressee must give its
      managers and/or employees all the guidelines and instructions it may consider
      appropriate or advisable for the purpose of safeguarding the confidential,
      secret and restricted nature of the Source’s Own
      Information.

      9.7.4

                Without prejudice to the
      provisions of the foregoing paragraphs, each Party shall be responsible not only for
      the conduct of its managers and/or employees but also for the consequences that
      may result pursuant to the provisions of this
    Contract.

                  9.8
                  RESPONSIBILITY IN THE CUSTODY OF THE OWN
    INFORMATION
                
      9.8.1

                The addressee shall be responsible
      for the custody of the Own Information and as many copies as it may have
      thereof supplied by the Source, for the
  purpose

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
of its treatment as confidential, secret
and restricted, having the obligation of returning the Own Information and copies
thereof to the Source upon termination of their commercial
relations, or earlier, when so requested by the Source.
 
                10.

                CONTRACT
      ASSIGNMENT

                       10.1

                ELEPHANT TALK may not assign the
      rights and obligations under this Contract, either partially or in full, without the
      prior express and written consent of VIZZAVI. The foregoing
      notwithstanding, either of the Parties shall be able to partially or fully
      assign the rights or
      obligations under this Contract to any company pertaining to its corporate
      Group in the sense laid down in Article 42 of the Commercial Code, without
      having to pay any
      additional amount
whatsoever.

                       10.2

                At any event, whenever consent to
      assignment is granted by the non-assigning Party, the assigning Party shall be jointly
      and severally responsible, with the assignee, for the obligations assumed by virtue of
      this Contract.

      10.3

                The economic and all other rights
      generated or that may be generated by this Contract may not be encumbered with rights
      thereon in favour of third parties without the prior express and written consent of
      VIZZAVI, which may not be withheld in an unjustified way.

                11.

                APPLICABLE LEGISLATION AND BINDING
      SETTLEMENT OF DISPUTES

         11.1

                  This Contract is subject to the Laws of the Kingdom of
      Spain.
                
                       11.2

                This Contract shall be signed in
      Spanish and in English. In the event of a discrepancy on the Contract’s interpretation,
      amendment or performance, the Parties agree that the Spanish version shall prevail. At
      any event, the Parties undertake to use their best endeavours to settle such
      discrepancy, avoiding as far as is possible having to resort to
      litigation.

                       11.3

                For the settlement of whatsoever
      dispute relating to this Contract’s interpretation and fulfilment, both
      Parties abide by the jurisdiction of the Courts and Tribunals of the city
      of
      Madrid.

                12.

                RESPONSIBILITY OF ELEPHANT TALK IN
      THE CONTRACT’S PERFORMANCE

                  12.1

                  SERVICE QUALITY LEVELS AND
COVERAGE
                
      12.1.1

                ELEPHANT TALK guarantees to
      VIZZAVI that the quality of the service offered shall maintain the service
      levels described in Annexes A, B, C and
  E.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
                                12.1.2 

                ELEPHANT TALK shall adequately
      dimension the infrastructure and resources made available to VIZZAVI for the
      rendering and economic valuation of the services included in the Contract,
      in accordance with the necessary traffic and network planning forecasts
      made available through the mechanisms which the Parties shall establish for the
      Contract’s correct working. VIZZAVI shall provide ELEPHANT TALK with
      forecasts on traffic and number of services a minimum of three months in
      advance. ELEPHANT TALK undertakes to dimension the human and material
      resources in accordance with these forecasts so as to guarantee the agreed
      service levels, always provided that the real traffic volumes and/or number of services
      are kept within deviations of up to ***% with respect to the forecast.
      Above that value, ELEPHANT TALK undertakes to use its best endeavours to
      maintain the agreed service
levels.

      12.1.3 

                ELEPHANT TALK shall manage the
      complete performance of this Contract. For this, ELEPHANT TALK shall act
      diligently in the performance of the Contract’s object, procuring the
      supply, execution and completion of the whole in the agreed terms and
      conditions, rendering such services either directly or through
      subcontracts with the individuals or bodies corporate that effectively
      render such services.
      The contractors selected by ELEPHANT TALK must be duly authorized and qualified for
      conducting such functions and under no circumstances must VIZZAVI be
      affected by whatsoever responsibility or liability resulting from such
      election, lack of performance or negligence in the fulfilment of the obligations
      assumed by ELEPHANT TALK or the subcontractors chosen by
      it.

      12.1.4

                  Quality in the Contract’s
Performance
                
12.1.4.1 ELEPHANT TALK undertakes to
make available all the technical, human, material and economic resources
that may be required for fulfilling the object of this Contract. It shall be
responsible for obtaining all the necessary licences, permits and authorizations
for fulfilling the object of this Contract and for their adaptation to the contracted
purpose.
 
12.1.4.2 The Parties accept that, in the
rendering of some of the services under this Contract, the prevailing
legislation may require that some of them have to be carried out through third parties
other than ELEPHANT TALK.
 
12.1.4.3 ELEPHANT TALK assumes the
guarantee of fulfilment of the administrative, employment and tax
requirements and obligations associated with the performance of this Contract,
whether carried out directly or through subcontracted third
parties.
 
12.1.4.4 In any circumstance and at any
moment, XXXXXXX may require from ELEPHANT TALK the adaptation of the
Contract’s object to the legislation on personal and material safety and
security as imposed by the applicable legislation and the replacement of the
defective object should it not be adequate for the contracted purpose, as per the
technical specifications, at no additional cost.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
                  12.2 .
      
                  CASES OF DISCONNECTION OF
      SERVICE

VIZZAVI may disconnect its network from
the service provided by ELEPHANT TALK in the cases described below
without this being taken as non-fulfillment of any of its
obligations:
 
           12.2.1 

                Whenever the safety and integrity
      of its network is in such danger that this could seriously affect its
      working.

           12.2.2 

                  Whenever people’s integrity is at
  risk.
                
         12.2.3 

                In those cases in which
      interoperability of the services of VIZZAVI or of its customers is endangered to the
      extent that the rendering thereof is seriously affected.

         12.2.4 

                In the event of a serious
      infringement of the regulations relating to the secrecy of communications and the right to
      honour, privacy and protection of data of a personal nature, with serious
      violation of third-party
rights.

        12.2.5 

                Whenever, with the existence of
      any of the causes of discharge of Contract established in Clause 6, the
      nature thereof makes it essential to disconnect the service or a part thereof, prior
      to the services’ final cessation during the Transition
      Period.

                  13.   

                  MONETARYCONSIDERATIONS
                
                13.1
      
                Prices of the Services under the
      Contract

      13.1.1 

                  The invoicing prices and conditions applicable to the
      services under this Contract are established in Annex
      D “Economic Terms and
Conditions”.
                
      13.1.2 

                All the prices and terms and
      conditions of an economic content included in this Contract and its Annexes are given
      without including VAT or other indirect taxes.

                  13.2
      
                  Taxes
                
                          13.2.1 

                All present or future taxes of
      whatsoever type that may be incurred as a consequence of this Contract’s
      execution and performance shall be settled by the Parties in accordance with the
      Law.

                14.

                SECRECY OF COMMUNICATIONS AND
      PERSONAL DATA PROTECTION

                14.1

                At all times
      ELEPHANT TALK shall guarantee the Secrecy of the Communications to
      which it may have
      access during the rendering of the services under this Contract, as
      per the provisions of
      the applicable Spanish regulations in force at any given
      moment.

                14.2

                For the rendering of the services
      under this Contract, ELEPHANT TALK shall have access to the personal data
      contained in the files of VIZZAVI; consequently, such data may only be processed in
      accordance with the provisions of Annex G. At any event, ELEPHANT TALK undertakes to abide
      by all the provisions that may apply on the subject and, in particular, those
      of Spain’s Organic Law 15/1999 of 13 December 1999 of the Protection of Personal Data
      (hereinafter, “LOPD”) and other regulations for its application in force at any given
      moment.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
                15.
      
                SAFEGUARDING OF INTELLECTUAL AND
      INDUSTRIAL PROPERTY
      RIGHTS AND THE PARTIES’
RIGHTS

                15.1

                “Intellectual and Industrial
      Property Rights” (hereinafter, “IPR”) shall be deemed to xxxxx the intellectual and
      industrial property rights (including, without limitation, all rights of
      an economic or personal type, such as copyright) that are recognized at
      this moment or in the
      future by Spanish intellectual or industrial property legislation or the
      laws of any
      jurisdiction applicable to the case, including, without limitation, all
      inventions (and, of them, the inventions implemented in the IT sector with
      or without patent), patents, “utility models”, industrial
      designs, semiconductor topography rights, trade-marks and service marks, whether registered
      or unregistered, reproduction rights, logos, presentation names and commercial
      names, know-how (but only to the extent that the foregoing can confer a legal
      protection or licence under the pertinent applicable legislation), domain names and
      goodwill associated with all of them, including in each case the capacity (should it
      exist) (i) to apply for whatsoever registration whether necessary or simply appropriate
      for obtaining or protecting such rights in any part of the world and any register thereof,
      and (ii) to claim whatsoever compensation or any other remedy for the infringement of
      such rights. IPR shall include, without limitation, all the intellectual and industrial
      property rights registered with an official register in any part
      of the world and the
      applications for registration and the concession rights thereof and
      any right or form of
      protection of a similar nature throughout the
  world.

                15.2

                The Parties shall maintain all the
      rights over their respective names, logos, marks, databases and/or any other goods
      protected by the prevailing rules on the subject of IPR. Likewise, the Parties shall
      maintain all the rights over their respective patents, “utility models”,
      industrial designs, databases and/or any other goods protected by the
      IPR.

                15.3

                ELEPHANT TALK shall only be able
      to use the IPR of VIZZAVI (or of the companies in the Group to which it belongs)
      in the terms and conditions for which the latter authorizes such use and,
      at any event, such authorization shall refer strictly to the development
      of the activity under this Contract. In the event of a modification, and
      at the request of
      VIZZAVI, ELEPHANT TALK has the obligation of permanently and immediately updating, eliminating
      or replacing the IPR of VIZZAVI or of the companies in the Group to which it
      belongs.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
XXXXXXX may only use the IPR of ELEPHANT
TALK (or of the companies in the Group to which it belongs) in the terms and
conditions for which the latter authorizes such use and, at any event, such
authorization shall refer strictly to the development of the activity under this Contract. In the
event of a modification, and at the request of ELEPHANT TALK, XXXXXXX has the
obligation of permanently and immediately updating, eliminating or replacing the
IPR of ELEPHANT TALK or of the companies in the Group to which it
belongs.
 
                15.4

                The Parties may not make use of or
      possess marks, domain names or other IPR rights that can be confused with the
      industrial property rights which the other Party or other companies in the Group to which it
      belongs exploit in the placing on the market of their products and services. The Parties
      may only use the other Party’s IPR for the purpose of carrying out the object of this
      Contract, having the obligation of using their own name in all their other
      activities.

                15.5

                In particular, the ownership and
      all the IPR over the software, operating manuals, designs, distinctive signs and
      associated documentation, supplied or made available to VIZZAVI by ELEPHANT TALK as part
      of the Service or developed within another scope that are the property of
      ELEPHANT TALK shall continue to be the full property of ELEPHANT TALK or of the owner
      thereof. Whenever software, owned by ELEPHANT TALK or third parties, is
      supplied to VIZZAVI or its customers together with any of the Services,
      ELEPHANT TALK shall grant VIZZAVI or its customers a non-exclusive and
      non-transferrable licence (except for the companies in the Group to
      which they belong
      that operate in the Spanish mobile electronic communications market) to use, store, develop,
      reproduce and distribute that software solely in connection with those Services.
      Likewise, XXXXXXX shall also be allowed to make a reasonable number of
      backup copies thereof.

                15.6

                Except in the case of an agreement
      to the contrary between the Parties, the new IPR developments carried out
      exclusively for VIZZAVI, which are requested through the corresponding document for the
      special project relating to the Services under the Contract, shall be the exclusive
      property of VIZZAVI. The foregoing notwithstanding, without prejudice to the Parties
      convening other conditions, VIZZAVI shall grant to ELEPHANT TALK a
      non-exclusive and non-transferrable usage licence, which cannot
      be sub-licensed, for
      the new IPR developments and solely for the rendering of the Services.

                15.7

                VIZZAVI undertakes to transfer to
      its customers the need to sign the agreements that the owner of the IRP may
      reasonably request in relation to any material provided by ELEPHANT TALK in the Contract’s
      performance, when so
required.

                15.8

                Whatsoever inclusion of the object
      of this Contract or the performance thereof in an advertising or promotional
      campaign, by virtue of which the name of one of the Parties or any other IPR of the latter or
      of any of the companies in the Group to which it belongs is announced, inserted or
      used, shall require the prior express and written consent of such
      Party.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
                15.9

                VIZZAVI is the holder of all the
      IPR to which ELEPHANT TALK may have access for the purpose of this Contract’s
      performance. Under no circumstances shall it be understood that by virtue of this
      Contract VIZZAVI grants to ELEPHANT TALK a licence to use the IPR with
      which VIZZAVI or any of the companies in the Group to which it belongs place their
      telecommunications products and services on the
    market.

                15.10

                In turn, ELEPHANT TALK declares
      under its sole responsibility that it is the holder of all the patents,
      marks, utility models, copyrights, registered designs and other IPR that
      are necessary for
      rendering to VIZZAVI the services established in this
      Contract.

