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DATE
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AND COMPANIES IN ITS GROUP PAGE 1 of 33



INFORMATION OWNED BY TELEFONICA S.A.
All rights reserved














MCT.NI.021
GENERAL CONDITIONS FOR
THE PROVISION OF SERVICES
TO TELEFNICA, S.A.,
AND COMPANIES IN ITS GROUP
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DATE
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AND COMPANIES IN ITS GROUP PAGE 2 of 33



INFORMATION OWNED BY TELEFONICA S.A.
All rights reserved

1. SCOPE OF APPLICATION AND PARTIES


1.1. SCOPE OF APPLICATION

This document contains the General Conditions that Telefnica S.A. and
the Companies in its Group (hereinafter Telefnica) for the procurement
of services, inasmuch as they are not substituted by other subsequent ones.

Provision of services is defined, for the purposes of this invitation to tender,
the carrying out of any activities, including the execution of work, at the
request of Telefnica by one or several Contractors.

Notwithstanding the above, in the event of a discrepancy, the Specific
Conditions for the provision of services (hereinafter SPECIFIC
CONDITIONS), as well as other contractual documentation corresponding
to the contracting of a determined service will prevail, according to their
order of priority, over these GENERAL CONDITIONS.


1.2. PARTIES

Telefnica:

As has been stated, by this name we refer to Telefnica S.A. or any of the
companies in the Telefnica Group.

For the above, a Telefnica Group company is understood to mean one in
which Telefnica S.A., whether directly or through another company in the
Telefnica Group:

a) Possesses more than 50% of share capital, or

b) Has the right to appoint or remove the majority of members of the
administrative body, or can dispose of the majority of the voting rights
pursuant to agreements reached with other shareholders or

c) Controls management of the results of rights, agreements or other means
that confer the possibility of exercising a decisive influence over the activities
of the company.



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Contractor:

Contractor is understood to mean a legal entity or physical person, legally
incorporated according to law that, pursuant to the Contract drawn up as per
Condition 4, assumes vis a vis Telefnica all the rights and obligations
deriving from the Contract.

Unless agreed to the contrary, when one or more legal entities or physical
persons contract the same service with Telefnica, they will be jointly and
severally bound, regardless of any possible agreements signed between
them.

The Contractor shall inform Telefnica of the name of the person or
persons designated to represent it, with sufficient power and capacity to
meet contractual obligations, providing certifying documentation to this end.

The Contractor must have capacity to work and be economically solvent,
with sufficient financial, technical and professional resources, in the
judgement of Telefnica which may, at any time, request accreditation of
these elements.

Nevertheless, physical persons or legal entities may not contract Telefnica
if they fall within the following circumstances:

a) If they have been condemned by a definitive ruling for the crime of
unlawful association, corruption in international economic dealings,
nepotism, bribery, fraud and illegal levies, crimes against the tax and social
security authorities, crimes against the rights of employees, embezzlement
and handling stolen goods and similar conduct, crimes relating to the
protection of the environment or special prohibition from working in a specific
field, position, industry or trade. The prohibition on contracting covers legal
entities whose directors or representatives, serving, fall within one of the
aforementioned situations due to actions carried out on behalf of or
benefitting said legal entities, or where the conditions, qualities or
relationships required by the corresponding crime are met, as a result of
being the active subject of same.

b) If they have filed for a creditors agreement, having been declared
insolvent in any procedure, been declared bankrupt, subject to legal
intervention or have been declared incapable pursuant to Law 22/2003, of 9
J uly (RCL 2003, 1748) , Bankruptcy, without the incapacity period fixed in
the bankruptcy ruling having concluded.

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c) If executive proceedings or preventative seizure actions or other
precautionary measures have been brought against it that show financial
difficulties in properly meeting its obligations.

