AA-002 071 Consultancy Agreement This Agreement is made on January 1, 1996, by and between Telefonaktiebolaget L M Ericsson, Stockholm, Sweden, (hereinafter referred to as "Company”) and NS. 16, rue de Candolle Geneva, Switzerland (hereinafter referred to as Consultant”) Whereas, the Company desires to secure and perform Business Projects to customers in Algeria (hereinafter referred to as the Project) and ‘Whereas, the Consultant has facilities, experience, and capabilities to assist the Company in connection with the Project, Now, therefore, the parties hereto, agree to follows: Article 1 Company hereby appoints Consultant as its Consultant in connection with the Project. Ericsson companies and products incorporated in this Agree- ment are specified in Appendix 1. Other Ericsson companies and products may be added after mutual agreement. Article 2 ‘Consultant shall provide Company with all information, assistance and co- operation necessary or desirable for successful tendering or direct negotia- tion, including prequalification, if necessary, invitation and awarding of a contract for the Project and if Company is awarded the contract provide ‘Company with such counsel, guidance, facilities for and information about the Project as shall be reasonable required from the Consultant. ab) 4) 072 Such services shall include without being limited to: Carrying out such investigations and studies that Company may reasonably require. Advice and assistance on legal, financial and fiscal aspects of the Project. Advice and assistance on Project management matters such as local em- ployment, local supplies and co-operation with local companies. Contact with public authorities at various levels with a view to obtain all authorisations needed. Consultant shall not directly or indirectly promote any other person or company that may be competitive with Company in respect of the Project or otherwise act or omit to act in a way which could adversely affect Company, Article 3 If Company is awarded a contract for the Projeet, within the validity period of this Agreement, Company will - as full compensation for services which the Consultant may incur and any commitments he may enter into - pay Consultant a compensation in accordance with the following pro-visions: ‘The amount of compensation shall be computed at the rate of five per cent (5%) of the price of imported material (FOB) of any such contract entered into by Company for the Project. ‘The amount of compensation shall be computed at the rate of four per cent (4%) of the price of orders from SITEL for the year 1996. At the end of the year 1996, the parties will meet in order to evaluate the situation of SITEL. In accordance with the results of this evaluation, the rate of commission for orders from SITEL shall be discussed and modified - decreased or increased - the adjustment of the rate shall be notified to the Consultant by the Company and the letter of notification will be added to this present Agree- ment after acceptation by the Consultant. ‘The prices are understood to be exclusive of local taxes, stamps duties and custom duties. ‘The compensation shall be payable quarterly pro rata based on payments received by Company in the same currency as received by Company. The receipt of payments shall mean when such payments are freely disposed of by Company.Article 4 This Agreement is valid for a period of 2 (two) years and shall be automatically reconducted each time for a period of 2 (two) years. Each party has the possibility to terminate this Agreement by a written notification to the other party 6 (six) months before the end of each validity period. ‘The Project contracted during the validity period shall remain covered by the terms of this Agreement after the termination date until the conclusion of the Project. Article 5, Should no contract be entered into during the stipulated period in article 4, irrespective if the reason is attributed to Company, this Agreement will cease to be valid except for clauses 9 and 10 and Consultant will have no right to any remuneration, reimbursement of expenses or compensation whatsoever. Article 6 Consultant services shall be performed in strict accordance with the instructions and guidelines given by Company from time to time. Article 7 The Consultant shall have no power, right or authority to bind the Company in any matter and Consultant shall not act in the name of or on behalf of the company, unless the Company has given the Consultant the instruction to do so. Article 8 This Agreement shall be constructed and interpreted under the laws of