ELEPHANT TALK undertakes to compensate
VIZZAVI for any claim or legal proceeding having its origin in the
infringement (or alleged infringement) of any patent, design or copyright by virtue of the
possession or use by VIZZAVI of any equipment or software made available by ELEPHANT TALK
pursuant to this Contract. To this end, XXXXXXX must notify whatsoever alleged
infringement to ELEPHANT TALK immediately and in writing, must not
admit anything relating to the infringement, shall allow ELEPHANT TALK to direct the
proceedings and negotiations, giving it all reasonable assistance, and must
authorizate it, always for the account of ELEPHANT TALK, to modify the equipment or
software or obtain the corresponding licence so as to avoid the
infringement.
 
                15.11 

                Within a term of thirty (30) days
      from this Contract’s execution, ELEPHANT TALK undertakes to sign an agreement
      with an escrow entity (selected by ELEPHANT TALK) for the purpose of depositing the
      source code, development programmes, operating manuals and all other associated
      documentation that may be necessary for the correct maintenance of the deposited
      software, being that which is necessary for the correct rendering of the
      Services under this Contract. Likewise, within a term of ten (10) days
      from this Contract’s
      execution, ELEPHANT TALK shall remit a copy thereof to VIZZAVI.

Consequently, the object of this deposit
is to guarantee to VIZZAVI future access to the source code when one or several of the
following circumstances arises:
 
                ? Whenever
      ELEPHANT TALK is liquidated or wound up; it starts whatsoever mercantile or
      bankruptcy proceeding for the purpose of the company’s liquidation or
      winding up; it finds itself in a situation of insolvency or takes
      action for the
      company’s merger or spin off; or whenever it is going to cease or
      change the
      corporate purpose of its
business.

                ? Whenever
      ELEPHANT TALK is accredited as a debtor in a third-party bankruptcy
      proceeding; it is called by the Administration or whatsoever other
      official public
      or private body to declare on all or part of its assets or goods on
      the
      occasion of the commencement of an audit or inspection; an administrative
      order is served on ELEPHANT TALK; it signs an agreement by virtue of which
      payment to its creditors is established on the basis of the profit
      obtained by ELEPHANT
      TALK.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
Whenever ELEPHANT TALK
fails to comply with its obligations to support, guarantee and maintain
the software in order to achieve the object of this Contract and, after
being notified by VIZZAVI for the effective and necessary fulfilment of such
obligations, ELEPHANT TALK fails to comply with them within a thirty-day term
from the notification.

VIZZAVI shall be able to use, share and
sub-licence the source code in accordance with the circumstances indicated in the
foregoing section and solely for the purpose of (i) carrying out the support, guarantee and
maintenance operations, and (ii) for the continuity, enhancement or updating of
the rendering of the Services under this Contract. VIZZAVI shall have the right,
at its election, to share or licence the source code, either with an employee or
with a third party authorized by XXXXXXX for the purpose of complying with a series of
previously established support, guarantee, maintenance, enhancement and updating
obligations in favour of ELEPHANT TALK for the performance of this Contract.
VIZZAVI may only share or licence the source code when such subject has previously
accepted a written commitment under which it undertakes to maintain the
confidentiality of such source code and to use it solely for the purpose of fulfilling the
obligations imposed by XXXXXXX.
 
In the event that instead of belonging
to ELEPHANT TALK the source code belongs to a third party from which it has been
obtained, ELEPHANT TALK must endeavour to ensure that the legitimate owner thereof
also carries out the deposit of such source code in the same terms and conditions as
those established for ELEPHANT TALK.
 
To the extent that ELEPHANT TALK may
endeavour to assign to a third party its intellectual property rights over the
software which is being used for developing the rendering of the Services under this
Contract, having been previously licensed to VIZZAVI, ELEPHANT TALK prior to
such assignment must notify and obtain the prior consent in writing of
VIZZAVI.
 
The fees corresponding to the deposit
shall be for the account of ELEPHANT TALK and shall be included in the maintenance
service fee.
 
After notifying ELEPHANT TALK
accordingly, XXXXXXX shall request from the chosen escrow entity, without the
need for the prior authorization of ELEPHANT TALK, the availability and sending of
the corresponding source code with due justification of the reasons why it is
requesting it.
 
                  16.

                  MARKETING AND PUBLIC
      RELATIONS

                16.1

                Neither of the Parties shall be
      legitimized to use the corporate name and/or marks owned by the other Party without
      the prior consent, in writing, of the holder
    thereof.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
                16.2

                Neither of the Parties shall make
      public announcements (i.e. press releases or verbal presentations)
      relating to this Contract, its content or the service rendered without the
      other Party’s prior consent in writing. The Parties shall agree and
      publish whatsoever press release
      jointly.

                  17. 

                  CONTRACT
      ENFORCEABILITY
                
                17.1

                A declaration of complete or
      partial nullity of one of more of this Contract’s clauses by the competent authority shall not
      affect the validity of the remaining clauses, which shall maintain their binding
      force. In this case, the Parties undertake to negotiate a new clause or clauses to replace the
      annulled clause or clauses that, within the terms in keeping with the Law and in strict
      compliance with the judgment or decision declaring such nullity, best
      maintain the identity of purpose with the annulled clause or clauses,
      insofar as such purpose has not been declared contrary to Spain’s set of
      laws.

                17.2

                The enforceability of this
      Contract shall be conditional upon the signing of all the Annexes referred to in Clause 2.
      Be that as it may, once all the Annexes have been signed, the date of the Contract’s
      entry into force shall be deemed to be that on which the Main Body thereof is signed,
      date on which it shall take effect and on which the Annexes to the Contract shall also
      enter into force. The Parties agree that the maximum date for signing the
      Annexes pending execution is 31 May 2009. In the event that once
      this date has been
      reached such execution has not taken place, except with the express
      and written agreement
      of the parties to the contrary, for all intents and purposes the
      Contract shall hereby
      become invalid, without the Parties being able to claim whatsoever amount. The Parties
      undertake to make available all the necessary resources and to negotiate in good
      faith so that the signing of the Annexes is possible within the agreed
      term.

                  18.
      
                  BINDING
      CONTRACT
                
                18.1

                This Contract, made up of the Main
      Body, Annexes and, as and when applicable, Appendices, includes all the terms
      and conditions and essential aspects of the agreement that currently exists between the
      Parties.

                18.2

                The foregoing paragraph
      notwithstanding, the intervening Parties confer on this Contract a fully valid and binding
      character, expressly agreeing that the lack or absence of a subsequent agreement on
      questions of detail or development may not be put forward by either of the Parties
      as sufficient cause for waiving the binding nature of this Contract or questioning its
      enforceability and validity. The Parties agree that the discrepancies that may be
      generated in relation to these developments shall be settled in
      accordance with the
      mechanisms provided for in this
Contract.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
                  19.
      
                  INDEPENDENCE OF THE PARTIES
                
                19.1

                It shall be the specific and
      exclusive obligation of ELEPHANT TALK to comply with all the legal obligations that
      correspond to it, in particular those of a labour and fiscal nature, relating not only to the
      company itself but to the personnel in its
  employ.

                19.2

                In this connection, the Parties
      expressly agree that this Contract does not represent an association or dependence between
      them nor the only relationship in the rendering of the services which each one
      carries out, meaning that both Parties shall be absolutely independent and autonomous, and
      VIZZAVI shall have no responsibility, not even subsidiary, in respect of the
      obligations incurred by ELEPHANT TALK in respect of third parties and, in
      particular, the personnel in its
employ.

                19.3

                In particular, non-fulfilment of
      the obligations of ELEPHANT TALK or its subcontractors on the subject of
      Occupational Hazard Prevention or the complete or partial lack of compliance with
      the provisions of Annex J shall empower VIZZAVI to withhold the monetary
      consideration in a sufficient amount to cover all the liabilities that
      effectively derive from any breaches committed by ELEPHANT TALK or its
      subcontractors. In
      addition to the foregoing, the joint and several responsibilities of the
      Parties pursuant to
      the provisions of Section 42.3 of the prevailing Consolidated Text of
      Spain’s Law of
      Corporate Infringements and Penalties may not be
      eluded.

                19.4

                ELEPHANT TALK, in the performance
      of this Contract, shall be the sole Party empowered to adopt all the
      surveillance and control measures it may deem appropriate to verify
      compliance by the worker of its labour obligations and duties in relation
      to ELEPHANT TALK,
      ensuring in the adoption and application of such power due consideration and taking into
      account the capacity of each dependent worker of ELEPHANT
    TALK.

                19.5

                In accordance with the foregoing,
      ELEPHANT TALK undertakes to hand over to VIZZAVI, whenever it is required
      to do so by the latter, a list of the personnel in its employ assigned to
      the Contract’s performance, in addition to a copy of the TC-1 and
      TC-2 Social Security
      contribution forms, a negative Certificate of arrears issued by the
      Social Security
      General Treasury and registration in the corresponding accident at work
      and occupational
      illness mutual insurance company, in addition to supporting documents of payment to the Public
      Exchequer of the income tax withholdings made on behalf of the workers on its
      payroll. As and when applicable, an updated copy of contribution to the
      Special Self-Employed Workers’ Regime [BETA in its
      Spanish initials]
      and all other
      documents requested of it, such as compulsory and voluntary insurance premium
      receipts.

                19.6

                ELEPHANT TALK declares that it has
      the consent of its workers to be able to hand over to VIZZAVI those of their
      personal data that are necessary for fulfilling the obligations of this Contract. In
      the event that any of the workers were to subsequently revoke the consent
      granted or oppose the processing of their data, ELEPHANT TALK shall notify
      VIZZAVI and thereafter shall refrain from handing over any data of such
      worker to VIZZAVI. Likewise, XXXXXXX undertakes not to use the data of the
      workers of ELEPHANT TALK for any purpose
      other than that of permitting adequate fulfilment and control of the rendering of
      services provided for in this
    Contract.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
                19.7

                VIZZAVI may at any moment demand
      from the other Party the updated exhibition of the compulsory legal situation of
      ELEPHANT TALK with respect to its
  workers.

                19.8

                The new assignment of a worker to
      the execution of the contracted services by ELEPHANT TALK must be notified to
      VIZZAVI and the regularity of its situation must be accredited prior to its
      incorporation into the Contract’s performance, in the same terms and conditions as those
      established in the foregoing
paragraphs.

                19.9

                Failure to comply with the
      aforementioned obligations shall be a cause for this Contract’s automatic discharge,
      without the right to any compensation in favour of ELEPHANT TALK and without
      prejudice to the legal actions that may correspond to VIZZAVI before the former for the
      damages and losses that such non-fulfilment may cause to
  it.

                19.10

                ELEPHANT TALK undertakes to assume
      in full the direction, organization and management of the human and
      material resources assigned to the Contract’s performance.

                  20.
      
                  SUBCONTRACTING
                
                20.1

                ELEPHANT TALK shall be able to
      perform the services described in this Contract either directly or through
      subcontracts with third parties, subject to the prior written authorization of VIZZAVI, which
      may not be withheld without justification, being responsible before VIZZAVI for
      complete or partial non-fulfilment or negligent fulfilment of the obligations
      assumed by virtue of this Contract and for those established in general legislation,
      particularly those referring to the obligations which it must assume on Labour, Fiscal,
      Occupational Hazard Prevention and Data Protection
      matters.

                20.2

                In the event that ELEPHANT TALK
      uses for the rendering of the service under this Contract personnel made available
      to it by a Temporary Employment Agency, ELEPHANT TALK must abide by all
      the obligations and special limitations in respect of the work to be conducted as
      imposed by the regulation of this type of service relationship, particularly on the
      subject of Occupational Hazard Prevention. Consequently, ELEPHANT TALK shall
      release VIZZAVI from any direct or indirect responsibility resulting from
      its relations with the Temporary Employment Agency with which it signs a contract for the
      availability of or with its workers, having the duty of fulfilling all the obligations
      laid down in this Contract for the case of subcontracting. In addition to the foregoing, the
      joint and several responsibilities of the Parties pursuant to the provisions of Section 42.3 of
      the prevailing Consolidated Text of Spain’s Law of Corporate Infringements
      and Penalties may not be
eluded.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
                20.3

                In the event that ELEPHANT TALK
      subcontracts the partial or complete performance of this Contract, it must reliably
      communicate this fact to VIZZAVI prior to formalizing such contracting. Upon receipt of
      this communication, XXXXXXX shall have five (5) working days in which to oppose it
      for whatsoever reason. If, once this term has elapsed, XXXXXXX has not
      declared its opposition, it shall be understood that it expressly accepts the
      subcontracting communicated to it. The foregoing notwithstanding, in the event that
      the subcontracting involves access on the subcontractor’s part to data for
      which VIZZAVI is responsible, the provisions of this Contract and its
      Annexes relating to the protection of personal data must be
      adopted.

                20.4

                The legal relations and contracts
      that ELEPHANT TALK must formalize with third parties for fulfilment of its
      obligations shall contain amongst their clauses the express exclusion of the responsibility of
      VIZZAVI in respect of the aforesaid relations, irrespective of the legal nature
      thereof.

                20.5

                VIZZAVI shall not be responsible
      before customers or third parties for the injuries to persons or damage to material
      objects that may occur, for whatsoever reason, on the occasion of this Contract’s
      implementation by ELEPHANT TALK or its
    subcontractors.

                20.6

                At all times the contracts
      executed with third parties relating to the rendering of services
      must respect the
      rights and obligations laid down in this
  document.

                  20.
      
                  ENVIRONMENTAL
OBLIGATIONS
                
                21.1

                ELEPHANT TALK expressly undertakes
      to fulfil all the legislation with an environmental content that may
      apply to it in relation to the activities whose execution results from
      this Contract’s performance.

                21.2

                Likewise, as established in the
      prevailing legislation, it undertakes to adequately manage and treat all classes of
      toxic and hazardous waste that may originate in or result from any activity directly or
      indirectly related to this Contract’s performance and, in particular, it undertakes to carry
      out in respect thereof and pursuant to the applicable legal provisions all the specific
      activities that may be required, be they management, storage, treatment or any
      other.

