SERVICE CONTRACT FOR TECHNICAL ASSISTANCE

NO: 01/2020/VTG-NCM/SCLA

NATIONAL TELECOM SA

AND

VIETTEL GLOBAL INVESTMENT JSC

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 SERVICE CONTRACT FOR TECHNICAL ASSISTANCE
This Service Contract for Technical Assistance (hereinafter the “Contract”) is dated
on…………………….. and made by and between:
VIETTEL GLOBAL INVESTMENT JSC, a company organized and existing under
the laws of Vietnam and having its place of business at Floor 39 th - 40th Keangnam
Hanoi Landmark Tower, Lot E6, Cau Giay New Urban Area, Me Tri Ward, South Tu
Liem District, Hanoi, Vietnam, represented by Mr Do Manh Hung as General
Director (Hereinafter referred to as   "Contractor" or “VTG”); and
NATIONAL TELECOM SA the registration number 000 566 544 9 dated
September 17th, 2009, having its head office at Angle Ave. Martin Luther King
Rue Fernand (Pont Morin), Pox office Box; 814, Port Au Prince, Haiti,
represented by Mr. Le Van Dai as General Director (Hereinafter referred to as
"Company" or “NATCOM”).
The Contractor and Company are hereinafter referred to individually as “Party” and
collectively as “Parties”
WHEREAS:
A. The Company has established a telecommunication network in Haiti;
B. The Contractor is a professional consultancy service provider who has widen
experience in design for overseas investment projects in telecommunication
sector;
C. The Company wishes to hire the Contractor to provide the technical assistance
service as detailed in the Appendix I.
IT IS HEREBY AGREED as follows:
ARTICLE 1: DEFINITIONS
1.1 “Staff” means any employee or person with specialized knowledge in Technical
Assistance Services who will provide the assistant services for the Company’s
technical system. The staff is paid by the Contractor.
1.2 “Territory” means the Territory of Haiti.
1.3 “Services Fee(s)” means whole the fees set out under this Contract.
1.4 “Assistance” means any provision of Technical Assistance and/or Technical
Assistance of specialized knowledge by the Contractor to the Company.
1.5 “Contract” means this Contract entered into between the Company and the
Contractor, including any of its amendment or supplement.
ARTICLE 2: DESCRIPTION OF ASSISTANCE UNDERTAKEN BY
CONTRACTOR DUNG SUPPORT FOR: INCIDENT
TROUBLESHOOTING
2.1. The Contractor will support the Company works and services including but
not limited to:
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- Network sizing & planning for telecommunications network and infrastructure
(including peripheral network and core network, perform in Vietnam):Technical
o Collecting information and building perspectives and calculation methods
for network sizing & planning.Consulting overall technical solutions
(calculating, building annual network planning; consulting on operations,
network infrastructure, asset management and KCS)
o Consulting on new technology and services
o Consulting, supporting information security troubleshooting solutions,
updating information security gaps
o Consulting and evaluating information security for information
technology products; Measures to control and control charge fraud
Provide network high level design (HLD), coverage simulation, network
capacity calculation method & results for all domains (radio,
transmission, core, M&E, fixed-broadband) to meet business and
technical targets.
Input data should be provided by Company and from system (if any).
o Propose site/node list for adjustment to meet design as well as site
efficiency
o Provide equipment list with estimated cost for investment (Master List).
o Provide technical specification requirements for purchasing together with
the measurement instructions.
o Evaluate and appraise Company's proposals on equipment/system
investment, network design adjustment upon request.
o Support bid evaluation upon request.
- Remote network operation (perform in Vietnam): Informatic
o Receive and advise professional problems for business Support for: layer 2
alarm monitoring (every 4 hours), incident troubleshooting, problem
analysis, change management, audit/maintenance guidance, network quality
observation, resources consulting.
o Development of trial problems according to business requirements
- E-wallet
o Consulting monthly wallet service business solutions
o Consulting on error handling solutions & taskforce, training and
transferring knowledge and technology Human resources consultancy.
o Process and tool implementation.
o Annual R&D consulting
- Enterprise customer solution
o Consultant to build architectural framework of e-government project for
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 Haitian Government
o Business consulting in the field of International Business (business
strategy / policy, system of illegal charges) Knowledge sharing.
2.2. The Contractor is responsible for providing the services under this Contract.
Technical assistance service must be provided in a manner that will not be
exhausted during the provision of services, also the Contractor agrees to provide
collaboration (by staff) and neccessary technical competitions to achieve the
Contract’s purposes.
Estimated number of staffs travel to Haiti each time and service costs of each
phase are detailed in the attached Appendix I of this Contract.
ARTICLE 3: RIGHTS AND OBLIGATIONS OF THE COMPANY
3.1. The Company shall specify its requirements and provide the Contractor with
necessary information relating to the design, business inputs, quality, timescale,
location and other relevant information for the assistance carried out by the
Contractor.
3.2. The Company shall make the best effort to support the Contractor to fulfil its
duties under this Contract including but not limited to:
a) Supporting the Contractor to meet other relevant entities or organizations to
collect necessary information upon the request of the Contract.
b) Giving the permission to the Contractor to access and use the Company's
infrastructure including necessary assets and goods in order to fulfil the technical
assistance services.however, Under no circumstances be understood the use of
the Company’s infrastructure by the Contractor as benefit of or transfer to the
Contractor or its persons
ARTICLE 4: RIGHTS AND OBLIGATIONS OF THE CONTRACTOR
4.1. The Contractor is responsible for providing the Company with the Assistance in
due time and meeting the requirements of the Company.
4.2. The Contractor ensures that services shall be implemented in compliance with
international standards of ITU-T.
4.3. The Contractor is responsible for keeping in good conditions of the materials,
tools, assets and goods provided by the Company during the time of
implementing its services. The Company shall be liable for compensating for any
damages to and loss of any of such materials, tools, assets and goods caused by
the Contractor. Under no circumstances be understood the use of the Company’s
materials, tools, assets and goods by the Contractor as benefit of or transfer to the
Contractor or its persons .
4.4. The Contractor ensures that its labors (including of the labors of its
subcontractor) must be abode by Haiti Law. The Contractor also ensure the
compliance with the safety and health in working regulations of Haiti law during

