AGREEMENT FOR SUPPLY OF PRODUCTS BETWEEN XALTED NETWORKS INC. AND ERICSSON INDIA PRIVATE LIMITED For FMCC Solution

Buyer manufactures, sells and provide telecommunication systems, products and services;

Seller manufactures sells and distributes telecom OSS/BSS Products and Solutions.

Seller has offered to sell the Products to Buyer;

Buyer has entered into agreements with its customer / BSNL to supply telecommunication systems and provide related services of which the Products and Services form a part;

The Parties hereby enter into this Agreement for the supply of Products.

DEFINITIONS

For the purpose of this Agreement, the following terms shall have the meaning hereby assigned to them unless the context would obviously require otherwise.

means the acceptance of the Products evidenced by an Acceptance Certificate.

means the acceptance certificate issued by Customer upon successful completion of the acceptance procedure set out in Annexure 6 (Acceptance Procedure).

means this Agreement for Supply of Products, including its Appendices and any other attachments hereto, together with if any amendments, modifications, Clarifications and supplements issued by the Customer.

means the appendices forming part of this Agreement.

means an Article in this Agreement.

means any day from Monday to Saturday between 9.00 a.m. and 6.00 p.m., local State, Bank and statutory holidays in India excluded.

means successful completion of prescribed tests for the Products offered including the fulfillment of all the obligation except those relating to Warranty and AMC.

means a specific purchase order placed by BSNL/Ericsson (Customer/Buyer) on the Seller signed by the (Customer/Buyer) including all attachments and appendices thereto and all documents incorporated by reference therein regarding the purchase and licensing of the Products concluded in accordance with Article 3 (Ordering Procedure).

means Bharat ▇▇▇▇▇▇▇ ▇▇▇▇▇ Limited, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇.

means the Tender No. MM/CMTS/032006/000301 dated 22 March 2006 read with all the amendments, clarifications, modifications, supplements etc. issued by Customer from time to time.

means the end-customers of the Customer using the Products. For the sake of clarification, Buyer or any Ericsson Company are not included in the said definition.

means Telefonaktiebolaget LM Ericsson (publ) or any other company whose votes and/or capital are to fifty per cent (50%) or more controlled directly or indirectly by Telefonaktiebolaget LM Ericsson (publ).

means any component, equipment, goods, part or other merchandise excluding any Software purchased under this Agreement.

means an agreed period of time immediately preceding the delivery date.

means a Modification, which needs to be done in order to secure the Product’s compliance with applicable governmental requirements.

means any modification of the Products affecting the form, fit, function, quality, maintainability, interface, interchangeability or

reliability of the Products, or any modification affecting the Products compliance with applicable governmental requirements.

means the machine-readable version of the Software that is expressed in a form that is not generally suitable for modification by humans without reverse engineering.

means the Hardware, the Spare Parts, and/or the Support Materials acquired by Buyer under this Agreement.

means any software programs included in the Products, whether in whole or partial form or on any kind of media, and any Updates and copies thereof made in accordance with this Agreement.

means components and other parts needed for successful repair and maintenance of the Products.

means the applicable specification for the Products.

means a subarticle in this Agreement.

means the appropriate documentation required to support the use, installation and maintenance of the Products, including any human readable program scripts, flow charts, logic diagrams, input and output forms, manuals, specifications, instructions, and other materials related to the Products, and any extracts, Updates and copies thereof.

appearing in this Agreement or the Customer Tender and means that the support/ capability/ provision etc. for the referred functionality shall be provided in the network elements together with the associated hardware, for commercial exploitation by Customer as part of the requirements under the Customer Tender.

means any and all updates, upgrades, revisions, additions, modifications, enhancements and new versions and releases of the Software and the Support Materials, as the context may require.

means a process of testing the equipment as per the specifications including requirements for use in BSNL network. Validation is carried out in simulated field environment and includes stability, reliability and environmental tests.

Other capitalized expressions used in this Agreement shall have the meanings respectively assigned to them.

Words indicating the singular only also include the plural and vice-versa, where the context so requires.

The headings of the Articles are for convenience only and shall not affect their interpretation.

SCOPE OF AGREEMENT AND AGREEMENT DOCUMENTS

This Agreement comprises the terms and conditions under which Buyer shall purchase Products from Seller.

If any, functions or responsibilities not specifically described herein or in any related documents are an inherent, necessary or are reasonably required for proper performance of the Products in accordance with the Agreement or are required by the Customer, they shall be deemed to be included within the scope of Supply as if such, functions or responsibilities were specifically described in this Agreement.

Seller shall be responsible for providing (at no additional cost to Buyer) any and all additional items that are not expressly included by the terms of this Agreement to the extent such items are reasonably required for the achievement of the objectives or are required by the Customer and pertain to the Seller’s scope of work.

The Seller further affirms and represents that the Products supplied under this Contract shall confirm to the standards prescribed in the technical specifications as detailed hereunder or in the Customer Tender. Seller undertakes to comply, abide by and be bound to the Special Conditions of the Customer Tender & Technical Specifications as specified the Customer Contract.

Buyer shall submit purchase orders in accordance with Article 3 (Ordering Procedure) and the parties will conclude Contracts in accordance with the said Article.

A Contract shall consist of the following documents:

the relevant purchase order.

this main agreement document.

the Appendices

Product Description and ▇▇▇▇ of Material

Support Materials

Prices and Delivery Lead Time

Validation and Acceptance Procedures

Maintenance and Support Plan

Training and Consulting

Specific Quality Requirements

Code of Conduct

Banned and Restricted Substances

Declaration Letter

Letter of Guarantee

In case of inconsistencies, the documents will prevail in accordance with the above order, unless an explicit reference has been made in the subordinated document to the effect that a specific provision shall prevail notwithstanding certain provisions in the superior document.

The Appendices shall be kept up-to-date and any modifications thereof shall be executed as a result of agreed modifications. The parties shall endeavor that the Products and the Support Materials are described or listed in Annexure 1 (Product Description and ▇▇▇▇ of Material) and Annexure 2 (Support Materials).

This Agreement contains the entire agreement between the parties on the subject matter of this Agreement, and supersedes all representations, undertakings and agreements previously made between the parties with respect to the subject matter of this Agreement.

For the avoidance of any doubt, any and all pre-printed standard terms (e.g. on a purchase order, order acknowledgement, or invoice) shall not have any applicability unless the other party has expressly accepted the relevant term.

This Agreement or any Contract may be modified only by a written document duly signed by the parties and referencing this Agreement or the relevant Contract.

This Agreement is a binding commitment to purchase Seller’s Products. Any forecasts provided to Seller regarding the Products are for information purposes only.

The Seller shall ensure that any installation carried out by them under this Agreement should not become a safety hazard and is not in contravention of any statute, rule or regulation and public policy.

Intentionally Deleted.

ORDERING PROCEDURE

Buyer is entitled to issue separate purchase orders to Seller for the procurement of Hardware.

The purchase order may be sent by mail, telefax, or, if applicable and agreed, electronically followed by a signed hard copy.

The Buyer may, at any time, by a written order given to the Seller, make changes within the general scope of this Contract and/or any purchase order, in anyone or more of the following:

drawings, designs or specifications, where Products to be supplied under the Contract are to be specifically manufactured for the Buyer

the method of transportation or packing

the place of delivery and/or

the services to be provided by the Supplier.

If any change as per clause 3.3 above, causes an increase or decrease in the cost and quantity of, or the time required for the execution of the Contract an equitable adjustment shall be made in the Contract Price or delivery schedule or both, and the Contract shall accordingly be amended. Any proposal by the Seller for the adjustment under this Clause must be made within thirty days from the date of receipt of the change in Purchase Order.

Seller shall within three (3) Business Day from Seller’s receipt of the purchase order acknowledge receipt of the purchase order, and within five (5) Business Days from the receipt notify Buyer if, in Seller’s opinion, the purchase order is not consistent with the provisions of this Agreement.

Seller shall at all times use its best knowledge to verify whether a purchase order is suitable for its purpose or erroneous. In the event Seller has reason to believe that the purchase order is in any respect erroneous or for other reasons must be adjusted, Seller shall immediately notify Buyer.

Intentionally Deleted.

A Contract between Seller and Buyer shall be considered concluded when Seller has received a purchase order, provided that the purchase order is in accordance with the terms and conditions of this Agreement. The Contract is legally binding upon the parties.

If the purchase order is not in accordance with the terms and conditions of this Agreement, a Contract shall be considered concluded either when: (i) Seller has accepted the said purchase order, or (ii) Seller has received the purchase order and failed to give written notification pursuant to Subarticle 3.35 that the purchase order is not in accordance with this Agreement.

If Seller has notified pursuant to Subarticle 3.5 that the purchase order is not in accordance with this Agreement, no Contract is concluded. Instead, the parties shall discuss and agree if a new corrected purchase order shall be issued or if the incorrect purchase order can be accepted, however with certain modifications. In such case, such modifications shall be documented in writing and will form part of the purchase order. When such an agreement has been made, a Contract shall be considered concluded.