                21.3

                In the same way, ELEPHANT TALK
      expressly undertakes to comply with the obligations specified below,
      without prejudice to complying in full with any other obligations that may be imposed on
      it by a valid legal provision applicable to the activities established through
      this Contract, the inadequate treatment of which may have repercussions on or affect the
      environment. Consequently, ELEPHANT TALK agrees to commit itself
      to:

                          21.3.1 

                Carry out all the activities
      entrusted to it by XXXXXXX as a result of this Contract, strictly complying with
      the principles and guidelines deriving from the Environmental Policy and
      guidelines of the Environmental Management System implanted by XXXXXXX,
      the full content of which it declares it
  knows.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
                          21.3.2 

                To make available to VIZZAVI all
      the information required of it in relation to any impact or incidence on the
      environment resulting from the activities, the execution of which results
      from this Contract, and, as and when applicable, to submit to whatsoever inspection,
      verification or measurement of such effects, either by XXXXXXX or any third
      party designated by the latter and, in particular, with respect to the generation of
      waste, its treatment, the emission of noise or other obnoxious elements
      into the atmosphere and any other similar effects that by virtue of the
      applicable legislation require specific
  activities.

         21.3.3 

                As established in Spain’s Waste
      Law 10/1998 of 21 April 1998 and all other applicable provisions that
      apply or replace it, to manage and subsequently treat the waste generated during the
      performance of the activities established by means of this Contract and to hand
      over to VIZZAVI the corresponding documentation supporting the
      generated waste’s correct
management.

          21.3.4 

                To draw up and, when applicable,
      send to VIZZAVI, at its request, a study of the environmental impact resulting
      from whatsoever activity, the execution of which results from this
      Contract, with the minimum content indicated in Annex N.

       21.3.5

                ELEPHANT TALK shall be responsible
      for any infringements or sanctions that may be attributed to it on the
      grounds of violation of the applicable environmental legislation, without
      being able to charge to VIZZAVI any amount or charge for these
      concepts. Likewise, it expressly accepts the responsibility that within any
      scope may be attributed to it for whatsoever infringement of the applicable
      environmental legislation relating to the contracted activities and, in
      particular, in respect of the generation of an environmental impact, whether in
      the handling of the materials or products used for the execution of any activity
      resulting from this Contract or their inadequate management, storage or
      treatment.

           21.3.6 

                ELEPHANT TALK undertakes to adopt
      all the preventive measures it considers appropriate so as to avoid any
      negative impact or incidence on the environment during the execution of
      the work resulting from this Contract, with all charges deriving from the
      attribution of responsibility for the infringements that derive
      therefrom being for
      its account, whether due to non-fulfillment of the regulations
      applying to the
      specific activity or any other, without being able to attribute to VIZZAVI
      any responsibility for these
concepts.

      21.3.7

                Prior to the start of the work
      resulting from the execution of this document, it undertakes to sign the appropriate
      contract with a Waste Management Company authorized by the corresponding
      Regional Government, pursuant to the terms and conditions of Law 10/1998 and
      other provisions that apply or replace it, in relation to the management of the
      waste generated during the performance of the work or
      activities required of it as per the provisions of this
      Contract.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
       21.3.8

                XXXXXXX reserves the right to
      demand from ELEPHANT TALK the presentation of at least one copy
      of the contract signed with the authorized Waste Management Company and the
      handing over of the documents that, pursuant to the applicable
      prevailing provisions in this respect, may be required of it subsequent to the completion
      of execution of the tasks resulting from this Contract’s
      performance.

      21.3.9 

                ELEPHANT TALK shall be responsible
      for applying all the corrective measures it considers necessary to
      avoid the production of whatsoever impact or incidence on the environment
      during the execution of the work that is the object of this
      Contract.

       21.3.10 

                Similarly, in the event of
      whatsoever impact, incidence or violation of the environmental legislation
      applicable to any activity, the execution of which results from this
      Contract, it undertakes to adopt the corrective measures that may be necessary to minimize or
      remedy them.

                  22.
      
                  SUBSIDIARY
RESPONSIBILITY
                
                22.1

                For the purpose of the exception
      of Section 43.1 f) of Spain’s General Tax Law 58/2003 of 17 December 2003, a certificate
      issued by the Tax Administration demonstrating that ELEPHANT TALK is up-to-date in the
      payment of its tax obligations is attached as Annex
  L.

                22.2

                For the purpose of avoiding the
      declaration of subsidiary responsibility of VIZZAVI relating to the rule of law
      referred to in the preceding paragraph, within the terms and with the
      requirements laid down in the aforementioned Section 43.1 f) of the
      General Tax Law and
      the regulations for its application, ELEPHANT TALK must send to
      VIZZAVI the
      appropriate certificate demonstrating that it is up-to-date in the payment
      of its tax
      obligations.

                22.3

                Should VIZZAVI not receive such
      Certificate within the twelve (12) months prior to the moment at which VIZZAVI must make
      the payment, it shall be empowered to withhold the amount that must be paid until
      it receives such Certificate and under no circumstances can interests accrue
      on the withheld amount for delayed
  payment.

                22.4

                For the purpose of the exception
      of Article 42.1 of Royal Legislative Decree 1/1995 of 24 March 1995 of Spain’s Law of
      the Workers’ Statute, a negative Certificate of arrears issued by the Labour
      Administration demonstrating that ELEPHANT TALK is up-to- date in the payment of its labour
      obligations is attached as Annex
L.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
                  23.
      
                  MISCELLANEOUS
                
                23.1

                The Parties may add
      rectifications, amendments and annexes or appendices to this Contract, which shall be binding
      on them as from the date of effect, always provided that such rectifications,
      amendments and annexes are set down in writing, signed by an authorized representative for the
      Parties and is incorporated into the
  Contract.

                23.2

                Except for the written
      rectifications, amendments and annexes made after the Contract’s
      execution, this
      Contract represents the complete agreement reached by the Parties and
      invalidates all
      previous verbal and written negotiations, declarations and
      agreements.

                23.3

                Throughout the validity of this
      Contract and for one year thereafter, XXXXXXX undertakes not to hire, through a
      labour or mercantile contract, directly or indirectly, whenever it has knowledge thereof,
      the employees of ELEPHANT TALK relating to the rendering of the services
      under this Contract.

                23.4

                Each Party shall meet the charges
      and costs of all types caused to it as a result of the negotiation and signing of this
      Contract.

And as proof of their conformity with
the foregoing, both Parties appearing, in the representation in which they intervene,
sign this Main Body of the Contract, in duplicate and for a single purpose, on the date indicated
ut supra.
 
                  /s/:
      Xx. Xxxxx Xxxxxxxx Xxxxxxx

                  /s/:
      Xx. Xxxxxx Xxxx Xxxxx Xxxxx Van Der Velden

                  For: VIZZAVI ESPAÑA,
      S.L.
                   
                  For: ELEPHANT TALK
      
COMMUNICATION
      HOLDING, AG

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. and ELEPHANT TALK
COMMUNICATIONS
HOLDING, AG FOR THE PROVISION OF
TECHNICAL
AND OPERATIVE SERVICES

Annex
A: Services for VIZZAVI's Mobile Virtual Network Operators (MVNO) End
Customers

***
THIS ANNEX REDACTED IN ITS
ENTIRETY
 
CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. and ELEPHANT TALK
COMMUNICATIONS
HOLDING, AG FOR THE PROVISION OF
TECHNICAL
AND OPERATIVE SERVICES

Annex
B1: Support Services for VIZZAVI's Mobile Virtual Network Operators
(MVNO)

***
THIS ANNEX REDACTED IN ITS
ENTIRETY
 
CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. and ELEPHANT TALK
COMMUNICATIONS
HOLDING, AG FOR THE PROVISION OF
TECHNICAL
AND OPERATIVE SERVICES

Annex
B2: Support Services for VIZZAVI's Operations

***
THIS ANNEX REDACTED IN ITS
ENTIRETY 
 
CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. and ELEPHANT TALK
COMMUNICATIONS
HOLDING, AG FOR THE PROVISION
OF
TECHNICAL AND OPERATIVE SERVICES

Annex
C: Technical Annex

***
THIS
ANNEX REDACTED IN ITS ENTIRETY 
 
CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. and ELEPHANT TALK
COMMUNICATIONS
HOLDING, AG FOR THE SUPPLY
OF
OPERATION AND TECHNICAL SERVICES
 
Annex
D: Economic Terms and Conditions
 
***
THIS ANNEX REDACTED IN ITS
ENTIRETY
 
CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. and ELEPHANT TALK
COMMUNICATIONS
HOLDING, AG FOR THE PROVISION
OF
TECHNICAL AND OPERATIVE SERVICES

Annex
E: Project Management Commitments and Capacities

***
THIS ANNEX REDACTED IN ITS
ENTIRETY
 
CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. and ELEPHANT TALK
COMMUNICATIONS
HOLDING, AG FOR THE PROVISION OF
TECHNICAL
AND OPERATIVE SERVICES
 
Annex
F: Communications And Official List of Contacts
 
CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
ANNEX
F
 
Communications
and official list of contacts
 
All
communication between the Parties related to the Contract will have to be made
in writing, between the people indicated in the present Annex. Communications
will be considered delivered and received when done by registered mail letters
a, notwithstanding that the same can be previously advanced by telefax or
electronic mail.

Changes
in the contact person will be communicated to the other party in
writing.
 
                Por
      ELEPHANT TALK

                Nombre:

                 Xxxxxx
      Xxxxxxxxxxx

                Dirección: 

                World
      Trade Center

                Xxxxxxxx
      Xxxxxxxxx 000

                1118
      BH Schiphol (Amsterdam Airport)

                The
      Netherlands

                Cargo que ostenta: 

                Project
      Manager

                Nº teléfono: 

                x00.000.000.000
      / +34. 603.050.040

                e-mail: 

                xxxxxx.xxxxxxxxxxx@xxxxxxxxxxxx.xxx

                Por
      VIZZAVI

                Nombre: 

                Xxxx
      Xxxxxxx Xxxxx Xxxxxxxxx

                Dirección: 

                VIZZAVI
      ESPAÑA, S.L.

                Avenida
      de Europa, 1 – P.E. “La Moraleja”

                28108
      Alcobendas (Madrid) – SPAIN

                Cargo que ostenta: 

                Director

                Nº teléfono: 

                x00.000.000.000

                e-mail: 

                xxxx-xxxxxxx.xxxxx@xxxxxxx.xx

And test
of accordance with the above, both witnesses in the representation
is involved, sign the present Annex F explaining duplicate and
a single effect on the date indicated in the heading.

                Fdo:
      X. Xxxxx Xxxxxxxx Xxxxxxx

                Xxx:
      X. Xxxxxxxxx Xxxxxxxx Xxxxxxxxx

                Por
      VIZZAVI ESPAÑA, S.L.

                Por
      ELEPHANT TALK COMMUNICATIONS, HOLDING
AG

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. and ELEPHANT
TALK
COMMUNICATIONS
HOLDING, AG FOR THE
PROVISION OF
TECHNICAL
AND OPERATIONAL
SERVICES
 
Annex
G: Data Protection
 
CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
ANNEX
G
 
DATA
PROTECTION

The
provision of the services that are the object of this contract will require the
access to personal data which are of the responsibility of VIZZAVI. By ELEPHANT
TALK who will since now be considered responsible of the Treatment.

As result
of the above and under law 15/1999, of 13 December Personal data protection
(hereinafter LOPD), as well as in Royal Decree 1720 / 2007 of 21 December
adopting Regulation development of the LOPD (hereinafter "Regulation of
development of the LOPD"), ELEPHANT TALK undertakes to compliance the following
clauses:
 
1.
Personal data provided by ELEPHANT TALK
 
1.
Pursuant the LOPD, XXXXXXX informs the signatories of this contract that their
personal data as well as those third-party - for example, its employees -
ELEPHANT TALK provide data inside of the implementation of the services covered
by this contract to VIZZAVI, shall be incorporated into an
automated file responsibility of VIZZAVI, with the purpose of facilitating the
management of the agreed services delivery as well as any other service agreed
subsequently.

2.
ELEPHANT TALK may exercise the rights of access, rectification, cancellation and
opposition by written request addressed to XXXXXXX, the person of contact
designated in annex F of this contract.

3. In
case of any personal data available from ELEPHANT TALK third party - as, for
example their employees-, ELEPHANT TALK is committed to inform the holders of
such data before supplied them to VIZZAVI, set out in this paragraph 2 (personal
data provided by ELEPHANT) (TALK) of this annex, informing him of all collected
aspects in the same and in particular the existence of the file, produced
transfer, the purposes of treatment and the possibility of exercise of rights
directly to VIZZAVI in the direction contained in paragraph 2 of this
paragraph.

2.
Personal data included in VIZZAVI files
 
1.
Personal data responsible for XXXXXXX, access does not have the consideration of
communication or transfer of data, but simple access to the same ELEPHANT TALK,
access is necessary for the realization the present contract
obligations.

2.
ELEPHANT TALK recognizes that the legislation on protection of personal data
(LOPD, arts. 197 and 278 of the Penal Code, and other regulations applicable)
sets a series of obligations in the processing of personal data and purpose
undertakes to:
 
              ●

              In
      General, to observe the provisions, organizational and technical measures
      where necessary and execute all those enforceable acts or simply best to
      comply strictly to the obligations that correspond according to current
      legislation and with good practice in the sector, as responsible for the
      treatment of files of XXXXXXX’s
responsibility.

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
              ●

              Access
      to personal data contained in files VIZZAVI, responsibility only when
      necessary for the object of the present contract services and single and
      exclusively to fulfill the obligations contained in the present contract,
      always in accordance with the instructions to facilitate
      VIZZAVI.