Switzerland. Any disagreement about the interpretation of this Agreement, which the parties cannot resolve between themselves, shall be subject to arbitration in Geneva in accordance with established and general accepted rules. ey, BRAtticle Consultant agrees not to disclose either during the validity of this Agreement or thereafter to any third party any technical, commercial or other information received or obtained from Company except in so far as may be required for the purpose of this Agreement and to safeguard the secrecy of such information and not to use the information for any other purpose that the prompt performance of Consultant services under this Agreement. Article 10 This Agreement contains the entire agreement between the Company and the Consultant on the subject matter of this Agreement, and cancels and supersedes all previous agreements between the Company and the Consultant. Article 11. ‘The parties agree to keep the existence and contents of this Agreement confidential. 5 In Witness Whereof, the parties have caused this Agreement to be executed by their duly Authorised Officials. For For NSIL. TELEFONAKTIEBOLAGET LM ERICSSON Corporate Markets AanE4ing_O75 Appendix 1 to Consultancy Agreement between N.S.L and Telefonaktiebolaget LM Ericsson of June 14, 1996 The following Ericsson companies and products/systems are included in the Consultancy Agreement: Switching and Network Systems from Ericsson Telecom AB, Sweden Ericsson Telecomunicazioni S.p.A., Italy Ericsson S.A., Spain Mobile Telephony Systems GSM, NMT, TACS from Ericsson Radio Systems AB, Sweden076 <_ ERICSSON 2 — eves ieee 1) 1999-03-31 LME/DM-39:0138 HF/LME/DME D Ekman/CHO +46 8 719 2238 Monsieur Diillali MEHRI 11 bis Rue Lereux F-75116 Paris FRANKRIKE Dear Mr Djilali, RE GSM SYSTEM ALGERIA With reference to our recent discussion about the expansion of the GSM system operated by PTT in Algeria, I have been in contact with the concerned persons at the Business Unit responsible for the the GSM system. As you know, we were forced to reduce our price for Phase 1-3 considerably and consequently our margins were reduced too. In addition, the implementation costs are, for obvious reasons expensive in Algeria. It is therefore necessary to keep our cost as low as possible. We confirm your compensation until further notice as folllows: a) Expansion of the GSM Network of Phase 1-3 by approx 15% - Compensation 6% of the contract value. b) New tenders for GSM - Compensation 10% of the contract value ‘on the condition that the price level will be the same as in Phase 1-3. If the price has to be reduced, the rate of the compensation will be discussed and agreed upon. This letter replaces our letter LME/DM-99:0138 dated 1999-03-09. Yours truly, TELEFONAKTIEBOLAGET LM ERICSSON (publ) Corporate Markets Dan Ekman Telefonaktiebolaget LM Ericsson (uti) Maran VAT. Noz Sessene Crrantationsn’ Reg No prise 101 eases Oe ret —— Sancta Seba ow TOCKHOU Teletongion cs te10 va 0e077 ERICSSON 2 er 1998-10-01 LME/DM-98:0521 NsI 16, Rue de Candolle Geneva ‘Schweiz. Dear Sirs, Consultancy Agreement; TELEFONAKTIESOLAGET LM ERICSSON and NS| of January 1, 1996 Reference is made to Article 38 in the above Agreement. This is to confirm that the parties have agreed to increase the commission for orders from SITEL to five percent (5%) to be valid for all net sales from Ericsson to SITEL from July 1, 1998. All other Articles and conditions remain unchanged. Yours truly, TELEFONAKTIEBOLAGET LM ERICSSON (publ) Corporate Markets Dan Ekman Telefonaktiebolaget L_M Ericsson (put) Momsen V.A.T. No: SESSe0t6088001 COrganisationsn’- Reg Ne. 5860160680 Pavinde- lad eatheadis- Oe dens eal -Toephone Teles. Toe Tetlen fae 5.1252 STOCKHOLM Nat 08-719 «000 13910 Not 08 105085078 ERICSSON 2 1) Daum: date Bending Referee 1997-11-05 LME/DMA-97:0643 Vis handtgaar narm, Andi fot matter aie, eephone a dann. Your date Erostecining- Yow mfennce HF/LME/DME D Ekman NSI Geneva SWITZERLAND Dear Sir, This is to confirm that your compensation for the GSM contract (FCT 103 1070) in Algeria will be ten per cent (10%) of the price of imported material (FOB). Reference is made to the agreement between Telefonaktiebolaget LM Ericsson and NSI dated in January 1, 1996. Yours sincerely, TELEFONAKTIEBOLAGET LM ERICSSON (publ) Corporate Markets Ry ta nn Dan Ekman Telefonaktiebolaget LM Ericsson (gutsy Momsne- V.A.T. Ne: SESSe916068001 Crganisationsn- Reg. No. SSE0160680 Posada ed Besonsnarens ten adr Teaton Temphane Tor: Tee Toeta- Teeter 5-125 STOCKHOLM Telefonplan Nat__98-719.0000 149 10 Nat__08- 18 085 ‘SWEDEN Hacersten a cone =