When a Contract has been concluded, this Agreement shall then be deemed to be an integrated part of such Contract.

PRICES, TERMS OF PAYMENT AND TAXES

The prices for the Products are exclusive of all taxes, charges, duties or levies, as applicable at the time of issue of purchase order, payable by the Buyer to the Seller shall be set out in

Annexure 3 (Prices and Delivery Lead Time). All prices are firm and fixed and shall include the cost of packing and package.

The price-lists in Annexure 3 (Prices and Delivery Lead Time) do not preclude mutually agreed special price arrangements requested by Buyer on a case-by-case basis.

Prices offered by Seller to Buyer shall not be higher than the price Seller has or will offer to other customers under similar conditions.

Invoices shall refer to the purchase order number. Each invoice shall refer to one (1) purchase order only and shall be submitted to Buyer’s location designated In the purchase order.

Buyer shall pay undisputed invoices within thirty (30) days from the later of the date of receipt of the invoice, or the delivery date of the Products.

Payment shall be made in USD except imported items for which deliveries are to made by the Seller to the Buyer on High Seas Sale.

Seller shall be entitled to raise invoices on completion of relevant formalities and documentation as stated in Annexure 3 (Prices and Delivery Lead Time).

Buyer may apply any amounts due or accrued to Buyer under this Agreement or a Contract to reduce any amount due or accrued to Buyer under this Agreement or a Contract or any other arrangement.

Buyer shall be responsible for all taxes, charges, duties or levies related to this Agreement levied by any government or taxing authority

In accordance with the present or future laws in India, Buyer shall deduct applicable statutory tax from the payments made to Seller and shall issue a certificate in that respect.

Parties shall be responsible for their respective personal income tax.

Supplier shall be entitled to raise invoices at following Payment Milestones:

Payment Terms for Supply of Products

TERMS OF DELIVERY

Seller understands and acknowledges that proper delivery at the agreed upon delivery y dates, are important to Buyer and that delay can cause severe damages to Buyer. Unless otherwise set out in this Agreement, the Products shall be delivered at the place and on the date(s) and as per the terms specified set out in the Contract.

The Lead Time for the Products shall normally be set out in Annexure 3 (Prices and Delivery Lead Time). Prior to the commencement of the relevant Lead Time, Buyer may free of charge change a Contract, in whole or in part in case such changes are necessary due to corresponding changes made by BSNL for reasons beyond the control of the Buyer.

The terms of delivery for Products shall be Ex Factory / Warehouse in accordance with INCOTERMS 2000 sales on high seas.

The title of the Products so supplied shall vest with the Buyer after the sale is concluded by way of High Sea Sales. But the responsibility shall remain with the Seller until installation of the Product is completed and it is handed over to the Customer for operation.

Buyer shall obtain title to the Products without any liens, encumbrance or security interest, including purchase money security interests (excluding the Software) when delivery has taken place.

Upon delivery of the Products and if not otherwise specifically agreed in writing, Seller shall also deliver the Support Materials to Buyer as specified in Annexure 2 (Support Materials) at no extra cost.

The Support Materials provided under this Agreement shall be in the English language.

In order to assure Buyer or its customer of the prompt and unrestricted use of Products, Seller hereby waives and covenants to keep Products free from, any and all liens and encumbrances which it might otherwise assert in the resolution of disputes arising out of the performance of a Contract.

All technical assistance for installation, commissioning and monitoring of the Products shall be provided by the Seller at no extra cost during laboratory evaluation, if any, validation / type approval and field trial/operation period as stipulated in Annexure 4.

PACKING AND LABELING

The packing and package shall give the protection required under normal transport conditions to prevent damage to or deterioration of the Products. If requested, Seller shall label the Products with Buyer’s product codes and logotypes.

The Products shall be packed and marked in accordance with Buyer’s instructions. The purchase order number and Buyer’s product numbers shall be set out in the shipping documents. A Particular Item mentioned in Purchase Order would be deemed to have been received in full only if all parts/ components, installation material etc. are supplied as a Package during schedule delivery Period.

LICENSE GRANT

Subject to the terms and conditions of this Article 7 (License Grant), Seller grants to Buyer and or its Customer for the purposes mentioned in the BSNL Tender perpetual rights and licenses without any limitations.

use, copy, and make extracts from the Software and the Support Materials;

incorporate, merge or bundle the Software and the Support Materials or modifications thereof or extracts there from into any products, equipment, other software or other support materials;

sublicense the rights to the Software and the Support Materials stated in a) and b) above to Customer, as set out in Article 9 (Maintenance, Support and Spare Parts);

make as many copies of the Software and the Support Materials and modifications thereof and extracts there from as are required for exercise of the licenses granted in this Subarticle;

e) Intentionally Deleted.

(i)

All the software licenses supplied shall be perpetual without any limitations on use by BSNL for the scope as per the tender referred in this Agreement.

All the system software loaded in the various network elements shall be supplied in media suitable for re-loading of the software in the network element, if needed.

All the Software upgrades and/or patches required for the maintenance of the system supplied will be implemented without any additional cost at each site for 7 years and Acceptance Testing of the system will be got done by him through authority designated by Customer for all functions of all systems after the implementation of Software Upgrades I Patches in each system.

Intentionally Deleted

The rights and licenses to the Software and the Support Materials granted above shall include a right for the Buyer and the Customer to have the Software and the Support Materials.

In the event Buyer should need additional rights in respect of the Products, Seller shall offer such additional rights on reasonable conditions. The same shall apply to new products and services, which are made commercially available by Seller.

Should Buyer need modifications of the Products, to comply with the tender Seller shall offer to make such modifications on reasonable conditions. The modifications shall be deemed as Products under this Agreement.

Intentionally Deleted.

All the Software upgrades and/or patches required for the maintenance of the system supplied will be implemented without any additional cost at each site for 7 years and Acceptance Testing of the system will through authority designated by Buyer for all functions of all systems after the implementation of Software Upgrades/Patches in each system.

Computer programs (software) having essentially the same functionality as the Software shall be deemed Software in accordance with this Agreement notwithstanding any different or changed name of the software program.

The Software may not be decompiled or reverse engineered except to the extent required to obtain interoperability with other independently created computer programs or as permitted by compulsory law, without taking the written consent of the Seller, which must not be withheld if required to comply with the Tender.

Buyer and the Customer shall be entitled to make a reasonable number of copies of the Software, free of charge, for back-up and archival purposes. Further, Buyer, and the Customer shall, free of charge, be entitled to make a reasonable number of copies of the Software for various purposes including but not limited to internal training, evaluation, customer demonstration purposes as well as for End User support.

Without limiting the generality of Subarticles 7.1 and 7.3, Buyer has the right to: reproduce, translate, modify, adapt and include the Support Materials provided by Seller into Buyer’s supporting documentation.

VALIDATION AND ACCEPTANCE

VALIDATION

The systems/equipments supplied in the network, by the Seller against the purchase orders placed on them shall be subjected to validation by the team designated by Customer during which the tests as per the provisions of TEC specifications and tender requirements shall be conducted. The test schedule and procedures for the same shall be finalized by the testing authority in consultation with the Sellers within 2 months from the date of purchase order. Any deficiency found during validation in performance of the system as per the requirement shall be rectified by the Sellers immediately at all locations. The configuration that shall be offered for validation shall be decided by testing authority designated by the Customer and the testing methodology shall be finalized in consultation with the Buyer. The Seller at their own cost shall provide all the testing equipment including load test equipment, drive test tool and the post-processing tool etc. required for validation of the system.

Intentionally Deleted

(iii)

Acceptance shall occur when the Products and/or Services have successfully passed the agreed acceptance procedures described in Annexure 4 (Validation and Acceptance Procedures) evidenced by the Acceptance Certificate. The purpose of Acceptance tests is to establish that the Products meet the Specifications. In case after signing the Agreement, Customer or any regulatory/statutory authority prescribes any additional tests to be performed, Seller agrees to carry out such tests at no additional cost.

Seller shall be solely responsible for carrying out the Acceptance tests. Seller hereby agrees to strictly follow the procedure for Acceptance testing. Upon completion of the Acceptance tests, Seller shall prepare test reports, specifying the Acceptance tests and the results thereof.

The Buyer reserves the right to appoint any testing authority for carrying out Acceptance Testing of the Products and its network elements. The Acceptance Test schedule generally covers the following:

Check on ironwork, cabling, wiring and earthing

Functional test on individual equipment/network for meeting the required parameters

Coverage and capacity test

100% traffic trials

The Seller shall submit, at the time of signing of this Agreement, a comprehensive and complete test schedule together with test set-up and procedure for conducting Acceptance Testing for the Products to be supplied under this Agreement. The Seller shall modify the tests as required by the Customer and/or Buyer and finalize an Acceptance Test schedule at least one month in advance of beginning of installation in consultation with TEC/verification & testing authority. The Seller shall also clearly indicate the specifications clause(s) verified by each test. The Buyer and/or the Customer shall have the right to make modifications or additions to any test or techniques of measurement as considered necessary by it.