              ●

              Not
      give or communicate, in no case to third parties, the data of included in
      files responsibility of VIZZAVI personal to the who has access, even for
      purposes of its conservation, as well as not allow any type of access to
      them by third parties.

              ●

              Ensure
      personal data are handled only by those employees whose intervention is
      accurate for the contractual
purpose.

              ●

              Destroy
      or return, choice of VIZZAVI, personal data that had able to access, based
      on stipulations in category 4 (other) (obligations) of this
      annex.

3. Both
parties recognize the special importance that the treatment of the personal data
included in files VIZZAVI responsibility that ELEPHANT TALK can be accessed as a
result of the services provided to VIZZAVI, whether made with full guarantees
regarding safety, complying with applicable regulations.

By
Therefore, ELEPHANT TALK expressly undertakes to observe and take few necessary
security measures to ensure confidentiality, secret and integrity of personal
data that you have access, as well as to take in future few security measures
are required by laws and intended to preserve secrecy, confidentiality and
integrity regulations in the automated treatment of personal data.
 
TO These
effects, ELEPHANT TALK expressly states that has implemented the basic level,
security measures medium or high, as the case and the enforceable depending on
the type of data that access by virtue security level the provision of service
in the question, required by regulation of Development of the LOPD in its title
VIII, sections III and IV, articles 89-114. In addition, ELEPHANT TALK
expressly, says security measures corresponding not only are deployed they are
contained in a Document security, which is known and enforceable throughout the
personally, as established by the cited the LOPD development regulation in its
title VIII, chapter II, art. 88.
 
3.
Possibility of subcontracting of services

ELEPHANT
TALK may not subcontract with a third the realization of no treatment that had
entrusted VIZZAVI, unless you have obtained this prior written authorization to
do so. In this case, obtained after the authorization, the subcontractor shall
be submitted to provisions of this annex using
addendum to it.
 
CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
4.
Other obligations
 
1.
Obligations for ELEPHANT TALK in this annex shall be also mandatory for
employees, partners, both external as internal, and subcontractors, being its
responsibility to the same comply with these obligations. ELEPHANT TALK
undertakes to which no stranger to your organization natural or legal person
access data from contained in the responsibility of XXXXXXX, files personal to
the ELEPHANT TALK to arrange access as the fruit of the agreed services
regardless of the contractual relations ELEPHANT TALK could have with third
parties. Specifically,
ELEPHANT TALK undertakes to not outsource in no cases and under no circumstance
collected activities in the This agreement that could pose an even remote access
to personal data included in file VIZZAVI, responsibility without prior consent
by written it.

2.
ELEPHANT TALK shall inform its staff and, where appropriate, collaborators and
subcontractors of obligations laid down in the present annex the processing of
personal data. ELEPHANT
TALK make few warnings and subscribe few documents necessary with its staff, and
where appropriate, partners and subcontractors, with the aim of ensuring the
implementation of such obligations.

Of
Similarly, ELEPHANT TALK is committed after the extinction of the relationship
between the same and VIZZAVI for the cause which was to destroy or, if indicated
by XXXXXXX, return to the same or who VIZZAVI had been appointed, any
confidential information and in particular, (i) of personal data included in
files ownership of VIZZAVI, who had access based on the services contained in
the present contract, (ii) those data which, in its case, had been generated
following the
processing of personal data contained in files owned by VIZZAVI, (iii) as well
as media or documents in which any of these personal data recorded, not
preserving copy any of any kind. Where
ELEPHANT TALK proceeds to the destruction of the above-mentioned information, it
will issue a certificate in favor of XXXXXXX, stating this action.
 
The
destruction of data will not be applicable where there is a legal provision that
requires its conservation, in which case must proceed to the return of the same
ensuring VIZZAVI such conservation.

By its
part, ELEPHANT TALK will properly keep the data blocked as responsibilities of
its relationship with VIZZAVI may arise.

3.
ELEPHANT TALK undertakes to leave VIZZAVI unscathed, for any damage prejudice,
spending (including without limitation, attorneys fees) civil liability,
penalties or fines imposed by any organ administrative or judicial by claims
brought against XXXXXXX that derived or relate to the failure of ELEPHANT TALK
any subcontractor hired by ELEPHANT TALK, obligations or and guarantees arranged
in this annex or the rules on data protection personal.
 
6.
Prevalence
 
CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
 
The This
annex shall prevail to any other regulation established by Parties regarding
data protection
in any other document earlier or later, unless expressly parties, with reference
to This annex,
carried out some modification of the whole or part of the same.
 
And test
of accordance with the above, both witnesses in the representation in involved,
sign the present
annex G exemplary duplicate and a single effect on the date indicated in the
heading
 
                  Fdo:
      X. Xxxxx Xxxxxxxx Xxxxxxx

                  Xxx:
      X. Xxxxxxxxx Xxxxxxxx Xxxxxxxxx

                  Por
      VIZZAVI ESPAÑA, S.L.

                  Por
      ELEPHANT TALK COMMUNICATIONS, HOLDING
AG

CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”

CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. and ELEPHANT
TALK COMMUNICATIONS HOLDING AG, FOR
THE PROVISION
OF
TECHNICAL AND OPERATIONAL
SERVICES
 
Xxxxx
X: Fraud and Security
 
CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. AND ELEPHANT TALK COMMUNICATIONS
HOLDING
AG, FOR
THE PROVISION OF TECHNICAL AND OPERATIONAL SERVICES
Anexo
H: Fraud and Security

ANNEX
H
 
FRAUD
AND SECURITY
1.
GENERAL ASPECTS
 
The
provisions contained in the present document, shall be in any case without
prejudice to the contract
that brings cause to the present Annex.
 
ELEPHANT
TALK assumes full responsibility on the suitability technical, legal and
economic systems,
processes and procedures related to the protection of facilities, equipment,
materials and
information related with the activities object of this contract as well as few
may derive from the
same.
 
It is
also ELEPHANT TALK’s responsibility to adhere to all the rules of mandatory and
good practice
applicable to every time to activity that is running, both in its technical
aspects as administrative.
 
ELEPHANT
TALK must give its collaboration to XXXXXXX in all actions and research that
before an
incident of security and/or fraud might necessary. In any case,
 
ELEPHANT
TALK will be responsible for informing XXXXXXX and in particular, the person
that this designate
as responsible to do this, on any security incident and/or fraud that happens,
as well as any risk
that detects circumstance by ELEPHANT TALK, and which could pose a threat to the
interests
of Xxxxxxx.
 
ELEPHANT
TALK must have proper authorizations granted by part of the competent bodies of
security.
 
ELEPHANT
Where appropriate, with companies TALK must have service suppliers of duly
certified
by competent bodies security and surveillance on private security.
 
ELEPHANT
TALK undertakes to train and inform their workers on the policy of security,
standards
and procedures to implement them as providers of VIZZAVI, services and shall
prove compliance
with this obligation in case of being required by VIZZAVI.
 
In case
of happening any incidence of security for the lifetime of the contract,
ELEPHANT TALK undertakes
to immediately report to VIZZAVI.
 
2.
CONTROL AND INSPECTION OF THE CONDITIONS OF SECURITY
 
2.1
Media monitoring and control
 
VIZZAVI
You can carry out in anytime (even with prior to top) (of the provision of
service) an audit control,
verification and supervision over the security conditions in which ELEPHANT
TALK, or their
subcontractor, perform the awarded, work with the aim of ensuring that the
standards and safety
procedures included in Annex B, are executed in all times.
 
2/16

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Anexo
H: Fraud and Security

Subsequently
XXXXXXX will issue a report within not more than 48 hours from the conclusion of
the audit
said collected deficiencies were found.
 
In case
that these deficiencies are qualified by VIZZAVI as serious, they shall be
remedied by ELEPHANT
TALK prior to the start of the provision of the service, if the audit had made
prior to the start
of the service, or within not more than 15 calendar days from its communication
formal (or a
period of more than if it is agreed and accepted in writing by
XXXXXXX).
 
The other
hand, and in the assumption that these deficiencies are qualified by VIZZAVI as
light They must
be remedied by ELEPHANT TALK within 30 calendar days from the formal
notification of the
report (or higher if this is within) (agreed and accepted in writing by
XXXXXXX).
 
ELEPHANT
TALK will allow XXXXXXX access to support original documentation the fulfillment
of its
obligations under the contract, as well as many equipment and facilities
involved in providing the
service for the which, be made available of VIZZAVI necessary staff for this
purpose.
 
In case
that an inquiry as a result of an incidence of security, ELEPHANT TALK
undertakes to cooperate
and provide assistance technique that you are required by VIZZAVI.
 
3
BREACHES
 
Any
breach of contract in the field of security, fraud and protection of the
Information, shall be communicated
by VIZZAVI to ELEPHANT TALK, using the corresponding Summary record of
incidents
which received shall be signed by ELEPHANT TALK. It is
considered:
 
3.1
as serious breaches:
 
              ●

              the
      substantial or regular breach of rules and procedures of Included in Annex
      B. Security

              ●

              the
      impairment of ELEPHANT TALK of the tasks of control and inspection that
      correspond
      to VIZZAVI or its personal
authorized;

3.2
as light breaches:
 
              ●

              the
      failure to timely and substantial not rules and procedures of Included in
      Annex B.
      Security 

3/16

CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. AND ELEPHANT TALK COMMUNICATIONS
HOLDING
AG, FOR
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Anexo
H: Fraud and Security

                ●

                not
      provide XXXXXXX reports and data that you are required by virtue the
      present annex.

The
accumulation of more than five minor breaches in a quarterly period will
constitute a serious breach
and the accumulation of three breaches serious over the lifetime of this
contract; will lead to the
same resolution.
 
These
breaches will be qualified by VIZZAVI. If any discrepancy of rating by ELEPHANT
TALK in misconduct
serious not coming from upon accumulation of minor offences, at the expense of
ELEPHANT
TALK, request a report to an alien to both parties optional agreed and accepted
by them who
will act as mediator. This optional will be selected from among the persons of
recognized
prestige in the area of security, as an expert in techniques and local and
international standards
in this field.
 
4.
Physical and electronic Security and
 
The
following security requirements will be of general application. However, VIZZAVI
can adapt these
measures to the particular circumstances of ELEPHANT TALK.
 
4.1
Security Systems
 
When
ELEPHANT TALK access or manage information or VIZZAVI goods or their customers,
you must
have the following means of protection:
 
              ●

              a
      system of security to protect installations against unauthorized
      access.

              ● 

              An
      electronic system for using access controls the use of individualized
      accreditationand/or
      elements of identification
biometric.

              ● 

              a
      system of closed-circuit television connected to a permanent digital
      recording with sighton
      the points system of physical access to rooms and spaces produces object
      operations the
      contract, as well as teams giving support to
  them.

Computers
and systems security must be installed and maintained by written contract by
part of company
approved by the competent bodies.
 
Any
deficiency or on computers or security systems detected breakdown installed and
that implies
the non-operation of the system shall be settled in the maximum of 24 hours.
This situation
should be communicated by ELEPHANT TALK XXXXXXX immediately.
 
In case
that does not take the necessary to settle breakdowns measures or deficiencies
in the marked
term, VIZZAVI reserves the right to settle These breakdowns or deficiencies in
charge of ELEPHANT
TALK.
 
4/16

CONTRACT
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Anexo
H: Fraud and Security

4.2
Service monitoring
 
              ●

              ELEPHANT
      TALK must have, when XXXXXXX thus determined, a service of monitoring
      24 hours, with installed, CCTV system to be able to monitor the
      installation,
      the right of control systems use of access, care possible intrusion and
      fire
      alarms and few other performances appropriate them within their
      competences professionals.

5.
PEOPLE SECURITY
 
              ●

              ELEPHANT
      TALK shall take measures to dispose of a Written individualized (see annex
      A),
      signed by each of the people that access to facilities and systems where
      processed VIZZAVI
      information. Therein, shall collect, acceptance, and recognition of
      VIZZAVI confidentiality
      standards.

              ●

              ELEPHANT
      TALK undertakes to keep archived these writings together with the proof of
      the
      identity of the signatories the entire period of validity of this
      agreement and during the 5
      years After the completion of the
same.

              ●

              ELEPHANT
      TALK will take the necessary measures to implement identification,
      registration
      and accreditation procedures cash of each one of those who access
      facilities and
      systems where you hosting computers, systems and/or is processed VIZZAVI
      information.

6
SECURITY INFORMATION AND COMMUNICATIONS TECHNOLOGIES
 
6.1
Implementation of the information security policy
 
              ●

              ELEPHANT
      TALK, in General, shall comply with the rules and procedures included
      in
      Annex B, XXXXXXX security and particular character, ELEPHANT TALK
      undertakes
      to implement measures of described security in Royal Decree 1720 /
      2007
      of 21 December, by the adopting the rules procedure development of the
      organic
      law 15/1999 of 13 December personal data protection or the rules that
      replace
      you each gathering and laying down for the treatment Level basic, medium
      or
      high, depending on the corresponding file the processed data
      level.

6.2
Responsibilities of systems and networks of VIZZAVI
 
              ●

              ELEPHANT
      TALK will be responsible for all actions to be carried out in and from
      systems
      and VIZZAVI networks with user accounts is provided for the provision of
      the
      Service contracted, being responsibility of ELEPHANT TALK have identified
      at all
      times to those people who use them and provide these data at the request
      of VIZZAVI.

5/16

CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. AND ELEPHANT TALK COMMUNICATIONS
HOLDING
AG, FOR
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Anexo
H: Fraud and Security

6.3
Networks and systems
 
              ●

              ELEPHANT
      TALK that connect with the network of VIZZAVI, IP networks whenever
      possible, must be isolated both physically as logically of any other
      network
      (whether private or public), including the network deprived of ELEPHANT
      TALK.