d) If they have been sanctioned, definitively, for a serious violation of market
discipline, in professional matters or in respect of labour integration or
equality of opportunities, and non discrimination against the disabled, or for
extremely serious infractions in social matters, including infractions relating
to the prevention of workplace risks, as per the amended text of the law on
infractions and sanctions of social order, approved by Royal Legislative
Decree 5/2000, of 4 August (RCL 2000, 1804, 2136) , or in environmental
matters, as per that set forth in Royal Legislative Decree 1302/1986, of 28
J une (RCL 1986, 2113) , Assessment of Environmental Impact in Law
22/1988, of 28 J uly (RCL 1988, 1642) , of coasts; in Law 4/1989, of 27
March (RCL 1989, 660) , on the conservation of natural spaces and
woodland flora and fauna; in Law 11/1997, of 24 April (RCL 1997, 1007) , on
packaging and packaging waste; in Law 10/1998, of 21 April (RCL 1998,
1028) , on waste; in the amended text on the Law on Waters, approved
by Royal Legislative Decree 1/2001, of 20 J uly (RCL 2001, 1824, 2906) ,
and in Law 16/2002, of 1 J uly (RCL 2002, 1664) , on the integrated
prevention and control of contamination.

e) If not up to date with compliance with tax or social security obligations
imposed by current regulations.

f) The Contractor is not registered on the requisite official registers according
to the purpose of the project or service contracted.

Likewise, a Contractor will be deemed to fall within one of the above
causes when same are a member of its parent company, another company
in the same corporate grouping, or any union or grouping of companies that
forms part of the Contractor, or any of its providers or sub contractors that
has an important role in the fulfilment of the contracts included in the scope
of application of this document. Should any of these circumstances arise
during the contractual relationship; this could be grounds for cancellation of
the contract.

2. INVITATION TO TENDER

Telefnica will determine in the INVITATION TO TENDER the SPECIFIC
CONDITIONS or supplementary requirements to these GENERAL
CONDITIONS

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The technical, commercial and economic requirements associated therewith
(SPECIFICATIONS), when specified, will be provided at the time of the
INVITATION TO TENDER, and will form part of the SPECIFIC CONDITIONS.

3. BIDS

3.1. REQUIREMENTS

The submission of bids by the Contractor does not imply any obligation to
enter into a contract by Telefnica.

Bids must have a minimum validity of:

3 months when services are intended for Spain or Chile.

2 months when services are intended for Peru

That specified in the corresponding bid template, when services are
intended for Argentina.

1 month when services are intended for Brazil.

The services offered must comply with the characteristics requested.

If there are any variations vis vis the requested characteristics, these must
be described explicitly in the bid.

In any event, Telefnica reserves the right to reject those bids that, in any
aspects, do not comply with that defined in the SPECIFIC CONDITIONS
and, as applicable, in the SPECIFICATIONS, without this granting the
Contractor any right to a claim or compensation whatsoever.

3.2. BID PRICES

The Contractor must be aware, when it is drawing up its bid, the fact that
Telefnica reserves the right to make a partial award; in these cases, the
SPECIFIC CONDITIONS, and for indicative purposes, will indicate the
sections into which the total service may be divided when being adjudicated.

As for the bid price, it is also necessary to take into account that set forth in
condition 12 of these specifications, insofar as they regulate the "Contract
Price".


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4. FORMALISATION OF THE CONTRACT

The contract for the provision of services will be formalised when Telefnica
sends the Contractor an AWARD LETTER which, with respect to the
Contractors bid, may be partial or total.

When the nature or amount of the service makes it advisable, Telefnica may
add to the aforementioned AWARD LETTER a CONTRACT FORMALISATION
DOCUMENT (hereinafter both documents will be referred to jointly and/or
separately as the "Contract").

THE CONTRACT FORMALISATION DOCUMENT will formalise, as applicable,
according to the format provided to the Contractor, and must by signed by
same on the date requested to this end; a mandatory condition, when this has
been established, is that the definitive personal guarantee referred to in
condition 5.2 "Definitive Bond" of these general conditions has first been
constituted.

Once said deadline has passed without the CONTRACT FORMALISATION
having been signed for a cause imputable to the Contractor, Telefnica may
revoke the award and claim from the PROVIDER compensation for the
damages that may have been incurred, and/or keep the provisional bond given,
as applicable, by the Contractor.

The contracts signed by Telefnica, which are subject to the scope of
application of this document, will be governed pursuant to the numbering and
order of priority established below:

First: By the terms of the Service Requests (if this is the form of executing
services).

Second: By the stipulations of the contract itself.

Third: By the corresponding Specific Conditions and Specifications applicable
(associated Technical, commercial and economic requirements that, as
applicable, are attached as appendices to said Specific Conditions).

Fourth: By this document (General Conditions).