The Seller shall make available the software programs and testers required for carrying out the acceptance tests as per the schedule. The Seller shall indicate whether the software package includes programs for testing the nodes under full load conditions and overload conditions by creation of artificial traffic. Such test program shall be supplied by the Seller. The seller shall also indicate the technique used in the creation of such artificial traffic.

In the event that Products or part thereof fail to meet any of the Acceptance criteria set forth in Annexure 4 (Validation and Acceptance Procedures) for any Acceptance test (each such Acceptance test, a “Failed Acceptance Test”), Seller shall (unless expressly otherwise agreed to by Buyer and/or Customer), at its sole cost and expense, remedy, correct or otherwise cure such failure to meet the Acceptance criteria. Thereafter, Seller shall repeat the Failed Acceptance Tests, and such other Acceptance tests as may be required by Buyer at its sole discretion. The above process shall be repeated till the Acceptance criteria set forth in Annexure 4 (Validation and Acceptance Procedures) are achieved. Any components or modules failing during the acceptance tests shall be replaced free of cost by the Seller immediately. The replacement of faulty cards will be ensured within the time frame similar to what has been specified for the Purpose of AMC.

The Buyer shall certify that the Product is ready for commissioning after all Acceptance Tests have been successfully carried out to the satisfaction of the Customer and Buyer and, upon certification by BSNL, that the Product is fit for commissioning.

MAINTENANCE, SUPPORT AND SPARE PARTS

Seller shall provide maintenance and support Plan regarding the Products in accordance with Annexure 5 (Maintenance and Support Plan).

The Seller shall provide a list of the following material and notifications pertaining to spare parts manufactured or distributed by the Seller of spares including cost and quantity considered for arriving at the price of spares.

Such spare parts as the Buyer may elect to purchase from the Seller provided that such purchase shall not relieve the Seller of any warranty obligation under the contract.

In the event of termination of production of the spare parts, the Seller shall:

give advance notification to the Buyer pending termination (not less than 2 years), in sufficient time to enable the buyer to procure life time spare; and

following such advance intimation of termination, furnish at no cost to the Buyer, the blue prints, drawings and specifications of spare parts, if and when requested.

Over a period of three years starting from the date of final acceptance, the Seller shall supply, at his own cost, all necessary spares which have not been included in the offer as part of the requirement. These spares should be supplied within a maximum period of 60 days from the notification by the Buyer of its need.

Seller shall keep and sell Spare Parts and provide the relevant maintenance and support services to Buyer at the then current engineering level for a period of one year following the last complete delivery of each version of the Products. For the avoidance of doubt, the sale of Spare Parts shall be regulated by this Agreement.

All deliveries of Spare Parts shall be subject to the mutually agreed Lead Times. For emergency or other critical situations, Seller shall provide Spare Parts as soon as possible but no later than within the time limits set out in Annexure 5 (Maintenance and Support Plan). Freight costs for such emergency delivery shall be borne by Seller if the situation has occurred due to circumstances for which Seller is responsible. otherwise the costs shall be borne by Buyer.

The exclusive Spare Part prices shall be set out in Annexure 5 (Maintenance and Support Plan). The prices shall be firm and fixed for a period of one (1) years from the execution of this Agreement. After the initial period, Spare Parts shall be sold at Seller’s then current prices valid at the time of ordering, which prices shall be reasonable and under no circumstances higher than the prices for Spare Parts paid by any other customer of Seller.

Seller shall provide Buyer, free of charge, with Seller’s configuration support features and configuration support for the Products. Configuration means all the different combinations of the Hardware making up all the different versions of the Products with regard to functionality over time.

Seller undertakes to advise and assist personnel with technical support as further specified in Annexure 5 (Maintenance and Support Plan).

Buyer shall have the right to offer maintenance and support contracts in respect of the Products to Customer.

TRAINING AND CONSULTING

Training and consulting shall be provided by Seller in accordance with Annexure 6.

The Seller shall supply simulation software required with suitable servers in a client-server configuration for imparting effective training. A complete set of hardcopy and soft copy of training material shall be supplied as part of the training model with permission to reproduce and use same for further training of Customer’s personnel at the training centre. The details of all materials to be supplied for the training model are detailed in Annexure 8 (Code of Conduct) to this Agreement.

QUALITY

Seller guarantees that all specific quality requirements set out in Annexure 7 (Specific Quality Requirements) are met.

Seller undertakes to comply with the applicable requirements in the ISO 9000 quality system standards and ISO 14001 environmental system standards, or such equivalent standards as are specified by Seller and agreed with Buyer.

If Seller does not comply with the ISO 14001 or equivalent environmental standard, Seller shall on or before the execution of this Agreement provide Buyer with a plan for implementation of the said standard.

Seller represents and warrants that it will comply with the provisions of all applicable laws.

When delivering Products, Seller shall comply at all time with the latest version of Buyer’s directive regarding banned and restricted substances, Annexure 9 (Banned and Restricted Substances).

Upon reasonable notice to Seller, Buyer shall be entitled, at no charge by Seller, to inspect Seller’s premises during normal business hours with respect to the verification of processes and quality systems, quality control of Products and carrying out sampling and conducting other necessary investigations of quality and delivery performance. Seller shall use its best endeavors to provide for a similar inspection by Buyer on the premises of Seller’s contractors or suppliers. In the event that such an inspection does not meet Buyer’s quality requirements, Seller shall, without delay or cost to Buyer, take the appropriate remedial measures in order to achieve the necessary quality level. For all inspections at Seller’s or its sub-vendors’ premises, buyer or the customer shall bear their part of expenses for the travel and accommodation.

Seller shall issue all documents reasonably requested by Buyer, in the format specified by Buyer, regarding the quality of the Products, including but not limited to materials declaration (i.e. a declaration of the materials and their constituents content) of any Products.

RECEIPT OF PRODUCTS

The Products shall meet all requirements imposed by any law or regulations (whether statutory, regulatory or otherwise) being applicable to the manufacture, production, transport and/or sale of the Products. The Products shall also meet the technical standards and the environmental and special market requirements set out in the Specification or otherwise agreed upon. Seller shall upon request furnish a certificate for delivered Products stating that the Products conform to all requirements mentioned above.

If any equipment or any part thereof including the Services, before it is taken over is found defective or fails to fulfill the requirements of the Agreement or Contract, the inspector shall give the Seller notice within two (2) days setting forth details of such defects or failure and the seller shall make the defective equipment and/or the Services good, or alter the same to make it comply with the requirements of the Agreement or Contract forthwith and in any case within a period not exceeding three months of the initial report. These replacements shall be made by the Seller free of all charges at site. Should it fail to do so within this time, the Buyer reserves the discretion to reject and replace at the cost of the Seller the whole or any portion of equipment and services as the case may be, which is defective or fails to fulfill the requirements of the Agreement or Contract. The cost of any such replacement of goods and services made by the Buyer shall be deducted from the amount payable to the Seller.

Seller shall, if requested by Buyer, reimburse all payments made by Buyer for the Products returned to Seller within twenty (20) days from the date that Seller received the returned Products.

Products returned under this Article 13 (Receipt of Products) will be delivered to Seller at Seller’s expense and risk. If Buyer has requested complete replacement Products, the replacement Products shall be delivered to Buyer at Seller’s expense and risk.

Any acceptance or similar of the Products and/or Services by Buyer in accordance with this Agreement, shall not limit the applicability of any applicable warranty provisions or similar.

Nothing in this Article 13 shall in any way release the Seller from any warranty or other obligations under this Agreement.

WARRANTY

The Seller warrants that the Products supplied under this Agreement shall be new and free from all defects and faults in materials used, workmanship and manufacture and shall be of the highest grade and consistent with the established and generally accepted standards for materials of the type ordered and shall perform in full conformity with the specifications and drawings. The Seller shall be responsible for any defect that may develop under the conditions provided by the contract and under proper use, arising from faulty material, design or workmanship such as corrosion of the equipment, inadequate quantity of material to meet equipment requirements, inadequate contact protection, deficiencies in circuit design and/or otherwise and shall remedy such defects at his own cost when called upon to do so by the Buyer who shall state in writing in what respect the stores are faulty. This warranty shall survive inspection or payment for / and acceptance of Products, but shall expire (except in respect of complaints notified prior to such date) twelve months from the date of commissioning of the Seller’s Products in the service area and have been taken over under the terms of this Agreement.

Seller warrants that it has and will maintain sufficient rights and interests in the Products and the other items provided hereunder, in order to grant the rights granted in this Agreement.

Seller warrants that the Products will perform and conform to the Specification, will meet what otherwise has been agreed upon, and will be free from defects in design, materials and workmanship,

Seller’s at its own cost repair or replace any Product found to be faulty as soon as possible after notification by Buyer, but never later than the time limits set out in Annexure 5 (Maintenance and Support Plan).

Seller warrants that Updates provided by Seller to Buyer will not have an adverse effect on the overall performance or functioning of the Products or render it incompatible with previous versions.

