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Agreement For Field Trial

OF
VNL's WorldGSMrM System

Between

Essar Telecom Kenya Limited

AND

VNL Middle East Limited

'1his document and information is covcrcd underNDA signed betwccn Essar Kenya and VNL l7}?

t2i08/ !0

O20l0VNI lCompany confidential/ DocNo. VNL/Trial-09/ Essar Kenya /001 Page I

 Fiald Trial Agreement

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This Agreement for Field Trial ("Agreement") is made on this 2l''Day ot t'urr^'{v ,2010
BY AND BETWEEN

ESSAR TELECOM KENYA LIMITED. whose Registered Office is situated at Essar House
Africa, Brookside Groove, lruguga Green Lane, Westlands. Nairobi. Kenya, (hereinatter
referred to as "Essar Kenya", an expression which, unless repugnant to the context or
meaning thereof, shall mean and include ils successors in business, Affiliates, and permitted
assigns) on the First part

AND

VNL MIDDLE EAST LIMITED, with its Registered Office at 3'd Floor, 355 NexTeracom
Tower 1, Cybercity, Ebene, Mauritius(hereinafter referred to as the "VNL", an expression
whlch, unless repugnant to the context or meaning thereof, shall mean and include its
successors in business, Affiliates, and permitted assigns) on the Second part

ESSAR KENYA and VNL shall be referred as "Parties" 60llectively, and "Party" individually.

'I.O WHEREAS:

A. ESSAR KENYA is a Telecommunications Operator providing Telecom Services and

value added services to its subscribers in Kenya, where ESSAR KENYA or its group
company is so licensed; and

B. VNL has developed a low operating cost technology ("WorldcsMrM") for deployment
in GSM wireless networks, in the GSM frequency bandi and

C. VNL has approached ESSAR KENYA with its WorldGSMrM technology and ESSAR
KENYA has expressed its interest to try WorldcsMrM technology in some of the
network service area ofESSAR KENYA benefitting both the Parties; and

D. VNL represented to ESSAR KENYA that VNL possesses the required skill and
expertise to provide necessary platform of WorldcsMrM to ESSAR KENYA and has
offered to carry out a Field Trial ("Field Trial") in ESSAR KENYA GSM netlvork so as
to demonstrate the lnterfacing with the existing network of ESSAR KENYA; and

E. ESSAR KENYA and VNL have discussed and agreed to conduct a Field Trial for the
WoddGSM'M System and are desirous to enter into lhis Agreement.

NOW THEREFORE, in consideration of the mutual covenants contained herein. the receipt
and suificiency of which is hereby acknowledged, the Parties agree as follows;
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 Field Trial Agreement

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2. SCOPE OF THIS AGREEMENT

2.O VNL shall supply a WorldGSMrM System ("System") to ESSAR KENYA for
conducting Field Trial of the System with ESSAR KENYA'S existing MSCS
(Mobile Switching Centre).

2.1 ESSAR KENYA shall evaluate the WorldGSlVrM System for interfacing,
compatibility, security, reliability and compliance with ESSAR KENYA technical
and operational processes.

After successful completion and performance of Field Trial, ESSAR KENYA shall
issue a Certificate of successful completion of the VNL System Field Trial with
respective MSC as per format in ANNEX- lX.

2.3 Both the Parties acknowledge that VNL does not guarantee for any
uninterrupted services and any specific service level guarantees, and in no case
either Party shall be liable to the other Party or its Users for any loss of business,
profit, revenue, goodwill, anticipated savings, use or contracts or for any
direcvindirect or consequential loss however, and inconvenience which may
arises due to the field trial envisaged in this Agreement

Upon successful completion of the Field Trial, ESSAR KENYA shall evaluate the
outcome thereof, the success of solar panel in ensuring 100% uptime of power
system which is designed based on 72 hrs autonomy, the cost efficiencies as
presented to Essar by VNL and in the event that all these factors are found to be
meet the technical and specifications requirements, Essar will purchase the Field
Trial System and will enter into an agreement with VNL on such commercial
terms and conditions as may be agreed upon by the Parties for the purchase
thereof.