Fifth: By the bid submitted by the Contractor.

Any content of the bid that turns out to be, fully or partially, contradictory or
which deviates from that established in other contractual document will,
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therefore, lack any legal value and effect whatsoever. Said consideration will
apply to all those conditions included in said bid that pertain to matters not
regulated in the other contractual documentation, unless Telefnica expressly
authorises, in writing, inclusion in the contract.

The documentation referred to in the five points above will be deemed
contractual documentation.

Sixth: By Private Legal Arrangements, in all areas not expressly agreed in the
aforementioned documents.

Unless expressly agreed to the contrary, the submission of the corresponding
bid by the Contractor implies the acceptance of the conditions established
herein and, as applicable, the SPECIFIC CONDITIONS or associated technical,
commercial and economic requirements associated therewith.

The Contractor may not claim, under any circumstances, to justify the breach
of its obligations, lack of awareness of the aforementioned documents, which
are considered integral parts of the contract, or any other supranational, state,
autonomous or local regulations that may be applicable.

Bids not responded to within the deadline indicated in the SPECIFIC
CONDITIONS or, failing this, within a three month deadline, will be considered
rejected.

5. GUARANTEES

5.1. PROVISIONAL BOND

When submitting the bid, Telefnica may ask the Contractor to constitute a
Provisional Bond, via bank guarantee or a guarantee from an insurance
company of acknowledged prestige, for the sum determined in the
SPECIFIC CONDITIONS, to respond for any damage and detriment that
may be caused to Telefnica due to the failure to formalise the contract
within the deadline established for a cause imputable to the Contractor. The
provision of this provisional bond does not imply that the liabilities that may
be incurred by the Contractor for this cause are limited to its amount or
validity period, and is only a means of facilitating the effectiveness of same.

Lack of presentation of the Provisional Guarantee in the required term
implies the exclusion of the Contractor in the tender process, and the latter
cannot claim from Telefnica for damages as a result.

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Said Provisional Bond will be returned by Telefnica to the Contractor at the
moment the definitive bond is established as per the following points.

5.2. DEFINITIVE BOND

When thus established in the SPECIFIC CONDITIONS, the Contractor,
when signing the CONTRACT FORMALISATION DOCUMENT, or within 10
days of submission of the AWARD LETTER, if the above document is not
formalised, will set up a Definitive bond, via bank guarantee or a guarantee
from an insurance company of acknowledged prestige, for the sum
determined in the corresponding SPECIFIC CONDITIONS, to ensure
compliance with all the obligations deriving from same and, among them,
payment of any penalties that cannot be deducted from the sums incurred
by Telefnica, for the repairs or substitutions made by the Contractor
pursuant to its guarantee obligation, compensation for damage and
detriment caused to same for any breach of the contract or delay in its
fulfilment, and compensation for damage and detriment that, in executing
the contract, is caused to third parties and claimed or required by them from
Telefnica.

Said amount will be unchangeable during the validity of the Contract, unless
the amount envisaged for the following years of contract validity are
increased vis vis that envisaged for the first year, in which case the
amount of the bond provided may also be increased, at the request of
Telefnica.

The non-establishment of the Final Guarantee within the prescribed period
shall be sufficient cause for the termination of the Contract.

The provision of this bond does not imply that the liabilities that may be
incurred by the Contractor for this cause are limited to its amount or validity
period, and is only a means of facilitating the effectiveness of same.

The Contractor will lose the amount of the bond in the event of cancellation
of the contract, as a consequence of the breach of its obligations undertaken
on its part.

Once the Contract has come to an end, the bond will remain in force for a
period of 12 months unless a longer period is established in the SPECIFIC
CONDITIONS or in the CONTRACT, and will be cancelled, subject to written
authorisation from Telefnica, once settlement has been reached between
the parties, and as long as there is pending liability or claim against
Telefnica, or the Contractor from its employees, providers or third parties
in general and, in particular, for the purposes of covering any joint and
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several liability in salary and social security matters that may derive from a
breach by the Contractor of its obligations as an employer. Notwithstanding
the above, In this case, the amount of the definitive bond may be reduced by
the quantity that, in the opinion of Telefnica, is sufficient to meet any
pending claims.

In any case, the final deposit and guarantee shall be required to remain in
force while there is an obligation for the guarantee contained in Condition
6.6.4.