Should Seller become aware of any error or similar with regard to the content of the Support Materials, which is not (alone or accumulated) trivial or insignificant, Seller shall promptly inform Buyer in writing about the error and provide Buyer with new corrected Support Materials. If Buyer will suffer expenses as consequence of the error, the parties shall in good faith discuss to what extent Seller shall compensate Buyer.

The warranty for repaired or replaced parts of the Products shall be treated as set out in Subarticles 14.1-14.5. The warranty period for such repaired or replaced Products shall in no case be shorter than 3 months from the date of acceptance.

If Seller fails or refuses to fulfill its obligations under this Article 14 (Warranty), Buyer may, in addition to exercising any other rights available to it under Agreement, law and/or equity, at its option elect to have defective Products replaced, repaired or corrected or Services performed by any third party, and Seller shall in such an event reimburse Buyer for all costs and expenses incurred in connection with such repair, replacement, correction or performance. In the event repair, replacement, correction of the defective Products is not reasonably possible, Seller shall provide a cash refund for the price of the defective Products.

Products returned under this Article (Warranty) will be delivered to Seller at Seller’s expense and risk. The complete replacement Products shall be delivered to Buyer at Seller’s expense and risk.

If it becomes necessary for the Seller to replace or renew any defective portion(s) of the equipment under this clause, the provisions of the clause 14.1 shall apply to the portion(s) of the equipment so replaced or renewed or until the end of the above mentioned period of twelve months, whichever may be later. If any defect is not remedied by the Seller within a reasonable time, the Buyer may proceed to get the defects remedied from other Seller etc., at the Seller’s risk and expenses, but without prejudice to any other rights which the Buyer may have against the Seller in respect of such defects.

Replacement under warranty clause shall be made by the Seller free of all charges at site including freight, insurance and other incidental charges.

DELAY

Delivery and performance of the Products shall be made by the Seller in accordance with the time schedule and technical specifications provided in the Purchase Order. In case the supply of Products are not completed, due to direct responsibility of Seller, in the stipulated delivery period, as indicated in the Purchase Order, the Buyer reserves the right to give 30 days notice for curative actions and, in the event of Seller’s failure to do so, either to short close/cancel the Purchase Order in part or full and/or recover liquidated damage charges, if such liquidated damages are imposed by the Customer on the Buyer. The cancellation/short closing of the order for Products in part or full shall be at the risk and responsibility of the Seller and Buyer reserves the right to purchase balance unsupplied and/or short closed/cancelled supplies s at the risk and cost of the defaulting Seller.

Delay by the Seller in the performance of its delivery obligations with reference to both the Products and Services and failure to take curative actions within 30 days notice by the Buyer for this purpose shall render the Seller liable to any or all of the following sanctions: forfeiture of its performance security, imposition of liquidated damages if such liquidated damages are imposed by Customer on Seller, short closure of contract in part or full and/or termination of the contract for default.

If at any time during the performance of the Agreement, the Seller or subcontractor(s) encounters condition impeding timely delivery of the Products, which is directly attributable to Seller, the Seller shall promptly notify to the Buyer in writing the fact of the delay, its likely duration and its cause(s). As soon as practicable after receipt of the Sellers’s notice, the Buyer shall evaluate the situation and may at its discretion extend the period for performance of the contract (to the extent required based on the mutual agreement between the Seller and the Buyer) subject to furnishing of additional performance security by the Seller as per provisions given below .

The Seller has to submit their request for extension along with the required additional Bank Guarantee and a copy of QA inspection certificate at least three weeks before the expiry of delivery period. The decision regarding extension shall be communicated within three weeks of the receipt of request.

In cases of piecemeal items, the amount of additional Bank Guarantee should be 5% of the value of balance quantity of items to be supplied for which extension in delivery period has been sought; and

Intentionally Deleted

The additional PBG shall be valid up to the period of 6 months after expiry of the warranty.

Provided however, such a notification shall not limit Seller’s liability for the delay.

If the supplies are not completed in the extended delivery period, the purchase order liable to be short-closed by the buyer and both the Performance securities shall be forfeited.

The payment of liquidated damages shall not relieve Seller from the obligation to deliver the Products or provide the Services.

THE SELLER WILL NOT BE RESPONSIBLE FOR ANY DELAYS CAUSED BY OR DEPENDENCIES NOT MET BY THE BUYER OR THE CUSTOMER FOR SELLER IN PROVIDING PRODUCTS AND SERVICES AS PER THE ALREADY AGREED TO TIMELINES. ANY CHANGES IN PRIORITIES BY THE CUSTOMER AFFECTING THE SELLERS RESPONSIBILITIES AS PER THE AGREEMENT WILL LEAD TO REVISION OF THE ALREADY AGREED TIMELINES AND CONSEQUENTIAL DELAY WILL NOT BE ATTRIBUTABLE TO THE SELLER.

LIQUIDATED DAMAGES

TIME IS THE ESSENCE OF THIS AGREEMENT. THE SELLER SHALL ADHERE TO THE PROJECT EXECUTION SCHEDULE GIVEN IN THE PURCHASE ORDER/ CONTRACT. IN THE EVENT OF SELLER’S FAILURE TO PERFORM AS PER THE MILESTONES SPECIFIED, AND SUBJECT TO ARTICLE 15.6, SELLER SHALL BE LIABLE TO LIQUIDATED DAMAGES IF SUCH LIQUIDATED DAMAGES ARE IMPOSED BY CUSTOMER ON BUYER. IF DELIVERIES BE MADE AFTER EXPIRY OF THE CONTRACTED DELIVERY PERIOD, WITHOUT PRIOR CONCURRENCE OF THE BUYER AND BE ACCEPTED BY THE CONSIGNEE, SUCH DELIVERY WILL NOT DEPRIVE THE BUYER OF HIS RIGHT TO RECOVER LIQUIDATED DAMAGES UNDER CLAUSE 15.2 BELOW. HOWEVER, WHEN SUPPLY OF MATERIAL AND SERVICES ARE MADE WITHIN 21 DAYS OF THE CONTRACTED ORIGINAL DELIVERY PERIOD, THE CONSIGNEE MAY ACCEPT THE STORES AND IN SUCH CASES THE PROVISION OF CLAUSE 15.2 WILL NOT APPLY.

Should the Seller fail to deliver the products within the period prescribed for delivery of Products, the Buyer shall be entitled to recover 0.5% of the value (as long as such damages are imposed by Customer on Buyer) of the delayed quantity of the Products for each week of delay or part thereof for a period up to 10 (TEN) weeks and thereafter at the rate of 0.7% of the value (if such damages are imposed by Customer on Buyer) of the delayed quantity of the goods for each week of delay or part thereof for the remainder part there of up to another ten weeks of delay for reasons attributable to the Seller.

The Liquidated damages shall also be leviable with reference to commissioning of entire network and services in the licensed area as per the provisions of clause 16.1 above incase the delays pertain to deliverables as per the timelines committed by the seller and are attributable to the Seller Should there be any delay in the availability of site, civil infrastructure, Media or any other Buyer and/or Customer deliverables, it shall be considered on a case to case basis for relaxation in levy of LD.

PERFORMANCE SECURITY

The Seller shall furnish performance security to the Buyer for an amount equal to 5% of the value of purchase order within 14 days from the date of issue of Purchase Order by the Buyer.

The proceeds of the performance security referred to in Para 4.1 above shall be payable to the Buyer as compensation for any loss resulting from the Seller’s failure to complete its obligations under the contract.

The performance security shall be in the form of a Bank Guarantees issued by a scheduled Bank and shall be as per the formats agreed between the parties.

The performance security will be discharged by the Buyer after completion of the Seller’s performance obligations including any warranty obligations under the Agreement.

The PBG shall remain valid for a period of six months after the expiry of warranty of the last portion of the Products commissioned.

INSPECTION AND TESTS

The Buyer or Customer or their representative shall have the right to inspect and test the Products as per prescribed test schedules for their conformity to the specifications. Where the Buyer decides to conduct such tests on the premises of the Seller or Customer or its subcontractor(s), all reasonable facilities and assistance like Testing instruments and other test gadgets including access to drawings and production data shall be furnished to the inspectors at no charge to the Buyer.

Should any inspected or tested Products fail to conform to the specifications the buyer may reject them and the Seller shall either replace the rejected goods or make all alterations necessary to meet Specification requirements free of cost to the Buyer. In case of services, the Seller shall make arrangements to rectify the deficiencies in services to conform to the specifications and all quality aspects of installations.

Notwithstanding the pre-supply tests and inspections prescribed in clauses 17.1 and 17.2 above, the equipment and accessories on receipt in the Buyer or Customer’s premises will also be tested during and after installation before “take over” and if any equipment or part thereof is found defective, the same shall be replaced free of all cost to the Buyer as laid down in clause 17.4 below.

If any Product or any part thereof i, before it is taken over under clause 18.5, is found defective or fails to fulfill the requirements of the contract, the inspector shall give the Seller notice setting forth details of such defects or failure and the Seller shall make the defective Product good, or alter the same to make it comply with the requirements of the contract forthwith and in any case within a period not exceeding three months of the initial report. These replacements shall be made by the Seller free of all charges at site. Should it fail to do so within this time, the Buyer reserves the discretion to reject and replace at the cost of the Seller the whole or any portion of Product, which is defective or fails to fulfill the requirements of the contract. The cost of any such replacement of Product made by the Buyer shall be deducted from the amount payable to the Seller.