It is further agreed by the Parties that upon successful completion of the Field
Trial as aforesaid and in the event that Essar is desirous of purchasing any
equipment other than the Field Trial Equipment from VNL, the Parties shall enter
into a definitive commercial agreement for the sale, supply, installation and
maintenance of the System at such agreed Essar Telecom sites in Kenya which
selection of sites will depend upon the commercial, technical and operational
feasibility of the System. The Agreement shall be on such commercial and other
terms to be discussed and agreed by the Parties and will include including the
categories identified in Annex - Vlll as applicable.

TERM

3.0 Subject to Article 1s.3(Overall Limitation of Liability) and Article 13(Termination),

this Agreement shall remain valid for a period of Six (6) months from the date of
signing this Agreement, or one month from successful completion of Field Trial, ,
whichever period occurs later. ,z; -..

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4.

4.0
Field Trial Agreement

RESPONSIBILITES AND OBLIGATION OF PARTIES

VNL shall supply and Install the WorldGSMrM System as per configuration set
with detailed Bill of Material set out in Annexure - lV.
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out in Annexure - I

4-1 The System supplied and installed by VNL shall be equipped with requisite
software and hardware versions prevalent and current on the date of supply.

4.2 ESSAR KENYA shall provide adequate space, power and infrastructure needed
to support installation and operation of the WorldGSMrM System at no
charge/cost to VNL of any nature during the entire Trial period including running
and maintenance cost of the installation infrastructure. ESSAR KENYA shall use
its equipment including MSC's with which the Field Trial is to be conducted.

4.3 ESSAR KENYA shall be responsible for theft, loss or damage to the System/
tools/testers & equipments and/or to third party due to System, equipments,
tools, and testers deployed by VNL for the Field Trial.

4.4 VNL shall maintain adequate insurance for the Products supplied under this
agreement.

4.5 After installation, VNL shall commission and test the System. The scope of tests
shall be in accordance with Annexure Vll. ESSAR KENYA shall make
-
available its technical personnel to supervise this testing. The Parties may
mutually agree in writing for any amendment, changes, additions, and/or
deletions in the scope of Tests to be performed and demonstrated.

4.6 ESSAR KENYA shall avoid the usage of the Worldcsl\4rM System, including any
other equipmenvtools, provided under this Agreement for its own operational
requirements other than the Field Trial.

4.7 The title in the System, including all other equipment, tools, and testers provided
and deployed by VNL shall remain the property of VNL, and ESSAR KENYA
shall not claim any right to own, or lien such System and other equipment unless
paid for in full by ESSAR KENYA.

4.8 VNL shall be responsible for all charges relating to the local transportation and
accommodation of the VNL project team in Kenya.

4-g VNL shall have the option to repair/replace the System, equipment, tools, and
testers provided by VNL under this Agreement as may be required to ensure
successful completion of Field Trial. During the Field Trial, VNL Personnel shall
ordinarily have uninterrupted access, during regular business hours, to the
premises of ESSAR KENYA where the Field Trial is to be carried out (" Site
iESSAR KENYA Premises") and its Network. However, if lor any reason access
is required beyond regular business hours, VNL shall request ESSAR KENYA to
give permission for the same with the details of requirement and such
pefmission shall not be unreasonably delayed or withheld by ESSAR KENYA.

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 Field Trial Agreement

Any Access to ESSAR KENYA'S Sites or premises shall be subject to full

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compliance with the safely and security norms as applicable at ESSAR KENYA'S
Sites / premises from time to time.

4.10 The Parties shall share the responsibilities in accordance with Annexure -V.

4.'11 The mutually agreed project schedule is set out in Annexure - lll.

4.12

4.13 The Field Trial work to be carried out shall be of good quality and high
professional standards through supervision, instruction and demonstrations
oiven to ESSAR KENYA staff.

4.14 ESSAR KENYA shall utilize and evaluate the System strictly under the Field
Trial environment. ESSAR KENYA shall not ordinarily disassemble, decompile,
remove, reinstall, relocate, modify, alter, adjust or repair the System without the
prior written consent of VNL except for critical requirements, which are affecting
the operation of existing network and/or revenue.