The bonds that the Contractor must submit will not accrue any interest
whatsoever, will be at first request and expressly waive the benefits of
excussion and division. Said guarantees will be constituted according to the
model established by Telefnica and must be backed by the competent
Telefnica unit.

6. CONDITIONS FOR THE PROVISION OF SERVICES

6.1. GENERAL CONDITIONS:

6.1.1.- The provision of services, subject to the scope of application of these
specifications on the part of the Contractor, comprises all the operations
described in the corresponding SPECIFIC CONDITIONS, and in the
technical, commercial and economic requirements associated therewith,
necessary for the proper execution of the contract, which will comply with
the instructions that Telefnica gives to the Contractor, within the
framework of the services contracted, without it being able to demand any
price increase.

6.1.2.- Pursuant to the above, and for merely indicative purposes, non
declaratory or limiting and, unless the SPECIFIC CONDITIONS establish
otherwise, the contractor is responsible for:

1.- The provision of all materials, equipment, utensils, tools, machinery,
methods and auxiliary resources that are necessary and adequate for
the provision of services subject to the scope of application of these
specifications, fully bearing liability in the event of insufficiency or
imperfection pertaining to same, as well as their transport to the place
the services are to be provided.

2.- The physical preparation and execution of any operations, works
and, as applicable, tests and trials required by the services contracted.

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Notwithstanding the above, Telefnica may verify the suitability of the
services agreed, as well as request the execution of additional tests.


6.2. PLANNING OF ENVIRONMENTAL SERVICES

6.2.1.- Prior to commencing its activities, Telefnica and the Contractor
will determine the schedule and timetable for the provision of services.
Any modification to same must be expressly authorised by Telefnica.

6.2.2.- For the correct and satisfactory provision of services included in
the scope of application of these specifications, the Contractor
undertakes to provide sufficient personnel specialised in the type of
services that, in each case, is involved.

6.2.3.- The Contractor will not have the right to claim any economic
compensation whatsoever, in the event that any official provision or
collective agreement cuts the normal weekly working hours, or
establishes a special regime for night, Saturday or holiday work.

6.2.4.- Telefnica reserves the right to vary the schedule and timetable
established for the provision of services contracted due to circumstances
intervening, act of God or force majeure.



6.3. USE OF TELEFNICA ASSETS

6.3.1.- The Contractor may only use those Telefnica assets that are
necessary for the carrying out of the contracted services, subject to
express authorisation by it, and under the conditions set forth in said
authorisation, and strictly subject to the instructions that, to this end, it
receives from Telefnica.

6.3.2.- In this respect, the Contractor is obligated to carry out,
exclusively on its own behalf and cost, the work necessary for the
maintenance and supervision of such assets, during the period of use of
same, and their proper return once use has ceased.

6.4. DEADLINES

6.4.1.- The Contractor will be obligated to comply with each and every
deadline fixed in the SPECIFIC CONDITIONS and the associated
technical, commercial and economic requirements, in the provision of
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services included in the scope of application of these specifications, and
partial deadlines for the successive provision of services and, in any
event, the deadlines fixed for the total provision of same.

6.4.2.- The agreed execution deadlines may not be extended, so no
delays are accepted, except for reasons imputable to Telefnica and
expressly recognised by it, for causes of force majeure as defined in
Common Legal Regulations, or because the SPECIFIC CONDITIONS
thus expressly establishes this.

For the delay determined as a result of the causes referred to above to
be taken into consideration, it is a mandatory requirement that its
commencement and completion be notified in writing to Telefnica by
the Contractor, when they occur.

6.5. ACCESS TO TELEFNICA FACILITIES AND SYSTEMS

6.5.1.- Access to facilities

6.5.1.1. In the event that, for the provision of the SERVICE, personnel of
the Contractor require access to the premises and buildings where the
facilities and equipment of Telefnica are located, said access will be
carried out using the card that Telefnica supplies to this end, and with
the sole purpose of carrying out the tasks that correspond
EXCLUSIVELY to the facilities and equipment of Telefnica.

6.5.1.2.-Once the work has been carried out, personnel of the
Contractor will leave the premises, it being prohibited to use said access
card to carry out work or repairs on third party equipment or facilities
found in the premises of Telefnica.