When the performance tests called for have been successfully carried out, the inspector / ultimate consignee will forthwith issue a Taking Over Certificate for all aspects of the contract in respect of goods. The inspector / ultimate consignee shall not delay the issue of any “Taking Over Certificate” contemplated by this clause on account of minor defects in the equipment which do not materially affect the commercial use thereof provided that the Seller shall undertake to make good the same in a time period not exceeding six months. All the major validation issues and major technical problems reported by the circles should have been satisfactorily resolved.

For all inspections at Seller’s or its sub-vendors’ premises, buyer or the customer shall bear their part of expenses for the travel and accommodation.

Nothing in clause 18 shall in any way release the Seller from any warranty or other obligations under this contract.

NEW PRODUCTS AND TECHNICAL MODIFICATIONS

If Seller intends to introduce a new product on the market which product is similar to the Products or within the same product area as the Products, Buyer shall be informed in writing of the introduction three (3) months in advance or at the same time as any other customer of Seller is informed, whichever is the earliest. The parties shall meet regularly to discuss relevant product development plans relating to the Products.

Seller shall within three (3) months before any new product release inform Buyer about any Modification and Seller may not without a prior written approval from Buyer release and subsequently deliver a modified Product to Buyer.

Seller shall perform necessary Mandatory Modifications. Seller shall also perform such Mandatory Modifications (including on parts, and material documentation) on previously delivered Products. Seller shall also furnish Buyer with detailed installation instructions and any special tools, equipment, media, and other related requirements for each Mandatory Modification performed under this Agreement. If separately agreed on a case-by-case basis, Buyer shall use reasonable efforts to perform Mandatory Modifications on Ericsson installed Products and on Products in its inventory, at Seller’s cost.

If Seller requests the return of parts removed from the Products as a consequence of a performed Mandatory Modification, Buyer will return those parts to Seller at Seller’s cost and risk within ninety (90) days after the completion of such Mandatory Modification.

Buyer shall be notified in writing of all Modifications made to the Products. Requests by Seller for Modifications that require Buyer’s approval shall be specially denoted and marked with a date when response is requested. Buyer agrees to respond within the requested time limit, which shall be reasonable.

Seller shall furnish Buyer with new or updated manuals and new or revised data for all affected Support Materials furnished under this Agreement prior to delivery of modified Products.

In the event that Modifications affect Spare Parts, Seller shall in connection with the Modification rectify Buyer’s Spare Parts stocks, included parts ordered, at no charge or cost to Buyer.

All Modifications not requested by Ericsson, including improvements regarding personal environmental safety and Product safety shall be provided by Seller free of charge.

CONTINUITY OF SUPPLY

Seller shall inform Buyer as soon as possible in writing (the “Notice”) of any plans to suspend or close down manufacturing of the Products, in order to permit Buyer to place consolidated purchase orders for future demands.

Buyer shall always be entitled to purchase the Products as long as this Agreement is in effect. In addition, Buyer shall be entitled to place consolidated purchase orders for the Products within six (6) months from the date of receipt of the Notice, for delivery within twelve (12) months from the date(s) of such purchase orders. This Agreement shall be applicable for all such purchase orders.

Seller shall establish and maintain to the extent relevant to the Seller’s scope of supply of Products a secure sourcing plan including regularly updated business continuity and business contingency plans. The plan shall show the measures Seller will take in order to secure continuous supply to Buyer without interruption in relation to the supply of the Products. Seller shall keep Buyer informed of the actions anticipated by such secure sourcing plan. In the event Seller would like to amend the plan, Buyer and Seller shall discuss the amendments in good faith and endeavor to agree on the amendments. No amendment may be implemented without Buyer’s consent.

All costs related to any secure sourcing measure shall be borne by Seller.

Buyer shall be allowed to review the plan. Routines shall also be in place in order to keep the secure sourcing plan updated at all times.

It is Seller’s responsibility that the requirements/activities in the secure sourcing plan is supported by corresponding requirements/activities in relation to Seller’s suppliers and contractors. Consequently, Seller shall have corresponding requirements on its suppliers and contractors.

Seller shall ensure that it and its contractors and suppliers have sufficient insurance (e.g. business interruption and liability insurances). Seller shall actively work with its contractors and suppliers with risk management. Seller shall also use commercially reasonable efforts to safeguard that production of so-called critical components is not located to a single location.

Due to the fact that Buyer will be heavily dependant on successful and continuous deliveries of the Products from Seller, Seller shall inform and discuss any material plans for disposing or relocating of its manufacturing facilities with Buyer and/or any other activities that could have a materially adverse effect on Buyer.

Even if this Agreement should expire or to be terminated for any reason, Seller shall continue to provide Buyer, for a period of twelve (12) months, with such Products as may be needed to meet Buyer’s contractual commitments with its customers.

PRODUCT LIABILITY

Should the Products have a defect, which causes damage to persons or to property other than such Products, Seller shall indemnify, defend and hold Buyer harmless for any such damage.

INTELLECTUAL PROPERTY RIGHTS AND NON-ASSERTION

Seller shall retain title to any intellectual property rights, including but not limited to patents. utility models, mask work protections, industrial designs, copyrights and trademarks, in its own Products and for the Products procured by the Seller from other sources full rights to use the same.

Intentionally Deleted

Seller shall not use patents, copyrights, trademarks or other intellectual property rights or other proprietary rights, to stop hinder or encumber Buyer’s or Customer’s right to use the Products for the purposes mentioned in the BSNL Tender.

Further, Seller shall not, without Buyer’s prior approval, use Buyer’s or Ericsson Company’s name and/or corporate logotype in Seller’s informational, promotional, advertising or any other material.

This Article (Intellectual Property Rights and Non - assertion) shall survive the termination of this Agreement, for whatever reason.

INFRINGEMENTS, INDEMNIFICATION

Seller shall defend, indemnify and hold harmless Buyer, Customers, End Users, Ericsson Companies, their respective affiliates, partners, directors, officer, agents and employees (“Indemnitees”) from and against any and all damages suffered and costs and expenses (including reasonable attorneys’ fees) incurred as a result of any claim, suit or proceeding brought against any of them based on the allegation that the use, sale, distribution or other disposal of any Products furnished by Seller under this Agreement constitutes an infringement of any intellectual property rights or applications thereof (including but not limited to patents, utility models, mask work protections, industrial designs, copyrights and trade marks) or an unauthorized use of know-how, trade secrets, or other proprietary rights; provided that Seller has been notified without undue delay in writing of such claim, suit or proceeding and given authority, information and assistance (at Seller’s expense) to settle the claim or control the defense of any suit or proceeding.

In the event that the Products or any part thereof are in such suit or proceeding held to constitute an infringement or their further use, sale, distribution or other disposal is enjoined, Seller shall promptly, as may be desired by Buyer, either:

a)

b)

c)

Seller shall indemnify, defend and hold Indemnitees harmless from and against all claims, demands, suits, proceedings, damages, costs, expenses, liabilities (including without limitation, reasonable legal fees) or causes of action (collectively, “Liabilities”) brought against or incurred by any Indemnitees for (a) (i) injury to persons (including physical or mental injury, libel, slander and death) or (ii) loss or damage to property resulting from any act or omission of Seller, its officers, agents, consultants, subcontractors or employees (“Indemnifiers”) (b) violations of any applicable laws, permits, codes, ordinances or regulations by Indemnifiers, (c) any claims arising out of or in connection with the Seller’s obligations under Article 25 (Confidentiality), (d) any other liability, resulting from any other act or omission of Indemnifiers.

INCIDENTAL DAMAGES:

Notwithstanding any of the other provisions contained in this Agreement, the Seller shall protect, defend, indemnify and hold harmless to Indemnitees from and against any and all liabilities, damages, fines, penalties and costs (including legal costs and disbursement) arising from ‘or’ relating to:

Any breach of any statute, regulation, direction, orders or standards from any governmental body, agency, or regulator.

Any claim made by third parties arising out of the use of the services of Customer being provided using the equipment supplied under the Agreement.

Claims arising in connection with interruptions ‘or’ degradation of Services to Customer or End Users ‘or’ to other service providers whatsoever shall be the cause ‘or’ duration thereof; and

Any claim that the equipment/services/’or’ any value addition component offered and supplied by the Seller in this Agreement, infringe any patent, trademarks or copyright of any third party.