              ● 

              ELEPHANT
      TALK will have an access with minimum access profile required
      toperform
      their work, have exclusive access to machines, to applications and the
      information
      you need to perform services his
work.

              ● 

              All
      desktop computers or laptops of ELEPHANT TALK to connect to the network
      ofVIZZAVI
      must have installed an antivirus antispyware and antikeylogger, residents
      and
      updated to the latest signature and patch and/or security
      release.

              ● 

              ELEPHANT
      TALK recognizes the VIZZAVI capacity to monitor and registeraccesses
      and uses of systems and VIZZAVI
networks.

6.4
User accounts
 
              ● 

              User
      accounts assigned by XXXXXXX will be responsibility of ELEPHANT
      TALK,which
      must be associated to the people who use them at all
  times.

              ● 

              where
      possible, ELEPHANT only TALK will have temporary access and
      permanentnot
      to production systems.

              ● 

              ELEPHANT
      TALK undertakes to keep up-to-date on everything time inventory
      ofits
      staff with access to networks or VIZZAVI, systems communicating VIZZAVI
      punctually
      and according to procedures that are establish high, low and necessary
      modifications.

              ● 

              ELEPHANT
      TALK is committed to working procedures laying the periodic
      revisionof
      the granted access to your staff in the networks or VIZZAVI systems and
      whenever
      it so requests.

              ● 

              ELEPHANT
      TALK will be evidence of intrusion of their technical infrastructure
      thatis
      dedicated to the connectivity with XXXXXXX, evaluating the security level
      of it, getting
      a report of vulnerabilities and plans of action to reduce them. VIZZAVI
      reserves
      the right to require this report as well as to apply the action plan for
      the minimization
      of vulnerabilities.

              ● 

              ELEPHANT
      TALK can be tracked by XXXXXXX, when you deemed necessary toidentify
      any potential security risk of the connection and
  access.

6/16

CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. AND ELEPHANT TALK COMMUNICATIONS
HOLDING
AG, FOR
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Anexo
H: Fraud and Security

7
FRAUD
 
ELEPHANT
TALK undertakes to respond for all those economic damage, as well of any other
kind,
directly or indirectly of the illicit derivatives developments, underwent
VIZZAVI or third parties
with them to VIZZAVI keep the respective contractual link, as result of all
actions or omissions
of fraudulent nature carried out by those people physical or juridical, give
their effective services
for ELEPHANT TALK, either employed or through the corresponding commercial link
being
also obliged to adopt the measures it deems most appropriate for surveillance
and control in order
to prevent the breach of their obligations, under the above contractual
relationship.
 
              ● 

              XXXXXXX
      shall bring to the attention of ELEPHANT TALK with
      immediately,discovered
      illicit activities, so that it can immediately put a stop to
      them.

              ● 

              VIZZAVI
      once you have an economic evaluation of the damage that had
      beensuffering
      will be the same knowledge of ELEPHANT TALK, which in the maximum
      period
      of 90 days shall proceed to the compensation
  thereof.

              ● 

              In
      the case that ELEPHANT TALK un-attended the requirement of payment
      withoutjustified
      cause, the amount which in his case should compensate VIZZAVI an
      interest
      on arrears in accordance with what is legally established at each time,
      from the
      day following the due date for
VIZZAVI.

8
Management of Business continuity (BCM)
 
ELEPHANT
TALK shall, with the aim of ensuring the availability and continuity of service
hired by XXXXXXX
for the lifetime of the contract, have a deployed and operational business
continuity strategy.
This strategy will be composed of the following aspects:
 
8.1
Business continuity strategy
 
ELEPHANT
TALK must have of a properly documented and approved business continuity
strategy
by the company address.
 
8.2
business continuity plans
 
ELEPHANT
TALK must having and maintaining operating plans cover business continuity
the
following
aspects:
 
              ● 

              regular
      identification of critical business
processes

              ● 

              recovery
      plans for critical processes revised
regularly

              ● 

              specific
      operational plans reviewed regularly to cover the following
      aspects:

              o

              buildings
      where relocation plans critical
processes

              o

              alternative
      productive environments production
plans

7/16

CONTRACT
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HOLDING
AG, FOR
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Anexo
H: Fraud and Security

              o

              communication
      systems and computer applications criticism that must be duly
      duplicate in geographical locations separated or have contracts for
      support
      with third parties plans

              o

              expert
      functions that must be identified and should there be a process of
      substitution

              o

              information
      or critical records to be properly protected and duplicate in alternative
      places

              o

              supplies
      and suppliers critics that must be identified and should exist
      alternative
      supplies plans

              o

              services
      to VIZZAVI according to the service levels defined in the
      contracts

8.3
Crisis management
 
ELEPHANT
TALK during the period validity of the contract, you must have crisis management
plans for
serious incidents covering coordination, recovery and the communication with
customers
and other important actors in the market.
 
8.4
operational validations
 
ELEPHANT
TALK, during the period of the contract must have a strategy of validation to
validate the
effectiveness of their continuity plans business and crisis management. These
reports will be available
for your query by VIZZAVI with the aim of ensuring that the service provided to
VIZZAVI It is
guaranteed at any time.
 
8.5
standard references
 
The
reference for business continuity management standard is the BS25999-2 published
by the British
Business Standard Institute.
 
Annex
A: individual privacy agreement
 
DATA
AND INFORMATION
 
PROPERTY
OF VIZZAVI
 
Mr./Ms.................................................................,
mayor de age with identity card no....
 
I
DECLARE:
 
That any
type of data or information that could access on the occasion of implementation
and development
of services provided under the contract signed between ELEPHANT TALK and
VIZZAVI
regardless of the environment in which the same document, either paper or
software, support
as well as one information that I could be communicated orally, is
property exclusive of VIZZAVI.
 
8/16

CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. AND ELEPHANT TALK COMMUNICATIONS
HOLDING
AG, FOR
THE PROVISION OF TECHNICAL AND OPERATIONAL SERVICES
Anexo
H: Fraud and Security

Except
prior authorization in writing of VIZZAVI I undertake a:
 
              ● 

              under
      any means, reproduce the received
information.

              ● 

              use
      It only for the development of the functions or activities I have mandated
      or derive directlyfrom
      running services of the mentioned contract or agreement, and not to
      disclose to third parties,
      be they natural or legal persons irrespective of their activity not be
      matching or confluent
      with activity developed by VIZZAVI.

              ● 

              not
      use the information or systems VIZZAVI property. for its own benefit or of
      outside thedevelopment
      of services framed in the contract with ELEPHANT
  TALK.

              ● 

              treat
      and protect the information received, or that to which access virtue to
      provide myservices,
      with due diligence, to avoid both his loss as its disclosure, following
      the guidelines that
      marks the policy security, fraud and that it has been communicated.
      VIZZAVI risk

              ● 

              return
      or destroy VIZZAVI choice any information or documentation that has had
      access forthe
      lifetime of the contract or agreement, once completed the
      same.

The
previous demonstrations are not applicable for information or documentation
whose content is known
publicly, or I was provided by VIZZAVI expressly without restriction, any
written or oral, regarding
your use or disclosure.
 
The
previous obligations will remain even after completed execution of the contract
or agreement and
extinguished my participation in the same.
 
I Also
declare having been informed that personal data that were provided at startup or
during the relationship
of collaboration signed with ELEPHANT TALK, part of a file owned by XXXXXXX.
residing
at Avenue of Europe no. 1, Business Park Moraleja, 28108 Alcobendas, Madrid and
will be
treated with the purpose of maintaining that relationship and that in anytime I
exercise my rights of
access, rectification, cancellation and opposition of the above-mentioned data.
Similarly I consent
that my name and e-mail address can be assigned to all the companies of the
Vodafone Group for
the purpose of homogenizing the Vodafone Global computing
platforms.
 
By last I
know and accept that non-compliance with obligations previously described, will
give the right to
VIZZAVI to compensate the damage and damage that you are caused, without
prejudice to
actions that in right correspond.
 
AND for
the record to the timely effects, I hereby promulgate the present
in
 
..........................................
to... of... of 20...
 
9/16

CONTRACT
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HOLDING
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Anexo
H: Fraud and Security

Fdo.......................................
 
10/16

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Anexo
H: Fraud and Security

Appendix
B: standards and security procedures
 
SUMMARY
OF GENERAL REGULATION OF INFORMATION SECURITY
 
1.
Introduction
 
All
external personnel authorized to access or modify the information VIZZAVI
property is subject to the
compliance of security of information, in particular:
 
              »

              all
      external collaborator of VIZZAVI, you must save obliged professional
      secrecy during and
      after his employment relationship for company information personal data
      that you have
      access for reasons of their work.
or

              »

              all
      external collaborator of VIZZAVI should comply strictly with the terms of
      confidentiality, including
      in contracts of service delivery, or those that have signed with character
      staff.

XXXXXXX
will be legitimate to take appropriate legal measures in case of violation of
theseresponsibilities.
 
1)
correct use information
 
All
employees of VIZZAVI and external partners, will be responsible for
non-disclosure, loss or unavailability
of information, either accidentally or premeditated. As a general rule the
information is not to
be drawn from the workplace, except in those cases in that there is no other
solution and extracting
the information is fully justified.
 
Confidential
information on the Internet will be sent or another public network, as by nature
is not considered
safe.
 
In
General, the storage is not allowed in corporate resources or access or download
from provided
resources by any content (videos, music, images) VIZZAVI (documents, etc.)
subject to copyright,
intellectual property Act or any legislation or regulation in force applicable
thereon. Any content
of these features may be deleted automatically.
 
2)
User login ID and passwords
 
The (user
IDs and passwords,) authentication mechanisms (certified digital, etc.) are
personal and
non-transferable and, therefore, not they can be shared. Each person is
responsible for the actions
that are Register in the technological resources with your user code. The
actions made in systems
and infrastructures of VIZZAVI are registered and can be monitored for
identifying and investigating
incidents of Security.
 
11/16

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Anexo
H: Fraud and Security

3)
Use of the information outside of corporate resources
 
It must
be avoided as far as possible, the use of paper in removable media or file with
information extracted
from the technological resources. Should also be paid special attention in those
cases in which
is distributes sensitive information either on magnetic media, through pouch or
through personal
mailboxes from employees and the external partners.
 
In those
cases in which the information sent or you receive, to or from other entities or
enterprises through
telematic media agree with these companies, together with security ICT, safe
means of distribution,
according to established connection standards.
 
4)
Storage information in the microcomputer environment
 
In any
case the users must be created on network drives any file or document that
contains personal;
data is information should only stay in the corresponding platforms on which
measures have been
implemented in necessary to ensure confidentiality, security integrity and
availability of information
and compliance with security measures established in the existing legislation
regarding
personal data corresponding to the level of security files.
 
The
information in microcomputer environment must store in those resources to ensure
your confidentiality,
integrity and availability in each case.
 
a)
External storage units
 
The
proper use and custody of the information will be the responsibility of the user
you have made the
extraction of information from the platform that It was originally.
 
b)
Information on mobile devices storage
 
Always
the use of mobile devices which can be stored information VIZZAVI property must
implement
security, measures enable protection of information stored in them, all kind of
theft, unauthorized
for disclosure of information access contained in them or loss of devices either
deliberate
or accidental.
 
5)
Use of electronic mail and Internet
 
the
e-mail and Internet access are work that may tools provide VIZZAVI external
partners to perform
exclusively the tasks involving their work. Is not a personal or intended tool
to use private.
 
a)
Security for the use of your email measures
 
In case
of a domain user account @ xxxxxxx.xxx user does is not identified in a
particular form, but as a
Member VIZZAVI, therefore no user must participate in forums to title particular
as the name of
XXXXXXX would be involved.
 
The use
of public e-mail systems to matters relating to the developed functions
communications by the
user in your workplace is prohibited.
 
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Anexo
H: Fraud and Security

All users
access to the mail system corporate performed using a personal user account and
be will
store the information necessary regarding the use of mail, to where necessary,
analyze it and be able
to detect whether you are making improper use of mail in case of
incidents.
 
As a
general rule, the e-mail should not be used for sending confidential or secret
information over the
Internet.
 
b)
Security for the use of Internet measures
 
In the
case of Internet to ensure a proper use must be taken into account the
following:
 
                »

                All access to Internet from the infrastructure of VIZZAVI
      occurs through the mechanisms 

              » 

              Low
      no concept, no user will avoid security regulate controls Internet access
      from theinfrastructure
      of VIZZAVI .

              » 

              Not
      is allowed to download programs or software from the Internet
      infrastructure ofVIZZAVI
      , even in public because it could account contain viruses or any type of
      malicious
      code.

              » 

              Internet
      access corporate it is monitored and all accesses are registered. Is
      storeinformation
      necessary for its analysis and possibility of detection use
      inappropriate.

6)
Antivirus and protection against malicious programs
 
With the
aim of preventing and detecting the introduction of malicious software should
apply all technological
resource installed or connected to susceptible VIZZAVI be infected by any virus
or malicious
code in general (posts) (customer, notebooks, servers, etc.) You must have
installed and
active program antivirus with antispyware and antispam
functionality.
 
7)
Connections to data network
 
a)
Equipment Connections to the data network
 
All
checkpoints, desktops and laptops, as well as the hardware associated with
these, connecting directly
to the corporate network shall be provided, or must be approved, by
VIZZAVI.
 
b)
Access from the data network
 
These
accesses must be through corporate connection services operating at a time,
approved by security
ICT.
 
c)
Data network access
 
all
connections from external to the network of VIZZAVI networks will be validated
by ICT security of the
procedures established to such end. Connection to the VIZZAVI network equipment
shall not be
used non-validated by ICT security. The configuration the equipment used to
connect to the
network of VIZZAVI shall incorporate at least an antivirus, antispam,
antispyware and to keep all
security patches.
 