6.5.1.3.-Should any personnel of the Contractor breach that set forth in
the above point, and use access to the premises or building to carry out
other work or activities other than in compliance with the obligations
corresponding to them in execution of this agreement, Telefnica will
consider this fact as a serious breach and may choose to withdraw the
access card from the Contractor, or cancel the contract on these
grounds, with the loss of the personal guarantee provided by the
Contractor for the execution of the contract. All of this is without
prejudice to the right of Telefnica to bring any civil or criminal actions
on such grounds.

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6.5.1.4.-The Contractor is obligated to inform its personnel, its own
employees and any sub contractors, as applicable, of that set forth
above.

6.5.2. Access to Systems

6.5.2.1. If during the course of its provision of the SERVICE the
Contractor needs to gain access to the Telefnica systems, such
access, irrespective of the obligations to be assumed in Data Protection
matters, should rigorously comply with all the guidelines and instructions
for access to its IT systems established at any given time by Telefnica.

6.5.2.2. Telefnica shall notify the Contractor in writing of said
guidelines and instructions prior to commencing provision of the
SERVICE and the Contractor shall be required to acknowledge receipt
of said instructions.

6.5.2.3. The Contractor expressly undertakes to communicate, inform
and ensure its employees or sub-contractors compliance, if appropriate,
with the guidelines and instructions for use of the Telefnica systems,
and it shall be held liable to Telefnica in the event of any non-
compliance.

6.5.2.4. Telefnica reserves the right to amend or substitute said
guidelines and instructions, in which case it shall notify the Contractor of
any new guidelines or instructions to be fulfilled.

6.5.2.5. Non-compliance with these guidelines and instructions for use of
the IT systems shall be deemed sufficient grounds for Telefnica to
proceed to termination of the Contract and to claim compensation from
the Contractor for any damages caused.

6.6. GUARANTEES

6.6.1.- The Contractor guarantees Telefnica that it will properly provide
the services contracted, pursuant to all that agreed in these General
Conditions, the SPECIFIC CONDITIONS or associated technical,
commercial and economic requirements associate therewith, subject in
any event to supranational, national, autonomous or local regulations,
enforceable requirements and best practice.

6.6.2.- To effectively comply with its guarantee, and in the event that the
services have not been properly provided, Telefnica has the right to
demand that the Contractor properly provide same, within the deadline
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indicated, and in the form that is the least detrimental or disrupting to
Telefnica, the Contractor having to, when this is not possible, repay
the price collected, likewise bearing the costs that may arise due to the
breach.

6.6.3.- If the Contractor does not comply with its guarantee obligation in
good time, or does not meet it within the agreed deadline, as applicable
to it, Telefnica may do so on its own behalf or via third parties at the
cost of the Contractor. It will also be obligated to compensate
Telefnica for any damage and detriment caused.

6.6.4.- The services from the completion date of its service to Telefnica
will have a guarantee period of no less than 24 months, except when
other deadlines have been requested in the SPECIFIC CONDITIONS.

6.6.5.- The passing of the guarantee period does not discharge the
Contractor from any liability for hidden defects or faults or any liability
enforceable pursuant to law.


6.7. TELEFNICAS INSPECTION RIGHTS

Telefnica may inspect, through the corresponding audit process, at any
time during the contractual term, itself or via a third party, compliance of
all of the Contractors obligations, without said inspection exonerating
the Contractor from the exclusive liability incumbent on it, and without
being able to refuse the inspectors designated by Telefnica who are
strictly bound by professional secrecy.


6.8. PENALTIES

6.8.1.- Telefnica is expressly authorised to directly oversee the meeting
by the Contractor of all obligations deriving from the contract and, to this
end, the Contractor will always provide Telefnica with all documents
and details requested from it, and provide evidence of compliance with
the aforementioned regulations. In the event of a breach of same,
Telefnica may alternatively agree the execution of the guarantee or not
make the payments owed to the Contractor, until fully complied with,
without prejudice to the right of Telefnica to unilaterally cancel the
contract as per these specifications.

6.8.2.- The breach by the Contractor of the total or partial deadlines
fixed for the execution of the contracted work will give rise to a penalty,
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subject to the form and conditions that, as applicable, are established in
the SPECIFIC CONDITIONS.