The Seller shall furnish an unequivocal, unqualified and irrecoverable undertaking along with the Agreement that;

“During the course of execution of the Agreement ‘or’ at any stage thereafter, if it is found that the Seller has fraudulently misrepresented any of the facts about the Product/Services etc being offered under the Agreement, the Buyer shall be free to claim a sum equivalent to damage as reasonably assessed by it or as may be charged by Customer to Buyer, subject to a maximum of the Value of the Products and Services under the Purchase Order for such misrepresentation. The Seller shall immediately on being told by Buyer and/or Customer pay such undisputed sum of money to Buyer and/or Customer. Quantum of damages under this clause reasonably assessed and levied by the Buyer and/or Customer shall be final and not challengeable by the Seller.” Prior to enforcement of the foregoing, Buyer shall give notice of 30 days to seller to clarify and/or take satisfactory remedial measures.

This Article shall survive the termination of this Agreement for whatever reason.

CONFIDENTIALITY

Subject to this Article, Customer is entitled to receive a copy of this Agreement.

Seller and Buyer shall maintain confidentiality and not, without the other Party’s prior consent, disclose to any third party (except the Customer) any documentation and any information designated by the furnishing party as confidential, whether of a commercial or a technical nature, furnished by the other party pursuant to this Agreement, i.e. the receiving party shall use the information only for the purpose of this Agreement. Such documentation and information may, however, be disclosed by Buyer to another Ericsson Company or a customer.

Seller shall ensure that neither it nor any of its subcontractors advertise, publish or otherwise disclose the appointment of Seller, or its subcontractors or the terms of this Agreement or any Contract concluded hereunder without Buyer’s prior written approval. All copies of material relating thereto which are intended for publication in any form by Seller or any subcontractor must first be submitted to Buyer for approval.

Neither Party shall be liable for disclosing any such information if it was:

public knowledge at the time of disclosure or thereafter becomes generally known other than through an act of negligence by the receiving party;

already known to the other party prior to its receipt from the disclosing party;

demonstrably developed at any time by the receiving party without any connection with the information received hereunder;

rightfully obtained by a party from other unrestricted sources; or

disclosed with the prior written permission of the disclosing party.

This Article 23 (Confidentiality) shall for five (5) years survive the termination of this Agreement for any reason.

Notwithstanding anything contained in this Agreement the Buyer is authorized by the Seller to furnish to the Customer the any / all information relating to this Agreement. The Seller also hereby agrees to provide the Customer the right to inspect the agreement between the Buyer and Seller for procurement of the concerned item including the agreement on pricing and payments.

FORCE MAJEURE

If, at any time, during the continuance of this Agreement, the performance in whole or in part by either Party of any obligation under this contract is prevented or delayed by reasons of any war or hostility, acts of the public enemy, civil commotion, sabotage, fires, floods, explosions, epidemics, quarantine restrictions, strikes, lockouts or act of God (hereinafter referred to as events) provided notice of happenings of any such eventuality is given by either party to the other within 21 days from the date of occurrence thereof, neither party shall by reason of such event be entitled to terminate this contract nor shall either party have any claim for damages against other in respect of such nonperformance or delay in performance, and deliveries under the Agreement shall be resumed as soon as practicable after such an event come to an end or cease to exist, and the decision of the Buyer as to whether the deliveries have been so resumed or not shall be final and conclusive. Further that if the performance in whole or part of any obligation under this Agreement is prevented or delayed by reasons of any such event for a period exceeding 60 days, either Party may, at its option, terminate the contract.

Provided, also that if the Agreement is terminated under this clause, the Buyer shall be at liberty to take over from the Seller at a price to be mutually fixed by the Buyer and the Seller, which shall be final, all unused, undamaged and acceptable materials, bought out components and stores in course of manufacture which may be in possession of the Seller at the time of such termination or such portion thereof as the Buyer may deem fit, except such materials, bought out components and stores as the Seller may with the concurrence of the Buyer elect to retain.

LIMITATION OF LIABILITY

EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE OR ELSEWHERE IN THIS AGREEMENT, NEITHER PARTY SHALL IN ANY EVENT BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT FOR LOSS OF PRODUCTION, LOSS OF BUSINESS, LOSS OF DATA OR REVENUE OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES COULD HAVE BEEN REASONABLE FORESEEN.

THE LIMITATION OF LIABILITY PROVIDED IN SUBARTICLE 25.1 SHALL NOT APPLY TO DAMAGES WITH RESPECT TO BREACH OF ARTICLES 13_WARRANTY), 20_ (PRODUCT LIABILITY), AND 22 (INFRINGEMENT, INDEMNIFICATION), OR IF THE DEFAULTING PARTY HAS BEEN ACTING WITH GROSS NEGLIGENCE OR WITH WILLFUL MISCONDUCT.

EXPORT AND IMPORT

Seller is responsible for obtaining and maintaining any Export license(s) required for delivery of the Products to Buyer.

In the event for Reexport, necessary approvals shall be obtained for the same by the seller.

Intentionally Deleted.

Intentionally Deleted.

Intentionally Deleted.

ASSIGNMENT AND SUBCONTRACTING

Neither party may assign this Agreement, or any Contract without the prior written consent of the other party. Such consent shall not be unreasonably withheld .

Seller shall not subcontract any parts of its obligations according to this Agreement without Buyer’s written approval or any Contract without Buyer’s written approval. Such approval shall not be unreasonably withheld. Seller shall in any event remain responsible for its obligations and the compliance with the terms and conditions of this Agreement as if performed by Seller. For the avoidance of any doubt, Seller is always fully responsible for any actions, omissions etc. by its subcontractors and/or suppliers.

TERM AND TERMINATION

This Agreement shall come into force upon its execution and shall be valid until 31^st May, 2016, unless terminated earlier pursuant to the terms of this Agreement.

Ericsson shall be entitled to terminate this Agreement in the event the same is terminated by the End Customer for any reason what so ever, in whole or in part, by giving Subcontractor thirty (30) days written notice.

After termination of this Agreement pursuant to Subarticle 30.4, all rights in respect of the Products furnished hereunder continue as per procedure mentioned in Subarticle 30.4 below.

The Buyer may, without prejudice to any other remedy for breach of contract, by 30 days written notice of default, sent to the Seller, terminate this contract in whole or in part

In the event the Buyer terminates the contract in whole or in part pursuant to clause 30.4 above the Buyer may procure, upon such terms and in such manner as it deems appropriate, Products similar to those undelivered and the Seller shall be liable to the Buyer for any excess cost for such similar Products . However the Seller shall continue the performance of the contract to the extent not terminated.

The Buyer may at any time terminate the Contract by giving written notice to the Seller, without compensation to the Seller, if the Seller becomes bankrupt or otherwise insolvent as declared by the competent court provided that such termination will not prejudice or affect any right of action or remedy which has accrued or will accrue thereafter to the Buyer.

After termination of this Agreement and/or any Contract by Seller pursuant to Subarticle 28.4, all Buyer’s rights in respect of the Software shall cease, except that all sublicenses granted to Customers before termination shall remain in full force and effect and Customer’s or End User’s continued use of the Software shall in no way be affected . Further, Buyer shall be entitled to continue to use the Software and the Support Materials for the sole purpose of providing support to Customer.

After termination of this Agreement and/or any Contract pursuant to Subarticle 28.4 by the Buyer, all rights and obligations in respect of the Support Materials furnished hereunder shall continue to the extent al ready paid by the Buyer to the Seller.

Provisions contained in th is Agreement that are expressed or by their sense and context are intended to survive the termination of this Agreement, shall so survive the termination.

The foregoing rights of termination are in addition to all other rights and remedies provided in this Agreement or at law, subject to the express limitations set forth in Article 25 (Limitation of Liability).

The termination of this Agreement for any reason whatsoever shall be without prejudice to any right or obligation of any party in respect of this Agreement, which has arisen prior to such termination.

SEVERABILITY

If any provision of this Agreement would at any time be in conflict with any law or regulation compulsorily applicable to this Agreement, the parties shall endeavor to amend such provision, so that the intent of this Agreement may be carried out to the extent legally possible. The invalidity, because of any such law or regulation, of provisions of this Agreement which are not fundamental to its performance shall not relieve any party from its obligations under the other provisions of this Agreement, nor deprive any party of the benefits of such other provisions.

FALL CLAUSE:

The prices once fixed will remain valid during the scheduled delivery period Further, if at any time during the term of the Agreement

(a) The Seller while applying for extension of time for delivery of equipment/, if any, shall have to provide an undertaking as

In case under taking as in Clause 32.(a) above is not applicable, the Seller will give the details of prices, the name(s) of buyers, quantity etc. to the Buyer, while applying extension of delivery period.

SET OFF

Any sum of money due and payable to the Seller (including security deposit refundable to him) under this Agreement may be appropriated by the Buyer and set off the same against any undisputed claim of the Buyer for payment of a sum of money arising out of this Agreement or under any other contract made by the Vendor with the Buyer.

The Seller shall give the details of the supplies made against all the Purchase Orders every month on the first working day of the following month to authorized person of Buyer.

NOTICE

Any notice required or permitted to be given by either Party under this Agreement shall be in writing and may be delivered by courier, sent by registered airmail letter, telefacsimile or electronic mail. When the notice is sent by telefacsimile or electronic mail, the sender shall confirm the notice by also sending the notice by courier or registered airmail letter. Such notice shall be deemed to be given:

if sent by registered airmail letter - five (5) days after the day of dispatch;

if sent by telefacsimile or electronic mail - on the day of dispatch of the letter of confirmation; or

if sent by courier - on the day of delivery to the receiving party.