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Anexo
H: Fraud and Security

8)
Legislation in for personal data
 
There is
a specific legal regulation (LOPD and regulations and associated instructions)
on the protection
of personal which is bound data knowledge and compliance by all external
collaborators
of the Company.
 
9)
Communication of incidents
 
Any user
who has directly or indirectly from any incidence actual or possible knowledge
that might
derive for breach of it here described shall communicate immediately such
incidence and actions
that had been taken of urgency, to your immediate VIZZAVI Manager or the ICT
security team.
 
14/16

CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. AND ELEPHANT TALK COMMUNICATIONS
HOLDING
AG, FOR
THE PROVISION OF TECHNICAL AND OPERATIONAL SERVICES
Anexo
H: Fraud and Security

SUMMARY
REGULATION OF PHYSICAL SECURITY FOR
EXTERNAL
SATFF IN VIZZAVI INSTALLATIONS
 
              ●

              All
      external staff needs to complete its work in VIZZAVI by a more than
      fifteen days space
      facilities must be equipped with the corresponding
      accreditation.

              ● 

              Such
      accreditation application must be the responsible for VIZZAVI that
      authorize or whorelies
      on this work through the external management
  tool.

              ● 

              documentation
      to provide the worker for the creation accreditation will be as
      follows:

              o

              Photocopy
      the D.N.I., passport or permission of the working
  force.

              o

              Picture
      color type ID card.

              o

              confidentiality
      agreement signed in which the worker It must be given writtenconsent
      to the conditions of confidentiality of
VIZZAVI.

              ● 

              to
      develop accreditation: essential is that will be approved the request of
      the personresponsible
      for and received the documentation above specified, either by internal
      pouch well
      presenting it directly in Fraud, risk and security in the semisótano of
      building B, AV. Europe
      1 -Business Park - 28108 - Alcobendas - Madrid
  Moraleja.

              ● 

              Activation:
      accreditation will be sent by internal pouch to work that has been
      requestedaccess,
      in closed envelope Centre and with instructions for activation. This may
      request to
      the center of Security, 24 hours will be operational
  card.

              ● 

              Access
      level: is generated in first instance, the accreditation with the level of
      minimumaccess
      to the specified job centre. Later extensions should perform them
      responsible for VIZZAVI
      to through the requests for corporate security
  tool.

              ● 

              Renewal:
      the card will be issued with a maximum expiration 6 months. An email will
      begenerated
      automatically for its renewal, e the applicant / responsible for the
      original request
      for its confirmation.

15/16

CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. AND ELEPHANT TALK COMMUNICATIONS
HOLDING
AG, FOR
THE PROVISION OF TECHNICAL AND OPERATIONAL SERVICES
Anexo
H: Fraud and Security

              ● 

              Loss
      or damage: if necessary replacement of the card for any reason shall be
      request ofthe
      requests for corporate security tool. In case of loss, communicate the
      same immediately
      to the Security Center (607133133), so to proceed to its
      cancellation.

              ● 

              Card
      is personal: not transferred or used for facilitate access to the VIZZAVI
      centers ofanother
      person by any reason. Failure to observe this rule will cause the
      cancellation of the
      permission of access to VIZZAVI
centers.

              ● 

              Avoid
      any actions that endanger the effectiveness of security, fire protection
      and controlsystems
      access, as well as features that meet, being a lack very serious that it
      will mean the
      prohibition to access VIZZAVI
facilities.

              ● 

              Visits
      must be accredited in the receiving and shall be accompanied by since his
      arrivaland
      during the time duration of the visit, being the responsibility of the
      visited any action you
      make the visitor.

              ● 

              Meetings
      should be made in the rooms dedicated to these actions and never in
      jobs.

              ● 

              Before
      of access to technology, centers must sign a document confirms that they
      knowthe
      rules enacted by the departments involved in prevention of actions that
      can put in compromise
      the continuity of systems.

And test
of accordance with the above, both witnesses in the representation in
involved,
sign the present annex H exemplary duplicate and a single effect on the
date
indicated in the heading
 
                  Fdo:
      X. Xxxxx Xxxxxxxx Xxxxxxx

                  Xxx:
      X. Xxxxxxxxx Xxxxxxxx Xxxxxxxxx

                  By VIZZAVI
      ESPAÑA, S.L.

                  By ELEPHANT
      TALK COMMUNICATIONS, HOLDING
AG

16/16

CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. and ELEPHANT
TALK
COMMUNICATIONS,
INC. FOR THE PROVISION
OF
TECHNICAL SERVICES AND OPERATIONAL
 
Annex
I: Ethical Purchasing
 
CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. AND ELEPHANT TALK COMMUNICATIONS, INC.
FOR
THE
PROVISION OF TECHNICAL SERVICES AND OPERATIONAL
Annex
I: Ethical purchasing

ANNEX
I
 
ETHICAL
PURCHASING
 
VIZZAVI
belongs to the Group Vodafone representing the largest telecommunications
networks companies
of the world and as such plays an important role to contribute to the enrichment
of the life of
persons.
 
Mindful
of the importance of managing our business in a careful and responsible manner,
and that is why we
have adopted a set of essential values and principles of business to regulate
our activities
and interactions with all our stakeholders throughout the world, including our
suppliers.
 
In
accordance with our business principles, we are committed to "promote the
implementation of our
business principles by" "part of our suppliers and business
partners."
 
Purchasing
ethical transcribed below policy must read in conjunction with our principles of
business,
and is designed with the aim of promoting both safe and fair, working conditions
as the responsible
management of environmental and social issues within VIZZAVI supply
chain.
 
XXXXXXX
will collaborate with suppliers in the implementation of the political, through
joint audits and
visits to their facilities to assess compliance.
 
XXXXXXX
will encourage all suppliers to implement it in each area of their business and
within their own
strings policy of supplies.
 
THE
OF ETHICAL PURCHASING POLICY
 
1
Child Manpower
 
              ●

              No hiring of anyone whose age is
      below the minimal legal work age.
[1]

              ●

              Minors
      (people under the age of 18) will not be assigned to dangerous tasks, or
      any task that is not commensurate with the
      development of the child.
[2]

              ●

              Whenever
      minors are hired, their best interests will
  prevail.

              ●

              It
      will support, will be developed or will be made contributions to policies
      and programs to assist
      with any juvenile who is currently
working.

2
Forced works
 
              ●

               No
      forced, compulsory labor or regime is used of bonded and employees have
      the freedom
      to terminate your employment by giving reasonable notice. Employees are
      not obliged
      to deposit neither money nor identity with the company
      documents.

3.
Safety and health
 
2/5

CONTRACT
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FOR
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PROVISION OF TECHNICAL SERVICES AND OPERATIONAL
Annex
I: Ethical purchasing

              ●

              Employees
      working in a healthy and safe environment of in accordance with
      international standards
      and national laws. Such an environment includes access to clean toilets,
      drinking
      water, if necessary, adequate for food storage
  facilities.

              ● 

              If
      the company provides accommodation, it must be clean, secure and should be
      to meetbasic
      needs of employees.

              ● 

              Employees
      will receive adequate information and training on safety and
      health.

4.
Freedom of Association
 
              ● 

              As
      far as permitted by law, all employees are free to join or be represented
      by unions orsimilar
      external trade union organizations.

5
Discrimination
 
              ● 

              Negative
      discrimination [3] is prohibited , including on grounds of race or
      sex.

6.
Disciplinary practices
 
              ● 

              Employees
      are treated with respect and dignity. Is prohibited any form of physical,
      verbalaggression
      or other harassment, threats or any other form of
      intimidation.

7
Work Hours
 
              ● 

              Labor
      hours for employees shall comply with national laws and are not excessive
      [4].

8
Salaries
 
              ● 

              Employees
      understand their working conditions and receive a wage [5] fair
      andreasonable,
      low conditions equally fair and
reasonable.

9
Individual behaviors
 
              ● 

              Any
      form of bribery, will not be tolerated including tenders or dishonest
      payments made toemployees
      or organizations or from of these
same.

10.
The environment
 
              ● 

              Processes
      have been implemented to improve, actively, the efficient use of
      limitedresources
      (such as energy, water and the)
(raw).

3/5

CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. AND ELEPHANT TALK COMMUNICATIONS, INC.
FOR
THE
PROVISION OF TECHNICAL SERVICES AND OPERATIONAL
Annex
I: Ethical purchasing

              ●

              Operating
      management, precise controls have been implemented and technicians to
      minimize
      harmful emissions to the
environment.

              ●

              precise
      measures have been implemented to improve the environmental compliance of
      their
      products and services when they arrive at the hands end
    user

              ●

              The
      company supports innovative developments in products and services that can
      offer social
      and environmental benefits.

REFERENCES
 
Ethical
Purchasing policy is based on the following standards
International:
 
              ●

              La
      United Nations Declaration of Universal human
  rights.

              ●

              Conventions
      the of the International Work
Organization.

              ●

              Convention
      on the rights of the child of United
Nations.

Has also
there is reference to:
 
              ●

              Standard
      SA 8000 for International social
Accountability

              ●

              the
      Basic code of the initiative of trade of ethics
  and

              ●

              the
      project of standards on responsibility of the transnational corporations
      and other business
      enterprises rights human (2003)

In
Respect of the conventions of the ILO on labor standards, reference has been
made to the following
provisions during the development of this policy:
●
Convention No. 1 (reasonable working hours)
●
Convention No. 29 (forced labor and servitude)
●
Conventions No. 87, 98 and 135 (freedom of Association)
●
Convention No. 111 (discrimination)
●
Convention No. 138 (minimum age)
●
Convention No. 135 and recommendation No. 143 (the) (Representatives of
workers)
●
Convention No. 155, article 19 (training in the field of the) (security and
occupational hygiene)
 
DEFINITIONS

4/5

CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. AND ELEPHANT TALK COMMUNICATIONS, INC.
FOR
THE
PROVISION OF TECHNICAL SERVICES AND OPERATIONAL
Annex
I: Ethical purchasing

Child
means every human being below the age of eighteen years of age, as said
term is defined in
article 1 the Convention on the United Nations child rights.
 
The
definition of personal
development is covered in Article 32 of the Convention on the rights of
the child
of Nations United.
 
And in
proof of accordance with the above, both witnesses in the representation in
involved, sign the
present annex for exemplary duplicate and a single effect on the date indicated
in the heading
 
                    Fdo:
      X. Xxxxx Xxxxxxxx Xxxxxxx

                    Xxx:
      X. Xxxxxxxxx Xxxxxxxx Xxxxxxxxx

                    By VIZZAVI
      ESPAÑA, S.L.

                    By ELEPHANT
      TALK COMMUNICATIONS, HOLDING
AG

_________________________
 
[1] The
minimum age means age in that completion of compulsory schooling, or under 15
years (or below
the 14 years, in countries whose means of education) (they are insufficiently
developed).
 
[2] The development staff
includes the health or physical, mental, spiritual, moral development or
of a
child.
 
[3] Forms of discrimination may
include race, color, sex, sexual option, religion, political opinion,
nationality,
social origin, social class, indigenous race disability, age, and affiliation of
Association.
 
[4] Must be taken into
consideration the type of work and working hours reasonable, according to
the role
played and the country in question.
 
[5] Must be taken into account
the type of work and the relevant market, wage addition of the existing
interprofessional minimum wage in the country concerned.
 
5/5

CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. and ELEPHANT
TALK
COMMUNICATIONS
HOLDING, AG FOR
SUPPLY
OF
TECHNICAL AND OPERATIONAL SERVICES
 
Annex
J: General Conditions for Prevention of Risks and
Health
 
CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. AND ELEPHANT TALK COMMUNICATIONS HOLDING
AG
FOR
SUPPLY OF TECHNICAL AND OPERATIONAL SERVICES
Annex
J - General Conditions for prevention of risks and health 
          
Annex
J General Conditions of prevention of risks and health.
 
Objective
of VIZZAVI to strictly comply with the demands on risk prevention Labor, that
establishes
the Spanish legislation on law 31/1995 of 8 November, on prevention of labor
risks (LPRL),
amended by Law 54/2003, of 12 December, reform of the normative framework of the
Prevention
of occupational risks, as well as its rules and provisions of development, in
any type of
work do in their centers or workplaces, this company is directly addressed. Both
Parties considered,
in any case, such measures are based on the prevention, as a basic criterion
that must
guide all safety action labor and, hence criterion whose attention lies with all
those companies
collaboration with XXXXXXX.
 
According
to the REAL Decree 171/2004 of 30 January, develops article 24 of the Law
31/1995
of 8 November, the prevention of workplace risk in the field coordination of
business activities
and to develop the VIZZAVI obligations of the implementation of this
article,
ELEPHANT
TALK relation a:
 
1
THE COMPANY AND THE SERVICES OBJECT OF CONTRACT:
 
1 Credits
that has the documentation below is listed in it affecting to the development of
the contract,
referring copy of such services documentation in the case that VIZZAVI so
requires:
 
i)
Organization resources for the preventive activities. 
 
Specification
of the Organization, indicating:
 
              ● 

              Chosen
      Modality preventive Organization (prevention service itself, alien, etc.)
      andassumed
      and agreed specialties with SP
“Ajenos”.

              ● 

              Relationship
      de re courses available human and their training in prevention
      andgeographical
      scope of action for the development of the management of
      prevention

              ● 

              Name
      the partner or person holding the highest responsibility and that credited
      thevalidity
      of the documentation submitted to
XXXXXXX.

ii)
Assessment of the risk.
 