6.8.3.- Any penalties established in the contract will be automatic in
nature and may be applied by Telefnica and accrue without the need
for a prior request to the Contractor.

6.8.4.- If penalties are imposed, pursuant to that set forth in the
SPECIFIC CONDITIONS, these will have a strictly punitive function, and
will not exclude the right of Telefnica to be compensated by the
Contractor for any damage caused.


7. CESSION AND SUBCONTRACTING


7.1 Generally, and unless with the express and written authorisation of
Telefnica, the Contractor is prohibited from the total or partial transfer
of the contract. So that the total or partial transfer of the contract is valid,
the prior written authorisation of Telefnica is necessary, in which case
said authorisation will establish the terms and conditions applicable to the
transfer.

7.2. The subcontracting of tasks by the Contractor will require the prior
and express authorisation of Telefnica.

Should said subcontracting be authorised, the Contractor is jointly liable
with the sub contractor for the tasks entrusted to it.

In this respect, any mention to the obligations or liability of the
Contractor throughout this document, should the action giving rise to
said liability be sub contracted, may cover, in respect of said joint liability,
both the Contractor and the sub contractor, and said mentions must be
understood in such terms,

By virtue of the above, in the event of a validly established sub contract,
the Contractor undertakes to pass on to the sub contractor the
obligations that, affecting the sub contractor, are imposed in this
document. The breach of said obligation does not exempt either the
Contractor or the sub contractor from the exact and faithful compliance
with the obligations deriving from the contract.

Furthermore, the Contractor will jointly and severally undertake, vis vis
Telefnica, and with its own sub contractor, the obligation to respond for
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each and every one of the labour or social obligations deriving from the
service, and those pertaining to confidentiality, the duty of secrecy and
security measures to be adopted in respect of personal data.

Pursuant to article 42 of on the status of employers, the Contractor must
check that said sub contractors are up to date with the social security
payments of their employees, and to this end will provide in writing, with
the identification of the company concerned, a certificate showing that
they are up to date with any obligations to the Social Security General
Treasury, duplicates of which must be provided to Telefnica.

Telefnica reserves the right to check the facilities and quality assurance
systems of the sub contractor, applying that indicated in these
specifications.


7.3. Telefnica may transfer, fully or partially, the rights and obligations
arising from the contract to another company in the Telefnica Group as
defined in Condition 1.2 above), without the contractor having a right to
demand any indemnity or compensation whatsoever. Notwithstanding the
above, for said transfer to have effect vis vis the Contractor, this must
be notified beforehand by Telefnica.


8. LICENCES, PERMITS AND OTHER EXPENSES DERIVING FROM THE
CONTRACT

The Contractor is solely liable for requesting, processing, managing and
obtaining, exclusively on its own behalf and cost, any permits, licences and
authorisations necessary for the execution of the contract. Likewise, it will be
responsible for obtaining import licences, customs duties and any other
expenses that arise and are necessary.

In any event, the Contractor will respond directly vis vis Telefnica for any
claims that may be substantiated vis vis Telefnica, as a consequence of the
failure on its part to get the permits, licences and authorisations necessary or
the non payment of the fees and expenses cited.

Unless agreed to the contrary, the Contractor is obligated to meet any costs
deriving from the execution of the contract, including formalisation costs, in the
event that the contract is to be recorded as a public document.



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9. CONFIDENTIALITY AND PROTECTION OF PERSONAL DATA

9.1 CONFIDENTIALITY

Confidential information is all information that may be disclosed by word of
mouth, in writing or by any other media or format, tangible or intangible,
currently known or which is invented in the future, and exchanged as a
consequence of the contract. Purely by way of example, confidential
information is, as well as the contract, any discoveries, concepts, ideas,
know-how, techniques, designs, drawings, drafts, reports, contracts,
documents, diagrams, models, samples, databases of any type, as well as
any information relating to financial, commercial, technical and/or industrial
aspects of the Telefnica Group.