All notices shall be delivered to the Parties’ contact persons.

If to Ericsson:

Ericsson India Private Limited,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇^▇▇ ▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇ - ▇▇,
▇▇▇▇▇▇▇, Haryana - 122 002

NON-WAIVER

The failure by either Party to enforce any provisions of this Agreement or to exercise any right in respect thereto shall not be construed as constituting a waiver of its rights thereof.

DISPUTES AND GOVERNING LAW

This Agreement and any Contracts concluded under this Agreement shall be governed by and construed in accordance with the substantive laws of India.

The Parties shall make every effort to settle by amicable negotiations any difference, which may occur between them in connection with this Agreement or any Contract. If the Parties fail to reach such an amicable settlement, either party may refer such differences to arbitration as provided below.

All unsettled disputes, differences or questions between the Parties with respect to any matter arising out of or relating to the Contract shall be referred to the arbitration by an arbitral tribunal consisting of three arbitrators: one each nominated by the Parties and the third chosen by the two arbitrators nominated by the Parties. The arbitration shall be governed by the provisions of the Arbitration and Conciliation Act, 1996 or any statutory modification or enactment thereof for the time being in force and the proceedings shall be conducted at New Delhi, India.

All awards may, if necessary, be enforced by any court having jurisdiction in the same manner as a judgment in such court.

The Parties undertake and agree that all arbitral proceedings conducted under this Article (Disputes and Governing Law) shall be kept confidential, and all information, documentation, materials in whatever form disclosed in the course of such arbitral proceeding shall be used solely for the purpose of those proceedings.

COPIES OF THE AGREEMENT

This Agreement has been made in two (2) original copies, of which Buyer and ▇▇▇▇▇▇ have taken one (1) copy each.

IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties hereto on the day first written above.

Introduction

Groomer is a Digital Cross Connect device specially designed for monitoring of live E1s. It is deployed at the MSC’s to tap the identified E1 links for real time fraud detection The purpose of this document is to provide Installation & testing tips for the Engineers installing and testing the Groomers in the field . It also highlights the methodology to track the groomer deployment as the geographical area to cover is very vast.

System Description

System Features

The Groomer is a sophisticated Digital Cross Connect Switch cross connects up to 64 E1 ports. The 64 E1 Digital Cross Connect Switch offers full cross connect functionality to cross connect and/or aggregate DS-Os, “n” X 64Kbps consecutive data channels and fractional E1 channels to full E1 channels, between the 64 E1 ports.

The Groomer is an E1 /T1 Digital Cross Connect Switch is designed for special nonobstructive monitoring applications in which E1 /T1 ports can be connected to monitoring/billing equipment for non-obstructive monitoring of live traffic or signaling, required by billing serves etc.

In the Monitoring mode the Groomer provides the user a total of 32 E1 ports. 30 E1 ports shall connect to the “Live Traffic” E1 links, which are to be MONITORED NON INTRUSIVELY (Hi-Z) in both Transmit and Receive directions. 2 E1 ports shall connect to the MONITORING EQUIPMENT, such as billing servers etc.

Shelf Description

The Groomer shelf occupies a 6U high rack-space, and is a complete 19-inch stand-alone unit that provides connectivity for up to 64 E1 ports. The unit operates on a –48V DC input power supply.

Power Supply Card (PS)

LED L1 indicates the presence of –48V DC input (Green indicates power input OK).

LED L2 indicates the presence of +3.3V DC output (Green indicates power supply card is OK).

Control Card (CC)

The Control Card can only installed into slot 3 of the shelf. The Control Card contains communication and control circuitry is required to make the equipment functional. The Control Card incorporates the TSI Switch (time-slot interchange switch), through which the customer cross connects various E1 ports at 64Kbps (DS-O level).

The Control Card also contains the RS232 (Serial) and 10/100BaseT (Ethernet) communication port through which the user communicates with the equipment to configure it according to his application. It also communicates the alarms, which appear in the system or on any of the E1 ports of the equipment.

The Control Card also incorporates an internal clock, which may be set by the user upon START- UP. This internal clock then keeps a log of all the system alarms including error-free seconds, errored seconds, log of systems initialization/power-up etc. to enable the user to monitor the system and E1 link performance. The Control Card has 9 LEDs.

SW1 should be switched ON for LAN Management (Xport).

SW2 for Reset Xport Card (LAN Management Card).

E1 Interface Card

The E1 Interface Card can be inserted into slots 4 to 11 of the shelf. Each E1 Interface Card has 8 E1 ports. The E1 interface cards connect the E1 links to the TSI (Timeslot Interchange) Switch of the Control Card through which the user cross connects various E1 ports at 64Kbps (DS-0 level) i.e., single timeslot.

In the Monitoring mode each E1 interface card connects and monitors up to 4E1 links. The E1 interface card communicates with the system control card through the system backplane at 400Mbps speed in order to provide efficient monitoring and alarm reporting. Each E1 interface card maintains an internal log of alarms that occur on each E1 port for up to a period of 1 week. Then the log is overwritten after 1 week. The user can access this log through the system control card at any time to monitor the status of each E1 Port or E1 link. The E1 interface card has 10 LEDs.

Installation

Inspection

Before installation, the chassis and cards must be physically inspected for any damages.

Chassis Installation

The Groomer Chassis is 19-inch rack mountable and can be mounted on the rack using Screws.

Power Connection

Cable Assembly

Remove Sleeve (insulation) for both Red & Blue cables about 10mm, which is coming from DC power supply.

Twist the copper wires firmly and insert the lugs for both the cables.

Crimp the Lugs using Crimping Tool and cover the lugs with insulation tape or with sleeves, which will avoid contact between both Red & Blue cables.

Assemble the male power connector to the Red & Blue cables, make sure that Red cable is connected to the positive and Blue is connected to negative of the power connector.

Connect the Power Cable with male power connector to input of Groomer which is a female power connector assembled in the backplane of Groomer as shown in the figure.

Cards Insertion

Insert the Power Supply Cards in Slot 1 and Slot 2. The LEDs provided in the Power Supply Card will turn to ON condition. Now Insert the Control Card in Slot 3 and all Interlace cards in the respective slots (i.e. from slot 4 to slot 11) as shown in figure below.

Installing Device Installer

Using Crossover Ethernet Cable connect from LAN port of PC to LAN Management port of Control Card.

Switch ON the SW1 to enable the LAN Management port of Control Card in Groomer.

Insert CD into CD-ROM drive. The CD will automatically starts and displays the Main Menu.

Click the Install Xport button, follow the instructions and Install Device Installer, and then restart the PC.

Run Device Installer

Click Start-Program-Iantronix-Device Installer-Device Installer.

Click on Search Icon to search for device default IP (Groomer IP).

The IP address will be displayed on the screen.

Changing IP address

Select the Device (IP address) & Click on Assign IP Icon in the Device Installer dialog box.

Select “Assign a specific IP address”, and then click “Next”.

Enter the New IP address, subnet mask and default gateway according to the Network. Click on Next.

Click on Assign and then click finish. The new IP address will be displayed in the Device Installer dialog box.

Now set IP address of the PC, so that both Groomer and PC should be in same Network. (Ex: PC IP- 130.94.145.40 & Groomer IP 130.94.145.41)

To test the IP address go to Start-Run-cmd

Using ping command test the IP address (Ex: ping 130.94.145.41 ).

Telnet

After successfully changing the IP address of the Groomer, click on the Telnet icon.

Enter the IP address and change the port from 9999 to 10001, then click on OK.

The following command prompt will appear on the screen.

Now the system is ready for configuration.

System Prompt Options

The Groomer has three types of prompts depending on the system access mode. The three access modes are:

Root Level l Operational Mode

Configuration Level l System Configuration Mode

View Alarms Mode

Root Level / Normal Operational Mode

The system boots up in this mode. The system status, alarms and configuration monitoring functions are possible in this mode. In this mode user can change the access level to the Configuration Mode. After completion of configuration the user returns to Normal Operational Mode by re-booting the system.

In this mode, user can execute the following statements.

Changing access level to Configuration Mode.

Changing access level to View Alarms Mode.

Query statements for system status & configuration monitoring.

Configuration Level / System Configuration Mode

The user can change the access level of the system from root level to “System Configuration Mode”. This helps the user to make changes in the system’s basic or Interface Card settings or mapping. After completion of configuration, the system can be switched to its Normal Operational Mode.

In this mode, the user can execute the following statements.

Changing access level back to Normal Operational Mode.

Basic System settings.

Interface Card Settings.

Interface Card Timeslot Mapping.

Query statements for system status & configuration monitoring.

View Alarms Mode

The user can change the access level of the system to “View Alarms Mode”. In this mode, the system the system will operates normally and also the Alarm status changes are continuously displayed on the screen.

i. View Alarms Mode functions

Current alarm status for all monitored alarms will be displayed on the screen when the user enters to this mode.