4.15 VNL shall not de-install, disassemble, decompile, remove, reinstall, relocate,
modify, alter, adjusl or repair the equipment and / or software existing in ESSAR
KENYA's Network, unless otherwise agreed among the parties.

DELIVERY AND COMPLETION PERIOD

5.0 VNL shall deliver the System, other equipment, tools and testers without any
charge to ESSAR KENYA.

5.1 VNL shall dispatch the System for Site so identified by ESSAR KENYA and
agreed by both the parties. VNL shall notify ESSAR KENYA when the System is
ready for dispatch.

5.2 ESSAR KENYA shall inform VNL packing and marking details and any other
soecial reouirements meant for transit.

5.3 VNL shall be responsible for allexpenses, including duties and taxes for Delivery
to the Site (INCOTERMS DDP) and shipping the system back to India after the
Field Trials. VNL shall be responsible for completing all local formalities
aDplicable in India.

5.4 lf required, ESSAR KENYA shall obtain all required statutory approvals,
permissions, permits and/or licenses, including but not limited to frequency, from
the relevant governmental or regulatory agencies or entities for the Field Trial
testing of the System. However, any Type Approval requirements will be VNL
responsibility.

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 Field Trlal Agroement

5.5 VNL shall deliver the System, equipment and required tools individually packed
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and labeled to the relevant ESSAR KENYA Site as identified by ESSAR KENYA
("Site") for Field Trial.

IMPLEMENTATION

6.0 VNL shall send an experienced team for the installation, testing, commissioning
and maintenance support of the System. VNL shall make arrangement for travel
of such VNL Personnel.

6.1 The trial period shall last for a period of 60 days after hand-over from VNL to
ESSAR KENYA| however, Parties may extend the Trial Period as mutually
agreed.

6.2 lf the System is required to be interfaced with equipment of any other make for
which ESSAR KENYA requires VNL support, ESSAR KENYA shall procure
and/or provide VNL access to and/or authority to utilize such equipment without
any encumbrance or any elira charges. ESSAR KENYA shall ensure that a non-
disclosure agreement is signed with the company/supplier of that make.

TECHNICAL SUPPORT FOR Field Trial

7.0 VNL shall provide technical support for all hardware and software issues, during
the implementation of the Field Trial schedule at no additional cost to ESSAR
KENYA,

7.1 For the System, the ESSAR KENYA technical expert, as appointed by ESSAR
KENYA, shall be knowledgeable and experienced in GSM Network including the
hardware and software. The technical expert shall provide technical support on
all issues of Troubleshooting, identifying and fixing the problem on the system
during the Testing Period.

7.2 VNL may subcontract its rights and performance of its obligations under this
Agreement to subcontractors provided that:
(a) VNL shall obtain the prior written consent of Essar Kenya;
(b) VNL shall enter into a confidentiality Agreement with the subconkactor of
similar provisions as this Agreement; and
(c) VNL shall be responsible for all the acts of the subcontractor.

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I 8. TRAINING

8.0
Field Trial Agroement

VNL shall provide at no addjtional charge on the job training to ESSAR KENYA
uor
during the process of installation, routine operating and maintenance of the
System. However, if any specific training is required, the Parties shall agree on a
mutually agreed charge.
o CONFIDENTIALITY

9.0 Both Parties recognize and acknowledge that they shall access or have access
to the proprietary, confidential and trade secrets, technical information or
materials, software and data of the other Party, or of the other Party's suppliers
including bui not limited to all information, data, know-how, whether it is technical
in nature or not, which is disclosed to the other Party, and which is related to
research, technology, design, system and business activjties or strategies of the
proprietor, whlch is either marked or stated to be confidential, or is by its nature
and/or its name reasonably intended to be confidential (collectively, the
"Confidential Information"). The Receiving Party agrees that it shall not disclose,
sell, transfer, modify, translate, reproduce or otheMise cause the Confidential
Informalion available to any third party and that it shall protect the same to the
extent it protecls its own Confidential Information, but in no event will lhe
Receiving Party exercise less than reasonable care in the protection thereof.