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 the time of implementing the technical assistance services.
4.5. The Contractor may suspend the assistance for a period of time if permitted in
written by the Company. The Contractor shall also notify the Company in writing
seven (07) days prior to the suspension of services
ARTICLE 5: CONTRACT VALUE AND TERMS OF PAYMENT
5.1. Contract value:
The total Contract value is: 335,520 USD (in words: United States Dollar
Three hundred thirty five thousand, five hundred twenty) with details
stipulated in the attached Appendix II (including taxes in Haiti).
The total Contract value includes services value, taxes levied in and within
Vietnam territory, insurances, accommodation fees, transportation fees and flight
tickets fees for the Contractor’s staffs in and from Vietnam to Haiti or occurring
in Vietnam during the transit to Haiti.
Taxes/Other Fees: The parties will comply with all applicable taxes, surcharges,
and duties which are required to be charged to or otherwise paid in Haiti by Haiti
law. The Company has the right to keep and deduct 5% total Contract value to
pay the Withholding tax to Haiti’s tax authorities.
5.2. implementation timeTime of Implyment: From 01/10/2020 to 31/12/2020.
5.3. Payment terms:
After the completion of assistance services by the Contractor, both Parties will
sign and stamp the Payment Certificate in which show clearly the actually
Contract value for the actually deployed services.
The actually Contract value shall be paid 100% by Telegraphic Transfer (T/T) to
the Contractor within forty five (45) days from the date of Works Completion
Certificate signed against the presentation of the Payment Certificate.
Any overdue payment under this Contract shall carry an interest rate of one year
LIBOR USD plus two (02) percent per annum for overdue amount and time,
provided that the rate of interest shall not exceed five (05) percent per annum. A
payment shall be deemed overdue when it is made exceeding such Payment
Period.
Upon receiving full amount of the actually Contract value, the Contractor shall
issue a duly invoice to the Company.
Payment shall be made to:
Beneficiary : Viettel Global Investment JSC
Bank name : Military Commercial Joint Stock Bank – Dien Bien Phu Branch
Bank Address : No 28 Dien Bien Phu Str., Ba Dinh District, Hanoi, Vietnam
Account No (USD): 06211.001.62.002
Swift Code : MSCBVNVX005

