Subcontract No: MPACIV6708020501PCA Specific conditions (CFA) Security Level: High HUAWEI Confidential Page1, Total11Cote dIvoire Wireless Project Frame Agreement BETWEEN Huawei Technologies (Cote dIvoire) And -COTE DIVOIRE Subcontract No: MPACIV6708020501PCA Date: 5TH Feb 2008 科特迪瓦无线通信工程框架协议Subcontract No: MPACIV6708020501PCA Specific conditions (CFA) Security Level: High HUAWEI Confidential Page2, Total11Chapter 1 Definition Chapter 2 Scope of the Service Chapter 3 Subcontract Price Chapter 4 Taxes and Duties Chapter 5 Responsibilities and Obligations Chapter 6 Term of Service and Quality Requirements Chapter 7 Liquidated Damages Chapter 8 Intellectual Property Right and Confidentiality Chapter 9 Force Majeure Chapter 10 Amendment and termination of the Subcontract Chapter 11 Dispute and Arbitration Chapter 12 The effectiveness of the Subcontract APPENDIX 1 Scope of the work APPENDIX 2 Time Schedule APPENDIX 3 Price List and Payment Term APPENDIX 4 Engineering Division APPENDIX 5 Quality Check Standard 定义服务范围转包价格税款（含关税）双方责任知识产权和机密 不可抗力 转包合同的变更和终止转包合同的法律效力争议和仲裁 附则1 工作范围 附则2 时间进度 附则3 价目表和付款期 附则5 质量检测标准服务期限和质量要求 损失清算Subcontract No: MPACIV6708020501PCA Specific conditions (CFA) Security Level: High HUAWEI Confidential Page3, Total11This SERVICE SUBCONTRACT (hereinafter referred to as “Subcontract”) is made on 5TH February 2008 as the subcontract to the Main Contract for the implementation of the Project （please specify the name of the Project since there is no definition of the “Project”）. BETWEEN Huawei Technologies (Cote dIvoire) , a company incorporated and existing under the laws of Cote dIvoire and having its registered office at Cocody 2 Plateaux, Rue J 107 Villa 1618, Carrefour Dauphins, Abidjan, Cote dIvoire. (hereinafter referred to as “Contractor” or “Huawei”/ “HUAWEI”). AND -COTE DIVOIRE, a company incorporated and existing under the laws of Cote dIvoire and having its registered office at *Abidjan, Cote dIvoire. (hereinafter referred to as the “ Subcontractor”) The Contractor and the Subcontractor may be called collectively as “Parties” or individually as “Party” where the context so requires. WHEREAS, with the purpose of fully performing the Main Contract, the Contractor desires to engage the Subcontractor and the Subcontractor desires to supply Services for the Main contract as specified in this subcontract. NOW THEREFORE, in consideration of mutual premises, representations, covenants and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree with the following terms and conditions and to be bound thereby. Chapter 1 Definition 1. Except as otherwise provided, the following words and phrases shall have the meanings as defined below. Words importing the singular only also include the plural and vice versa where the context so requires. 1.1. “Main Contract” Means the contract entered into between the Contractor and the Employer. 1.2. “Service Subcontract” or “Subcontract” Means general conditions and specific conditions of Turnkey Service Subcontract, including any Purchase Orders and Variation Orders issued pursuant to this Subcontract as well as any amendments as may subsequently be agreed upon between the Contractor and the Subcontractor. 1.3. “Employer” Means the company which called for submittal of tenders to implement (the works) and employed the Contractor or entrusted any other party to supervise the works. 1.4. “Contractor” Means, Huawei Technologies (Cote dIvoire), whose tender has been accepted by the Employer, including the successors or assignees of the Contractor with the consent of the Employer. 承包商和分包商在本合同中统称为双方，单独提及则称为一方。鉴于双方均有意就本合同提及服务与对方合作，双方友好协商，达成如下协议，并各自约束第一部份除另有说明，下列文字和短语的含义如定义所述。不分单复数。主合同 承包商和客户签订的合同服务转包合同或转包合同承包商和分包商签订的交钥匙服务合同条款，包括所有P O ，V O 以及所有双方同意的修订条款。雇主 要求提交标书以执行工作，雇佣承包商或委托任何其他方监理本工作的公司承包商，指科特迪瓦华为科技。Subcontract No: MPACIV6708020501PCA Specific conditions (CFA) Security Level: High HUAWEI Confidential Page4, Total111.5. “Subcontractor” Means -COTE DIVOIRE, to whom execution of any part of the works is sub-contracted directly or indirectly by the Contractor, and includes its legal successors or permitted assignees with the consent of the Contractor. 1.6. “Project Manager” means the person appointed by the Subcontractor to supervise the performance and implementation of the Service under this Subcontract. 1.7. “Supervisor “ means the person appointed by the Contractor to supervise, inspect the Service and give indications to the Subcontractor for the purpose of execution of this Subcontract having the Contractor authority. 1.8. “Service” means the Supply, installation, testing and other services undertaken by the Subcontractor under this Subcontract. 1.9. “Site” means the geographical location (territory and/or building) where the Equipment shall be installed. 1.10. “Preliminary Acceptance Test” or “PAT” means pre