9.1 Confidential Information shall not be deemed to include information which;

9.2 ls rightfully possessed by the Receiving Party prior to the disclosure of such
Confidential Information by the Disclosing Party;

9.3 ls subsequently acquired by the receiving party from an independent third party
having a legal right to disclose the Confidential lnformation;

9.4 Becomes public knowledge, other than through an act or failure to act of the
receiving party

9,5 Unless otherwise agreed upon by VNL in writing or is required by applicable law,
ESSAR KENYA shall not, without the prior written consent of VNL, disclose the
nature or results of the System hial testing being conducled or milestones and
official release dates of any VNL System or documenlation.

9.6 VNL shall not divulge to any lhird party, any information relating to ESSAR
KENYA Site specific information such as location of MSC/BSC centers,
repeaters, Maintenance/Management centers, transmission towers etc. and
information relating to the associated equipment installation and Engineering.

9.7 The Parties have entered into a Non-Disclosure Agreement ('NDA') on

12.08.10.

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 Field Trial Agr.ement

9.8
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All Confidential Information in tangible or electronic form of expression which has
been disclosed to or thereafter created, whether by copy or reproduction to
ESSAR KENYA, under the terms of this Agreement, is and shall remain the
property of the VNL and is considered loaned for use solely in connection with
the Agreement and shall be returned within 30 days of termination of this
agreement.

9.9 The interface specification, signaling specification and any other information
regarding compatibility of the System provided to VNL by ESSAR KENYA or,
that will be implemented by VNL shall not be divulged to any third party unless
agreed by ESSAR KENYA.

9.10 Any design customized and tailored activity, as per ESSAR KENYA specific
requirement, should not be contracted to any third party without obtaining
specific and prior written approval from ESSAR KENYA.

10. INTELLECTUAL PROPERTY RIGHTS & USE OF TRADE MARKS

10.0 Any intellectual property subsisting in the System, including but not limited to
patent, trademarks, copyright, know-how, shall, at all times, be retained by VNL,
None of the provisions of this Agreement shall be deemed or conslrued as
transier, assignment or waiver of such intellectual property and its rights.

l0.l Neither Party shall use the other partys trademarks, logos or corporale marks
without the owning party's prior written consent.

11. NON EXCLUSIVITY

11.0 Parties agree that this Agreement is non-exclusive and either Party may enter
into similar relationships with other parties. Either Party may also independently
develop or market the similar/identical products or compete with each other.
However, such activities shall not absolve the Parties' obligations with reference
to breach of surviving obligations.

12. COSTS AND LIABILITY

12.0 Each Party shall pay its own administrative, legal and other costs, charges and
expenses incurred/ to be incurred in connection with the preparation of this
Agreement and its activities related to pursuing business opportunities.

12.1 Neither Party will be under any obligation to compensate the other Party for any
work undertaken or for any expenses incurred in relation to this Agreement or in
connection with any negotialions or activities preliminary to launching any work
or service other than as defined in this Aqreement.

12.2 Neither Party is authorized lo enter into any commilment or to incur any debt or
other obligation on behalf of the other Party.

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D
r- 13. TERMINATION
Field TrialAgreement

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13.0 This Agreement shall come into force and effect upon execution by the
authoriz;d representatives of both Parties and shall remain effective for the
Term identified in section 3.

'13.1 This Agreement may be terminated earlier under one of the following
circumstances:

13.2 The Parties hereto may mutually agree in writing to terminate this Agreement for
any reasons whatsoever

13.3 Either party can terminate, upon notice period of 30 days

1g-4 lf a Party is dissolved, liquidated or placed under receivership' or an

Administrator is appointed, this Agreement terminates immediately

13.5 lf a party is in a material breach of the terms and conditions of this Agreement
and the non breaching party has given not less than 30 days notice to cure such
breach and the breach is not cured by the breaching party

14. GOVERNING LAW AND ARBITRATION

14.0 This Agreement shall be governed by and construed exclusively in accordance

with the Laws of England.