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ARTICLE 6: ASSIGNMENT OF THE STAFFS
6.1. The Contractor shall assign qualified staffs to undertake the Assistance as
designated and provided under this Contract.
6.2. The Contractor warrants that the staffs assigned to the Company are qualified to
undertake the assistance services.
6.3. The Company shall not replace any the Contractor’s staff without a prior consent
of the Contractor.
6.4. The Company has the right to request the Contractor to provide more staff(s) or
replace any of the staff in the project team if the Company considers that the
number of staffs or staff in the project team are not qualified enough to
implement the assistance services. In case of replacement or supplement, the
Parties shall negotiate to make amendments to the Contract if necessary.
6.5. If there is any accident caused the death or harm to health of the Contractor’s
staff during implementing the Assistance, the Contractor, at its cost, shall cover
all the expenses as provided by the laws of Vietnam and Haiti and in accordance
with the contract signed between the Contractor and their staff.
ARTICLE 7: FORCE MAJEURE
7.1. All events or circumstances which are beyond the reasonable control of the
Company and/or the Contractor, such as war, revolution, insurrection, hostilities,
rebellion, riot, civil commotion, earthquake, flood or other natural disaster, fire,
explosion, epidemic, strike, lockout or other industrial disturbance, blockade,
congestion of harbours, etc. shall be considered as cases of Force Majeure.
7.2. In case of Force Majeure, the Parties shall, within 20 days from the date of
occurrence/ending of the cause, advise each other of the nature thereof. In this
case, the time stipulated for the performance of the obligations should be
extended as agreed by both Parties.
7.3. Should Force Majeure lasts for more than two (02) months, the terms and
conditions of the Contract shall be reasonably reviewed and amicably agreed by
both Parties.
ARTICLE 8: CANCELLATION AND/OR TERMINATION OF CONTRACT
The Contract may be cancelled or terminated partly or wholly in the following
cases:
8.1. Both Parties mutually agree to do so; or
8.2. The Company may terminate this Contract if the Contractor suspend the
implementation of the Assistance for a period of 30 days without prior written
consent of the Company or clearly shows up its intention to cease the
implementation of its obligations under the Contract; or
8.3. Immediately, upon any attempt by the other Party to assign, delegate, or
otherwise transfer any of its rights or obligations under this Contract without the

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 prior written consent of the other Party.
8.4. Immediately if one Party becomes insolvent or files for liquidation, bankruptcy
or other procedure due to its inability to pay its debts that become due such as
dissolves or liquidates or a Party files a voluntary petition in bankruptcy; or a
similar proceeding is filed against this Party and is not stayed or dismissed within
thirty (30) days; if a receiver is appointed for all or substantially all of the other
Party’s assets.
8.5. In case of the Contract Termination, the Defaulting Party shall pay the non-
defaulting party a termination penalty of 8% of the value of violated parts of the
Contract.
ARTICLE 9: VARIATION AND CHANGE OF THE CONTRACT
9.1. Any variation or change of the services, Scope of Works or any other term of the
Contract shall be mutually agreed in writing between the Parties by means of
formal Contract amendment (“Change Order”), duly signed by the Parties,. No
change or variation will be effective or valid upon in any way until the Parties
have executed a Change Order as aforesaid, and, if required, the Contractor must
receive a purchase order from the Company for any additional charges resulting
from the Change Order.
9.2. The Contractor shall have the right to compensation, on time and material basis
for the work spent on making the changes or variations as further defined in the
change control procedure.
ARTICLE 10: QUALITY ASSURANCE
Contractor warrants that the Assistance in connection with the development or
customization of the Service(s) has been carried out in accordance with generally
accepted practice and, in addition, in accordance with generally accepted practice
within the telecommunication services.
ARTICLE 11: TAKE-OVER PROCESS
11.1. Take-over conditions:
The Company shall take over each work of Assistance after the Contractor has
completed all the Works.
11.2. Take-over progress:
Take-over Certificate (Works Completion Certificate) will be signed by both
Parties within 5 days from the date the Company receives the Contractor’s
written notice of completion of Works provided that there is no dispute between
two parties relating to the quantities and quality of the Works under this Contract;
ARTICLE 12: CONFIDENTIAL
Both parties shall treat as confidential all information relating to this Contract
such as purposes, contents, specifications, drawings, blue prints, nomenclatures,
software, models, unless prior written consent to divulge the same has been