The
evaluation of Risks may be:
 
              ● 

              In
      General, which will cover all activities and tasks that may perform
      workers, as wellas
      the generic information s and instructions delivered by VIZZAVI,
      concerning the risks
      inherent in the post of work.

              ● 

              Specific,
      caused by work intending to perform in specific locations and/or not
      beincluded
      in the previous evaluation.

2/7

CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. AND ELEPHANT TALK COMMUNICATIONS HOLDING
AG
FOR
SUPPLY OF TECHNICAL AND OPERATIONAL SERVICES
Annex
J - General Conditions for prevention of risks and health 
            
These
assessments relate solely to the contract services without exclude any activity
or task. All
assessments will be carried out and revised by ELEPHANT TALK of agreement, at
least set out in
the Democratic Republic 39/97 of 17 January, by which adopted the
RSP.
 
iii)
Planning of the preventive activity
 
From the
assessment of risks that might arise from the development of the services
subject to the
contract and according to the results obtained, ELEPHANT TALK will have before
it a planning
its preventive activity in which, to the less, will detail defined preventive
activities to accredit,
in PRL, subject to workers who develop services covered in the contract. Such
planning
will define:
 
a)
TRAINING Teórico-práctica, sufficient and suitable.
 
By each
course necessary training, at least specify:
 
              ●

              Title,
      agenda of the course, theoretical or practical content, time load of each
      part andactivities
      or tasks for which it is
compulsory.

              ● 

              Certification
      required for the faculty provided the
course.

(b)
Sufficient and appropriate information.
 
The
information (prior and ongoing) will be at least concerning:
 
              ● 

              Risk
      for safety and health of workers.

              ● 

              Measures
      and applicable protection and prevention
  activities.

              ● 

              Measures
      taken from pursuant to article 20 of the LPRL of emergency.
      measures

(c)
Health surveillance.
 
Of the
monitoring of health, at least indicate:
 
              ● 

              Types
      of specified medical examinations.

              ● 

              Recurrence
      established for each tip or of
recognition.

              ● 

              Evaluation
      of health at regular intervals after the incorporation into the work,
      changefunctions
      or prolonged absence.

Each type
of specified medical examination and its periodicity will be (signed) stipulated
by a professional,
an entity or body in medicine of the working.
 
d)
Equipment of work and means of protection.
 
              ●

              Relationship
      of working equipment used by workers and which will be suitable to the
      job
      to be performed. Identification of those that in their use may present
      specific risks for
      workers or third parties and measures to take to control or reduce these
      risks.

3/7

CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. AND ELEPHANT TALK COMMUNICATIONS HOLDING
AG
FOR
SUPPLY OF TECHNICAL AND OPERATIONAL SERVICES
Annex
J - General Conditions for prevention of risks and health 
            
Relationship
equipment individual protection (EPI) suitable (with CE marking) that will
be
provided to their workers and identification of activities, tasks or functions
for those that are
provided.
 
e)
Procedures of work and action in the case of emergency. In these procedures,
among other issues
should include the necessary instructions on first aid, evacuation of injured,
etc.
 
2)
ACCREDITATION AND CONTROL OF WORKERS.
 
To
develop (specified in the corresponding item (iii) paragraph) planning of its
preventive activity
of the present document establishes a system of accreditation and monitoring of
workers
on the prevention of risks, to ensure that ELEPHANT TALK only accredited workers
to develop
the subject of the contract services.
 
Before
activity, ELEPHANT TALK credited in writing to XXXXXXX that the relationship
workers providing
the hired services met with the obligations under the risk assessment and
planning of its
appropriate preventive activity. Such accreditation will mean that workers
indicated:
 
              ● 

              Have
      received sufficient risk information measures for the prevention of such
      risks andmeasures
      of emergency must be applied in each service to be
    developed

              ● 

              Han
      received the corresponding training both theoretical and practical,
      sufficient andappropriate
      techniques and procedures for the prevention of hazards that given
      job.

              ● 

              To
      the vigilance of health, this is suitable for such
  work.

              ● 

              In
      respect to the equipment WORK and media of protection (‘ in later PPE '
      s)individual
      and collective necessary for his work, ELEPHANT TALK available all
      necessary,
      the maintained in appropriate conditions of use, as well as known and this
      trained
      in its use and maintenance.

VIZZAVI
may verify compliance with the previous requirements. If when request
certifications finds
does not conform to what is specified, XXXXXXX is reserve in any case and in its
sole discretion,
the right to refuse entry to its facilities workers designated by ELEPHANT TALK,
notifying
ELEPHANT TALK purpose, forcing it, within a maximum 7 days to update and verify
the
information previously fulfilled.
 
ALL THOSE
WORKERS THAT DO NOT HAVE THE ADEQUATE ACCREDITATIONS WILL HAVE
EXPRESSLY PROHIBITED THE EXECUTION OF WORK FOR VIZZAVI.
 
Development
of This section on the system of accreditation and control of the workers, is
reflected
in a "Protocol control workers" duly signed and managed by both
parties.
 
4/7

CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. AND ELEPHANT TALK COMMUNICATIONS HOLDING
AG
FOR
SUPPLY OF TECHNICAL AND OPERATIONAL SERVICES
Annex
J - General Conditions for prevention of risks and health 
            
ELEPHANT
TALK designate the presence of preventive if as a result resource in the
development
of services the present contract submit the cases laid down in the legislation
in force. In
that case, persons designated shall fulfill the requirements laid down in the
legislation in force,
as well as they will develop the functions and established
responsibilities.
 
3)
NOTIFICATION ACCIDENTS AND INCIDENTS THAT OCCURRED IN CENTRES OR PLACES OF
WORK OF VIZZAVI
 
All the
accidents or incidents during the development of their activity business as
VIZZAVI provider
must be notified immediately.
 
Next to
the notification, ELEPHANT TALK is obliged to submit the following documentation
duly
sealed and visada by its prevention service or in his case by the representative
of the company
within a period not exceeding 7 days after the date of the
accident:
 
              ● 

              From
      the injured full identification TC1 and TC2, certificates of training,
      delivery ofinformation
      and EPI´s and aptitude medical.

              ● 

              From
      the Responsible "for execution of work" at that time: identification
      complete andtestimony
      of what happened, co n its signature
original.

              ● 

              Report
      accidents, at least indicating the kind of sinister, happened event
      identificationof
      witnesses and his statement, etc.

              ● 

              Measures
      that will take to correct the situation that caused the accident or to
      avoidnew
      casualties.

4)
REQUIREMENTS IN THE CASE OF SUPPLIES OF GOODS.
 
In the
case that as a result of the contract award is the provision of machines,
equipment, products
and useful work, ELEPHANT TALK obliged:
 
              ● 

              To
      ensure that they do not constitute a source of danger for the worker,
      wheneverinstalled
      and used in conditions, uses, forms and for recommended purposes by them.
      Moreover,
      must have certification CE.

              ● 

              When
      appropriate, will be packaged and labeled to allow your conservation
      andmanipulation
      in safety.

              ● 

              Provide
      the (security chips) information indicating the correct way of use by
      workers,the
      additional preventive measures to be taken and industrial risks involving
      both normal
      use, as their manipulation or improper use or
  maintenance.

5/7

CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. AND ELEPHANT TALK COMMUNICATIONS HOLDING
AG
FOR
SUPPLY OF TECHNICAL AND OPERATIONAL SERVICES
Annex
J - General Conditions for prevention of risks and health 
            
              ● 

              Any
      information must be in Spanish.

5)
REQUIREMENTS IN CASE OF REALIZATION OF WORKS OF CONSTRUCTION
 
For jobs
that involve the completion of construction, will be obliged compliance with Dr
1627/97,
on October 24, which lays down the minimum provisions on safety and health in
construction.
 
6) OTHERS
OBLIGATIONS OF ELEPHANT TALK.
 
i)
ELEPHANT TALK must deliver to the Manager of the contract by
XXXXXXX:
 
              ● 

              Any
      documentation required in this
annex,

              ● 

              Communicating
      any changes that occur in any of the stated
  documents.

ii)
ELEPHANT TALK certified companies that hire or subcontract for the realization
the contract services
that meet their obligations in field of prevention of workplace risk. Shall be
the responsibility
of ELEPHANT TALK to their contracts or outsourced monitoring of the preventive
rules
contained in this document or any other type of information in this respect that
is transmitted
by VIZZAVI to ELEPHANT TALK, as well as where appropriate, coordinate the
implementation
of the work.
 
iii) for
each company contracted name subcontracted and/or, ELEPHANT TALK will deliver to
VIZZAVI a
certificate showing that it meets the requirements demanded in the field of
Prevention
of occupational hazards.
 
iv)
XXXXXXX will be at the disposal of ELEPHANT TALK for those queries that it needs
to make. You can
set contact over the contract manager. Are reminded that as indicated
constitutes legal
requirements of enforceable, without prejudice come also included elsewhere in
the contract
or contracts signed, so it is them requires stricter enforceable Also recalling
the need that
their workers serve and take additional measures of prevention VIZZAVI to
establish. This derives
than any expenditure which can cause compliance or failure to comply with these
obligations
shall be borne by ELEPHANT TALK account.
 
v)
ELEPHANT TALK undertakes all data provided to VIZZAVI are truthful and duly
updated so as to
meet all requirements required by applicable law on data protection personal.
VIZZAVI reserves
the right to check, when deems it timely, truthfulness, implementation and
compliance with the
instructions, rules, etc. are part of the documentation submitted by ELEPHANT
TALK, of which
must have.
 
6/7

CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. AND ELEPHANT TALK COMMUNICATIONS HOLDING
AG
FOR
SUPPLY OF TECHNICAL AND OPERATIONAL SERVICES
Annex
J - General Conditions for prevention of risks and health 
            
And in
proof of accordance with the above, both witnesses in the representation in
involved, sign the
present annex J exemplary duplicate and a single effect on the date indicated in
the heading
 
                    Fdo:
      X. Xxxxx Xxxxxxxx Xxxxxxx

                    Xxx:
      X. Xxxxxxxxx Xxxxxxxx Xxxxxxxxx

                    By VIZZAVI
      ESPAÑA, S.L.

                    By ELEPHANT
      TALK COMMUNICATIONS, HOLDING
AG

7/7

CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. and ELEPHANT
TALK
COMMUNICATION
HOLDING, AG FOR THE
PROVISION
OF
TECHNICAL AND OPERATIONAL
SERVICES
 
Annex
K: Requirements for Compliance with Sarbanes Oxley
Regulations
 
C
CONTRACT BETWEEN VIZZAVI ESPAÑA, S.L. AND ELEPHANT TALK COMMUNICATION
HOLDING,
AG FOR
THE PROVISION OF TECHNICAL AND OPERATIONAL SERVICES
Annex
K: Requirements for compliance with Sarbanes Oxley regulations 
          
The
parties agree that in the time in which XXXXXXX must fulfill SOX, ELEPHANT TALK
regulations adopt
technological solutions appropriate to VIZZAVI and compliance the above rules
without that this
brings additional charge.
 
And test
in accordance with everything above, both witnesses representation involving,
sign the present
annex M exemplary duplicate and a single effect in the date indicated in the
heading
 
                  Fdo:
      X. Xxxxx Xxxxxxxx Xxxxxxx

                  Xxx:
      X. Xxxxxxxxx Xxxxxxxx Xxxxxxxxx

                  By VIZZAVI
      ESPAÑA, S.L.

                  By ELEPHANT
      TALK COMMUNICATIONS, HOLDING
AG

CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. and ELEPHANT
TALK COMMUNICATION HOLDING, AG FOR THE
PROVISION
OF
TECHNICAL AND OPERATIONAL
SERVICES
 
Annex
L: Certificates
 
C
CONTRACT BETWEEN VIZZAVI ESPAÑA, S.L. AND ELEPHANT TALK COMMUNICATION
HOLDING,
AG FOR
THE PROVISION OF TECHNICAL AND OPERATIONAL SERVICES
Annex
L: Certificates 
          
ELEPHANT
TALK attaches to this annex a copy of its insurance policy
 
Also,
within 30 days from the signature of this annex ELEPHANT TALK is committed to
deliver the following
documents to VIZZAVI
 
              ●

              Certification
      issued by the competent body that accredits that ELEPHANT TALK is aware of
      their tax
      obligations.

              ● 

              Certification
      issued by the competent body that accredits that ELEPHANT TALK is aware of
      theirlabor
      obligations.

And as
proof of their conformity with the foregoing, both Parties appearing, in the
representation in which
they intervene, sign this Annex D in duplicate and for a single purpose on the
date indicated ut
supra.
 
                  Fdo:
      X. Xxxxx Xxxxxxxx Xxxxxxx

                  Xxx:
      X. Xxxxxxxxx Xxxxxxxx Xxxxxxxxx

                  By VIZZAVI
      ESPAÑA, S.L.

                  By ELEPHANT
      TALK COMMUNICATIONS, HOLDING
AG

CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. and ELEPHANT TALK COMMUNICATIONS, HOLDING AG. FOR
THE
PROVISION
OF TECHNICAL AND OPERATIVE SERVICES
Annex
M: Definitions 
          
CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. and ELEPHANT
TALK COMMUNICATIONS HOLDING, AG FOR THE
PROVISION
OF
TECHNICAL AND OPERATIVE SERVICES
 
Annex
M: Definitions
 
CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. and ELEPHANT TALK COMMUNICATIONS, HOLDING AG. FOR
THE
PROVISION
OF TECHNICAL AND OPERATIVE SERVICES
Annex
M: Definitions 
          
To the
effects of the stated in the Main Body of the Contract to which this Annex is
part, the following
terms will mean:
 
              ●

              Operator:
      Physical or legal entity who operates public electronic communications
      networks or provides
      electronic communications services available to the public and has
      notified the Comisión del Xxxxxxx de las
      Telecomunicaciones the beginning of its
      activity.