14.1 Any dispute, controversy or claim between the parties hereto arising out of or in
connection with this Agreement either during or after the term' hereof' shal! be
settled amicably by the Parties. Any dispute, controversy or claim arising out of
or in relation to this Agreement if not settled amicably within 45 days of notifying
the dispute, to the other Party, shall finally be settled by arbitration and shall be
exclusively in accordance with the Laws and rules of arbitration as per the then
prevailing Kenyan Arbitration Act. , venue of arbitration shall exclusively be
iilairobi, kenya. The arbitration proceedings shall exclusively be conducted 'in the
English Language.

14.2 the prevailing Kenyan Arbitration Act. The decision of the arbitrator shall be final
and binding uPon the Parties.

15. GENERAL

'15.0 Expenses: During the Field Trial' VNL and ESSAR KENYA shall bear their The
arbitration will be conducted by a sole arbitrator who will be mutually selected by
the Parties hereto in accordance with respective costs and expenses in
accordance with the detailed responsibility matrix and project plan

15.1 Publicity: Upon successful completion of the Field Trial the Parties shall, on
mutual igreement, release press statement(s) or make any other announcement

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 lrial
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Field Agroement

to any third party or make any public statement regarding the existence or
content of this Agreement and the successful completion of the Field Trial.

15.2 Government Regulations: Each Party, including their personnel, employees, and
associates shall be solely responsible for complying with the statutes, laws,
regulations, subordinate legislation, administrative orders and instructions issued
by relevant government aulhorities, regarding, but not limlted to, environment,
industrial relations and taxation, during the performance of this Agreement.

15.3 Overall Limitation of Liability; Notwithstanding anything contained in this

Agreement, except Articles 9(Confidentiality), 10(lntellectual Property Rights &
Use of Trade Marks), either Party and its respective employees, directors,
offlcers, agents, and suppliers shall not be liable to the other Party, or its
employees, directors, officers, agents, or any other person/party for any indirect,
special, incidental, consequential or exemplary damages or loss, or for any loss
of profits or , revenues, loss or corruption of data, and damage to reputation or
goodwill or savings arising out of this Agreement or resulting from the use or
performance of any Equipment. Provisions of this Article shall survive the
termination or expiry of lhe agreement.

15.4 Notices: Any notices under this Agreement shall be in writing to the appropriate
party at its address stated on the Ilrst page of this Agreement.

15.5 Language: The official language of this Agreement shall be English.

15.6 Severability: ln the event any one or more of the provisions of this Agreement ls
held to be void, unenforceable or illegal under the applicable law, such voidness
or unenforceability or illegality shall not affecl any other provision of this
Agreement.

15.7 Waiver: The failure or delay on the parl of VNL or ESSAR KENYA to exercise
any right, power or privilege hereunder shall not operate as a waiver thereof.

15.8 Entire agreement: This Agreement hereto constitute the entire understanding
and Agreement between the parlies concerning the subject matter hereof and
supersede and replace all prior discussions, agreemenls and representations,
whether oral or written and whether or not executed by VNL and ESSAR
KENYA.

15.9 No modification, amendment or variation may be made to this Agreement or any

part thereof shall be valid unless it is made in writing and signed by authorized
representatives of the Parties hereto

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-[his
docurnenl and information is covered under NDA signed bet\\'een Essar Kenya and VNL an l2/08/]A
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 Fiold Trlal Agroament

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This Agreement is entered into on the 24'7^y ot Na,r nrb<'" 2o1o

For Essar Telocom Kenya Limited For VNL Middle East Llmited
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tf'-eAv'fi-""^)a1 Sign: --K"ry',
Name: Sameer Kumar
Sign:
Title: Sr. Vice President (Finance)
Name: Sundararaman Pattabiraman

Title: Chief Financial Officer

Title: Executive Vice President, Commerc

LML (4{Aaugv€o,
(oviJ-\ts1 Vnn^J R (t€r2 ' k€.rY|4

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