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 obtained and useful for the Contract implementation. This shall not apply to
information that has rightfully become public knowledge.
ARTICLE 13: GENERAL CONDITIONS
1.1 This Contract may be executed in one or more counterparts, all of which shall be
considered one and the same instrument. This Contract and any exhibits,
schedules and appendices hereto constitute the entire contract between the parties
with respect to the subject matter hereof, and supersede all previous contracts,
negotiations, discussions, writings, understandings, commitments and
conversations with respect to such subject matter; and there are no contract or
understandings between the parties other than those set forth or referred to
herein.
1.2 Each Party represents as follows: (i) each has the requisite corporate or other
power and authority and has taken all corporate or other action necessary in order
to execute, deliver and perform this Contract and to consummate the transactions
contemplated hereby; and (ii) this Contract has been duly executed and delivered
by it and constitutes a valid and binding contract of it enforceable in accordance
with the terms thereof.
1.3 This Contract shall be governed by and construed and interpreted in accordance
with the laws of Haiti.
1.4 This Contract shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns; provided, however, that neither party
may assign this Contract, in whole or in part, or its respective rights or
obligations without the prior written consent of the other Party.
1.5 By the provision of notice thereof in accordance with this Contract, either Party
may assign this Contract and its rights and obligations hereunder, either in whole
or in part, to any entity that is, or that was immediately preceding such
assignment, a current subsidiary, business unit, division or other affiliate of such
Party.
1.6 The provision of this Contract are solely for the benefit of the parties and are not
intended to confer upon any entity except the parties any rights or remedies
hereunder, and there are no third party beneficiaries of this Contract. This
Contract shall not provide any entity with any remedy, claim, liability,
reimbursement, claim of action or other right in addition to those existing without
reference to this Contract.
1.7 If any provision of this Contract or the application thereof to any entity or
circumstance is determined by a court of competent jurisdiction to be invalid,
void or unenforceable, the remaining provisions hereof, or the application of such
provision to entities or circumstances or in jurisdictions other than those as to
which it has been held invalid or unenforceable, shall remain in full force and

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 effect and shall in no way be affected, impaired or invalidated thereby, so long as
the economic or legal substance of the transactions contemplated hereby or
thereby, as the case may be, is not affected in any manner adverse to any party.
Upon such determination, the parties shall negotiate in good faith in an effort to
agree upon such a suitable and equitable provision to effect the original intent of
the parties.
1.8 Each of Party shall consult with the other prior to issuing any press releases or
otherwise making public statements with respect to this Contract or the
transaction contemplated hereby.
1.9 The article, section and paragraph headings contained in this Contract are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Contract. This Contract shall come into effect from the
signing and stamp date by parties.
This Contract has thirteen (13) Articles and has been made in six (06) originals,
carrying the same legal effect. The Company will keep three (03) originals and the
Contractor will keep three (03) originals

FOR AND ON BEHALF OF FOR AND ON BEHALF OF

THE CONTRACTOR THE COMPANY

By:_______________________ By:_______________________
Mr. ……………………….. Mr.…………………………
……………………………. ………………………………

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 APPENDIX I: SCOPE OF SERVICEWORK
(In attached to this Contract)

Unit Quantity Total Total USD

Field No Scope Total (VND) Details
(MM) (MM) (USD) after tax
Consulting overall technical solutions (calculating,
building annual network planning; consulting on 63,223,24
1 144 9,104,146,848 384,141 465,867
operations, network infrastructure, asset 2
management and KCS)
Consulting on new technology and services 46,000,00
2 19 874,000,000 36,878 44,723
0 Attached
Technical
Consulting, supporting information security files
46,000,00
3 troubleshooting solutions, updating information 27 1,227,253,435 51,783 62,800
0
security gaps
Consulting and evaluating information security for
46,000,00
4 information technology products; Measures to 20 920,000,000 38,819 47,077
0
control and control charge fraud
Receive and advise professional problems for 46,000,00 Attached
1 5 230,000,000 9,705 11,769
Informati business 0 files
c Development of trial problems according to business 40,500,00
2 162 6,561,000,000 276,835 335,732
requirements 0
Consulting monthly wallet service business 36,237,97 Attached
1 66 2,391,706,350 100,916 122,386
solutions 5 files
Consulting on error handling solutions & taskforce, 36,237,97
E-wallet 2 48 1,739,422,800 73,393 89,008
training and transferring knowledge and technology 5
Annual R&D consulting 36,237,97
3 16 587,860,483.33 24,804 30,081
5
Consultant to build architectural framework of e- 36,000,00 Attached
1 48 1,728,000,000 72,911 88,423
Enterprise government project for Haitian Government 0 files
customer Business consulting in the field of International
36,000,00 36,455.7
solution 2 Business (business strategy / policy, system of 24 864,000,000 44,212
0 0
illegal charges)
1,106,64
    Total 1,342,079
1

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FOR AND ON BEHALF OF THE CONTRACTOR FOR AND ON BEHALF OF THE COMPANY

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By:_______________________ By:_______________________

Mr. ……………………….. Mr.…………………………

……………………………. ………………………………

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APPENDIX II: DETAIL OF SERVICE

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FOR AND ON BEHALF OF FOR AND ON BEHALF OF
THE CONTRACTOR THE COMPANY

By:_______________________ By:_______________________
Mr. ……………………….. Mr.…………………………
……………………………. ………………………………

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