In case, the change in the alarm status the screen displays the Alarms in every few seconds.

The user can return to Normal Operational Mode at any movement.

System Configuration

For Basic Configurations using Hyper Terminal, follow the steps given below.

Open Hyper Terminal, i.e., go to Start-Programs-Accessories-Communications-Hyper Terminal

Enter the name in the Connection Description dialog box and select the Icon, then click OK.

In the “Connect To” dialog box select COM port and click OK.

In the COM Properties, set the following

In Hyper Terminal window, go to File-Properties-settings

In Emulation, select VT100 and click on OK, the Hyper Terminal Screen will appear. Press “Enter” Key and the system will generate the root level / normal operational mode prompt. So now the system is ready for user to enter commands for configuration, etc.

6. Groomer Testing

Unpack the Groomer from the Box and keep the accessories on the testing table.

Check chassis, cards and other accessories physically for any damage.

Keep the Chassis on the testing table and Connect 48V DC supply to the chassis.

Insert the Power Supply Cards in the slots 1 & 2 of the chassis, and observe for LED an indication, which shows Green.

Now insert Control Card in slot 3 and then Interface Cards from slot 4 to slot 11.

Connect Cross-Over Cable from PC to LAN Management Port of Control Card i.e., RJ-45 Connector as shown in the figure below.

Switch ON the SW1 to enable the port.

Go to Start-Run-cmd and press Enter.

Then type the command telnet 130.94.145.41 10001 and press Enter.

The root level / normal operational mode prompt will be displayed in the telnet screen.

Initial Settings

Initially the system will be in root prompt, i.e.,

VCL-MC-CC> _

To enter in to the configuration mode from root level type the following command.

Before configuring set all settings to default by using following command.

Now all the system settings are set to default state. Repeat the step 2 to enter into the configuration mode.

Interface Card Configuration

To configure the 1st Interface Card (i.e. the card inserted in slot 4 of the shelf) type the following command

VCL-MC-CC-CONFIG>config_if1=E1-HiZ (‘E1-HiZ’ means E1 Interface card for monitoring)

To configure the 2nd Interface Card (i.e. the card inserted in slot 5 of the shelf) type the following command

VCL-MC-CC-CONFIG>config_if2=E1-HiZ (‘E1-HiZ’ means E1 Interface card for monitoring)

To configure the 3rd Interface Card (i.e. the card inserted in slot 6 of the she~) type the following command

VCL-MC-CC-CONFIG>config_if3=E1-HiZ (‘E1-HiZ’ means E1 Interface card for monitoring)

To configure the 4th Interface Card (i.e. the card inserted in slot 7 of the shelf) type the following command

VCL-MC-CC-CONFIG>config_if4=E1-HiZ (‘E1-HiZ’ means E1 Interface card for monitoring)

To configure the 5th Interface Card (Le. the card inserted in slot 8 of the shelf) type the following command

VCL-MC-CC-CONFIG>config_if5=E1-HiZ (‘E1-HiZ’ means E1 Interface card for monitoring)

To configure the 6th Interface Card (i.e. the card inserted in slot 9 of the shelf) type the following command

VCL-MC-CC-CONFIG>config_if6=E1-HiZ (‘E1-HiZ’ means E1 Interface card for monitoring)

To configure the 7th Interface Card (i.e. the card inserted in slot 10 of the shelf) type the following command

VCL-MC-CC-CONFIG>config_if7=E1-HiZ (‘E1-HiZ’ means E1 Interface card for monitoring)

To configure the 8th Interface Card (i.e. the card inserted in slot 11 of the shelf) type the following command

VCL-MC-CC-CONFIG>config_if8=E1-HiZ (‘E1-HiZ’ means E1 Interface card for monitoring)

Mapping E1 Timeslots

To map 1 E1 having 31 timeslots connected to 1st & 2nd port of 1st interface card and the output is connected to 1st & 2nd port of 5th Interface card, type the following command.

Note: The mapping can be done to any of the Interface Card.

VCL-MC-CC-CONFIG>map/txrx/1/1/01-31=5/1/01 -31 (Enter)

OK

VCL -MC-CC-CONFIG>map/txrx/1/2/01-31=5/2/01-31 (Enter)

OK

Press “Esc” Key to re-boot & to accept the changes made to the system.

To see the mapped ports, type the following commands.

Receive data destination time slots are

E1 Cable Connection

Connect the E1 Cable from DDF to 1st & 2nd port of 1st slot (IF1 card).

Connect the output E1 Cable from 1st & 2nd· port of 5th“ slot (IF5 card) to the 1st E1 port of probe as shown in the figure below.

Quick Checklist for Groomer Deployment

Take the site survey report and find out the rack space and DC power supply.

Open the Groomer box and separate the Interface cards, control cards .power supply cards and rack mounted tray from the box.

Insert the cards into tray carefully in sequence given below into the slots.

Power cards (both cards)

Control cards

Interface cards (all five cards have to insert)

Take the power supply from the DC source and give the other end to the Groomer power point.

Make sure that the grounding also done before switching on the Groomer.

Take the 32 pair cable and lay the cable from Groomer to the DDF points where it will terminate (Note: The DDF point location was there in site survey report).

Now, crimp the RJ-45 connectors at the Groomer end (use only one pair per one RJ-45 connector, it will act as input).

Consider first 4 cards for Input and the card is for out put. And also, 2 ports considered as one E1 .

And punch (or rap) the 32 pair cable at the other end.

Now do the tapping of the signals. (Note: Make sure that before tapping the signal the ‘U’ links should remove from the DDF).

Note that, we need to tap only the Links carrying ISO and STD traffic and make sure all the LSLs should be tapped in that particular TAX or Link. Tapping of Partial links should not be allowed as it will disturb the probe functioning.

After successful completion of tapping of each signal, the LED turns to Green. Note that if it turns to orange then it indicates the link was down. And if it is ▇▇▇▇ means there is signal on that particular link.

The LED turns to Green when we put the ‘U’ link only.

After completion of tapping Links, Give the out put connection wherever BSNL people provided. Note that the 2 wires (1 pair) have inserted in 4 and 5 slots of RJ-45 connectors).

After successful completion of tapping of links, make sure that all LED are in green (i.e. all the tapping signals).

Now, start the configuration of Grommer as per instruction given in the manual.

Hand over the both hard and soft copy of the Groomer Manuals to the concerned person in the MSC (SDE/DE).

After that, take the sign of from them for the same.

After that set the IP of the Groomer as per instructions (for ranging of Ips) and note it down.(note that it has to be done using lantronix soft ▇▇▇▇ and you have to load it in system which is there in soft copy of Groomer manual).

And give demo for all the people present in the MSC regarding all the points including, what is groomer, Why it is For? configuration, and lp setting .

Get the Approval for the Layout diagram of Groomer from the concerned people of BSNL (from planning /local DE).

After the take the test schedule for Groomer A.T and follow the each and every step that are mentioned in that and explain same to the A.T wing People.

Introduction

This document specifies the acceptance test plan for the Fraud Management system for effective detection, analysis and controlling of various possible frauds identified by the FMCC.

Test Strategy

Testing will be done at each phase and deliverable.

A test plan will be provided for each of the following

Business Requirement - test if the solution is able to handle complete business requirement

System Requirements - test the system from the initial stage till the implementation. This will involve the end-to-end system requirement testing that includes hardware, infrastructure etc. This will cover all the operational and qualitative requirements.

Software Requirements - to check if the system is meeting all the software requirements. This includes system operations and management requirements also.

Functional Requirements - to test the functional requirements that the proposed system should achieve. This will be listed in the sections below.

Use Cases - involves how the user will interact with the system.

Test cases and plan for all of the above will be provided once the requirements are baseline.

Test cases will include the configuration and customization parameters that needs to be identified and baseline prior to the test case development.

Other implementation issue or requirement, if any, will be considered in the test plan.

Acceptance test plan for each of the item listed above will be dependent on the delivery schedule, if any.

Acceptance testing will be done in phases that will again match with the delivery schedule. As soon as one phase is over the acceptance testing can be initiated for that phase.

Test cases will be developed for

Functional Testing

System Testing

Integration Testing

Acceptance Testing

Technical external fraud on real time or near real time analysis of log depending upon the type of external fraud against baseline.

Technical internal frauds on real time or Near real time analysis of Log & Data integrity check of switch databases depending upon the type of internal fraud and the requirement baseline.

Non technical fraud (for all the frauds baseline) in real time

Threshold lists detection techniques that include:

Threshold

Call Patterns

Geography/Velocity Checks

Profile comparison

Destination Check

Different types of calls that includes:

Directly dialed National calls of Fixed Network

Directly dialed International calls of Fixed Network

Directly dialed National calls of Mobile Network

Directly dialed International calls of Fixed Network

Roaming calls of Mobile Network

Call forwarded/callback calls of both Fixed and Mobile Networks.

In calls

User programmability of the Screening lists.

Support of threshold lists

Data integrity reconciliation

Account Payables / Receivable Check

System architecture

Interface to other systems

Test Manager

Project manager

Testing professionals