              ●

              XXXXXXX's
      customer: Legal entity to whom XXXXXXX provides the necessary wholesale
      access services
      for the provision of mobile electronic communications services to end
      users.

              ●

              XXXXXXX's
      customer's subscriber or end customer: Physical or legal entity who uses
      XXXXXXX's customer's
      mobile electronic communications services and that does not run public
      communications
      networks neither does not provide electronic communications services
      available
      for the public nor resells them as
well

              ●

              Technical
      platform Services: Services included in the initial scope of the
      Contract.

              ●

              Technological
      integral platform: infrastructure Necessary for the provision of the
      services included in
      the initial scope of the Contract.

              ●

              VIZZAVI's
      Group: Set of companies that (a) possess a significant percentage of
      VIZZAVI's share capital,
      (b) possess a significant percentage of some of the significant
      shareholders of VIZZAVI or
      (c) of which VIZZAVI is a significant shareholder. In this context,
      significant percentage means
      a participation larger than 5% of the capital. Significant shareholder is
      that that has a significant
      percentage of the capital or that it is represented in the Board of
      Directors of the specific
      company.

              ●

              Direct
      competitor of VIZZAVI: Any other company that competes in the Spanish
      mobile electronic communications
      market and that does not belong to VIZZAVI's
  Group.

              ●

              Mobile
      communications public networks access wholesale: services consisting in
      the provision to another
      operator of resources or services with the purpose of allowing this
      operator to provide to its
      end customers all the set of mobile communications services, in the same
      way as the mobile network
      operators.

              ●

              Roadmap:
      Document that describes the new functionality to be incorporated to the
      scope of the Contract
      and a calendar that specifies the availability date of this functionality,
      according to what it
      is established in clause 3.2.1 of the Main Body of the
      Contract.

              ●

              Mobile
      electronic communications market: Retail and wholesale, access,
      origination and termination
      of call and other voice, messaging, video or data services in the public
      mobile telephony
      network.

              ●

              Mobile
      Virtual operator (MVNO): Organization qualified by the Commission of the
      Market of the Telecommunications
      for the provision of mobile electronic communications services but that
      lacks
      of an access network or other essential telecommunications network
      components for an operator.

2/3

CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. and ELEPHANT TALK COMMUNICATIONS, HOLDING AG. FOR
THE
PROVISION
OF TECHNICAL AND OPERATIVE SERVICES
Annex
M: Definitions 
            
Telecommunications
network: Set of infrastructure necessary for the provision of electronic
communications
services.
 
              ●

              Services'
      commercial launch Date: Date in which XXXXXXX's acceptance of the services
      object of the
      contract takes place as the agreed services for launch date are available
      for commercialization,
      according to what it is established in Annex
E.

              ● 

              Transition
      period: Time Period subsequent to the conclusion of the Contract during
      which thecontinuity
      of the provision of the services object of the Contract will be maintained
      according to what
      it is established in clause 6,4 of the Main Body of the
      Contract.

              ● 

              Services
      included in the initial scope of the contract: Set of products, services,
      features andtechnical
      and operative specifications defined in Annexes A, B1, B2, C, D and E that
      are comprised
      in the body of this Contract to the date of its
  signature.

              ● 

              New
      services incorporated to the scope contract: Any product, service, feature
      and/or technicaland
      operative condition not included in the initial scope of the contract but
      that both Parties decide
      to add later, defining a new scope of the contract. At a given moment, the
      scope of the contract
      will be defined by the addition of the services included in the initial
      scope of the contract and
      the new services incorporated to the scope of the contract. The changes of
      scope will be formalized
      by means of the corresponding addendum to the body of the
      contract.

And in
witness of their conformity with all the foregoing, both appearing parties, in
the representation
in which they take part, sign this Annex M in two copies and to a single purpose
on the
date indicated in the heading,
 
                  Signed:
      X. Xxxxx Xxxxxxxx Xxxxxxx

                  Signed:
      X. Xxxxxxxxx Xxxxxxxx Xxxxxxxxx

                  By VIZZAVI
      ESPAÑA, S.L.

                  By ELEPHANT
      TALK COMMUNICATIONS, HOLDING
AG

3/3

CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. and ELEPHANT
TALK
COMMUNICATION
HOLDING, AG FOR THE
PROVISION
OF
TECHNICAL AND OPERATIONAL
SERVICES
 
Annex
N: Environment
 
CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. AND ELEPHANT TALK COMMUNICATION HOLDING, AG FOR
THE
PROVISION
OF TECHNICAL AND OPERATIONAL SERVICES
Annex
N: Environment 
          
Annex
N - Environment
 
ELEPHANT
TALK expressly undertakes to comply with the applicable legislation of
environmental content,
in relation to the activities whose execution comes out of this
contract.
 
It Also,
undertakes to proper management and treatment of any kind of waste toxic or
dangerous well
established by the existing legal system, whose origin or occurrence bring cause
of any activity,
directly or indirectly related to the conclusion of this contract, and
particular, to undertake for them
and in accordance with the provisions legal that they are application, few
specific activities
are required, either treatment, storage, management or any other
similar.
 
On the
same manner, ELEPHANT TALK expressly undertakes to comply with the obligations
specified
ahead without prejudice to give full compliance to any other obligations may
come you imposed
by existing legal provision applicable to activities that by the present
contract are set, and whose
improper treatment can affect or affect the environment. Consequently ELEPHANT
TALK consents
in force a:
 
1. Carry
out any activity that is mandated by VIZZAVI with cause in the celebration of
this contract,
strict complying few principles and guidelines emanate the environmental policy
and guidelines
implemented environmental management system by the latter, whose entire contents
declares
know.
 
2. to
VIZZAVI the information you are required, in relation to any impact or derived
environmental impact of
the activities whose execution bring cause of this contract and to submit, where
appropriate,
any inspection, verification or measurement of such effects well by VIZZAVI or
any third
party that this entity designated, and special regard to the generation of
waste, treatment, emissions
of noise and harmful elements to the atmosphere, and any other similar to
require specific
activities by imposition of the legislation that you be applicable.
 
3. to
discharge and subsequent treatment of waste in accordance Law 10/1998, of 21
April of waste and
other provisions apply to develop it or replaced it, generated during execution
activities whose
remit are established by this contract, as well as the delivery to the
corresponding documentation
VIZZAVI supporting the correct management of waste generated.
 
4.
ELEPHANT TALK will be responsible for few breaches or sanctions may be
attributable for infringement
of the legislation environmental is of application, without that can affect
VIZZAVI amount or
spending by these concepts. It also assumes with character I express the
responsibility that in
any area could be attributable, by any violation arising from breach of
environmental legislation
applicable to the contracted activities and especially in respect of the
generation of an environmental
impact, whether in the management of the materials or products used for the
execution
of any activity derived from this contract, or their inadequate management,
treatment or storage.
 
CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. AND ELEPHANT TALK COMMUNICATION HOLDING, AG FOR
THE
PROVISION
OF TECHNICAL AND OPERATIONAL SERVICES
Annex
N: Environment 
            
5.
ELEPHANT TALK undertakes to implement many preventive measures deems appropriate
to avoid any
impact or negative impact to the environment during the execution of the
derivative works
from the present contract, running to your account few expenditure derived by
allegations responsibility
of few breaches derived on the occasion of those, whether for breach of the
legislation
applicable to activity specific or any other, without that can affect VIZZAVI
any responsibility
for These concepts.
 
6. prior
to the start of under work of the celebration of the present document, is
obliged to sign the appropriate
contract with a manager of waste authorized by the corresponding Autonomous
Community,
in accordance with the terms established in the 10/1998 Act and other provisions
that develop
it or substitute, in relation to the management of waste generated during the
work or that you have
been required under activities in the This contract.
 
7.
VIZZAVI reserves the right require ELEPHANT TALK to the presentation of at least
one copy of the
contract signed by one with the Authorized manager waste, and delivery of
documents which pursuant
to the applicable provisions in force in this regard, you may be required
subsequent to the
completion of the derived task execution of the celebration of the present
contract.
 
8. It
will be the responsibility of ELEPHANT TALK few measures corrective deems
necessary to avoid any
impact production or impact on the environment during the execution of the work
object the
present contract.
 
9. in
addition, in case of descend any impact, incidence or contravention of the
environmental law applicable
to any activity whose execution coming of the present contract, undertakes to
take measures
corrective whatever necessary to minimize or eliminate the same.
 
10. To
develop and where appropriate refer to VIZZAVI prior request, a study of
environmental incidents
arising from any activity whose execution coming of the present contract with
the following
minimum content:
 
A-
IDENTIFICATION AND ASSESSMENT OF ENVIRONMENTAL ASPECTS
 
1 Listing
the environmental aspects associated with the made in connection activity
with:
 
-Emission
of pollutants, noise and vibration into the atmosphere.
 
-Management
of assimilable to urban and inert waste.
 
-Management
hazardous waste.
 
-Alteration
the natural environment / landscape.
 
-Condition
Visual interim installations.
 
-Condition
the cultural, artistic or archaeological heritage.
 
2
Quantification the aspects previously identified in the extent
possible.
 
CONTRACT
BETWEEN VIZZAVI ESPAÑA, S.L. AND ELEPHANT TALK COMMUNICATION HOLDING, AG FOR
THE
PROVISION
OF TECHNICAL AND OPERATIONAL SERVICES
Annex
N: Environment 
            
3 List of
preventive and corrective measures to minimize environmental impact of the
executed activity.
 
B).
IDENTIFICATION OF LEGAL ENVIRONMENTAL MANAGEMENT REQUIREMENTS
 
1 Listing
of standards and derived requirements applicable to made activity, and
relationship with described
environmental aspects.
 
2 Copy of
the necessary documents in connection with the applicable legislation (document
of) (monitoring
and control of hazardous waste, license work,).
 
3 Copy of
the Study of environmental impact when the rules on impact assessment
Environmental does
apply to made activity.
 
C).
PLAN OF MONITORING AND CONTROL OF LABOUR
 
1 Cards
of monitoring and control with the following content: description of the
operation, type of control
(visual or documented), control, periodicity criterion of acceptance and
responsible for monitoring.
 
2
Description and copies of the procedure in emergency situations.
 
3
Identification company authorized handler you want to do charge of waste inert
and hazardous waste.
 
4.
Identification of the responsible person in relation to environmental
management.
 
ELEPHANT
TALK agrees to comply with provisions in this annex and with the procedures and
specifications
arising from the management system Environmental implanted in VIZZAVI
applicable,
which will be delivered by VIZZAVI to ELEPHANT TALK to request. Also, take all
necessary
measures to ensure that employees are informed of the provisions of this annex
and procedures
and specifications that apply you.
 
And as
proof of their conformity with the foregoing, both Parties appearing, in the
representation in which
they intervene, sign this Annex D in duplicate and for a single purpose on the
date indicated
ut supra.
 
                  Fdo:
      X. Xxxxx Xxxxxxxx Xxxxxxx

                  Xxx:
      X. Xxxxxxxxx Xxxxxxxx Xxxxxxxxx

                  By VIZZAVI
      ESPAÑA, S.L.

                  By ELEPHANT
      TALK COMMUNICATIONS, HOLDING
AG
Document Metadata

Table of Contents

CONTRACT BETWEEN VIZZAVI ESPAÑA, S.L. and ELEPHANT TALK COMMUNICATIONS HOLDING, AG FOR THE PROVISION OF TECHNICAL AND OPERATIVE SERVICES

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/s/: Xx. Xxxxx Xxxxxxxx Xxxxxxx			/s/: Xx. Xxxxxx Xxxx Xxxxx Xxxxx Van Der Velden


For: VIZZAVI ESPAÑA, S.L.			For: ELEPHANT TALK COMMUNICATION HOLDING, AG
Por ELEPHANT TALK	Nombre:	Xxxxxx Xxxxxxxxxxx

	Dirección:	World Trade Center
		Xxxxxxxx Xxxxxxxxx 000
		1118 BH Schiphol (Amsterdam Airport)
		The Netherlands

	Cargo que ostenta:	Project Manager

	Nº teléfono:	x00.000.000.000 / +34. 603.050.040

	e-mail:	xxxxxx.xxxxxxxxxxx@xxxxxxxxxxxx.xxx

Por VIZZAVI	Nombre:	Xxxx Xxxxxxx Xxxxx Xxxxxxxxx

	Dirección:	VIZZAVI ESPAÑA, S.L.
		Avenida de Europa, 1 – P.E. “La Moraleja”
		28108 Alcobendas (Madrid) – SPAIN

	Cargo que ostenta:	Director

	Nº teléfono:	x00.000.000.000

	e-mail:	xxxx-xxxxxxx.xxxxx@xxxxxxx.xx
Fdo: X. Xxxxx Xxxxxxxx Xxxxxxx	Xxx: X. Xxxxxxxxx Xxxxxxxx Xxxxxxxxx

Por VIZZAVI ESPAÑA, S.L.	Por ELEPHANT TALK COMMUNICATIONS, HOLDING AG
Fdo: X. Xxxxx Xxxxxxxx Xxxxxxx	Xxx: X. Xxxxxxxxx Xxxxxxxx Xxxxxxxxx

By VIZZAVI ESPAÑA, S.L.	By ELEPHANT TALK COMMUNICATIONS, HOLDING AG
Signed: X. Xxxxx Xxxxxxxx Xxxxxxx	Signed: X. Xxxxxxxxx Xxxxxxxx Xxxxxxxxx

By VIZZAVI ESPAÑA, S.L.	By ELEPHANT TALK COMMUNICATIONS, HOLDING AG