The Contractor is obligated, during and after the validity of the contract, to
treat all the information handled, and to which it has access, including the
contract, the information that Telefnica provides it, as well as that obtained
in executing the contract, as strictly confidential, fulfilling the following
obligations:

1.- Using the confidential information solely for the purpose of the
contract.
2.- Enabling access to the confidential information solely to those
employees that, providing their services for the Contractor, require the
information to carry out their contractual responsibilities, and for which the
use of this information is strictly necessary.
3.- Keeping all confidential information it handles as a consequence of the
contract secret.
4.- Keeping the confidential information in areas of restricted access,
keeping same, at all times, separate from the confidential material of third
parties, and for the purposes of avoiding any type of mixture or confusion.
5.- Having resources and procedures to prevent the loss of information,
informing the other party of any filtration of information that they have/
become aware of, occurring as a result of the disloyalty of persons who
had access to the confidential information, it being understood that this
communication will not exempt the Contractor from any liability, but if it
does not comply, this will give rise to any liabilities deriving from said
omission in particular.
6.- Limiting the use of the confidential information exchanged between the
parties to that strictly necessary for meeting the contractual purpose, the
Contractor assuming responsibility for any use other than this, by it or its
employees that have been allowed access to the confidential information.
The contract does not imply, under any circumstances, the granting of
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permission or express or implicit rights for the use of patents, licences or
copyright owned by the party which discloses the information.

Without prejudice to the obligations imposed by legal regulations and/or
assumed by the party which receives the confidential information, the
confidentiality obligations referred to above will not apply to the information
that the recipient party can demonstrate:

a) That is was in the public domain at the time of disclosure.
b) That, after having been disclosed, it was published or, in any other
way, falls into the public domain, without a breach of the
confidentiality obligation by the party that receives said information.
c) That at the time of disclosure, the recipient party was already in
possession of same by lawful means, or had a legal right to access
same.
d) That it had prior written consent from the other party to disclose the
information.
e) That it was requested, pursuant to current law, by competent
administrative or judicial authorities that are required to rule on total
or partial aspects of same, in which case the party required making
the submission must inform the other prior to this taking place.

Should the Contractor be required by law to disclose information
classified as confidential, it must inform Telefnica in writing prior to the
submission of said information of the nature and deadline required, as
well as the circumstances of same, so that Telefnica can seek the form
or mechanisms which are adequate to protect the disclosure of
information outside the scope of the requirement or, as applicable,
reduce the scope of said requirement.

The breach by the Contractor of this confidentiality clause authorises
Telefnica to cancel the contract and, also, claim any damages that may
have arisen.

On completion of each task entrusted, or this contract for any cause,
the Contractor must return to Telefnica or destroy, depending on the
latters wishes, the confidential information it has, searching for and
removing from its computers and systems and reference. In any event,
the Contractor must accredit, in writing, to the fulfilment of this
obligation, and not keep any confidential information.

This confidentiality commitment will remain in force for an unlimited
period.

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9.2 PERSONAL DATA

1.-Personal details provided by Telefnica to the Contractor and those
obtained by the parties while executing the contract will be those strictly
necessary for the fulfilment of same, and may only and exclusively be
applied or used for fulfilling the contractual aim, and may not be ceded or
handed over to third parties in any respect whatsoever, not even for
mere storage purposes.

2. - The Contractor, as the party responsible for processing, will treat
the information as per the instructions of Telefnica, and adopt the
necessary technical and organisational measures, in particular those
established in Royal Decree 1720/2007 of 21 December, approved by
the this service being subject to article 12 of Organic Law 15/1999 of 13
December, on the protection of personal data, to guarantee the security
of personal data and avoid their alteration, loss, processing or
unauthorised access, bearing in mind the status of technology, the
nature of the data stored and the risks they are exposed to, whether
deriving from human actions or the physical or natural environment.

3.- When the service entrusted to the Contractor by Telefnica requires
the collection of personal data from clients of this latter company, the
Contractor is obligated, prior to collecting same, to inform said clients
that the aforementioned collection of data is carried out in behalf of
Telefnica, and to incorporate the data in an automated filing system
owned by the latter, with the aim of offering them a specific product or
service. Likewise, it is obligated to guarantee to the interested party the
adoption of the necessary measures to ensure the confidential handling
of their data, informing them of the possibility of exercising rights of
access, rectification, cancellation and opposition in writing to Telefnica
(the exact details will be those contained in the contractual
documentation depending on the company in the Telefnica Group in
question), all pursuant to current legislation on the protection of personal
data.

4. - Notwithstanding the above, in the event that certain work has to be
carried out by third parties, the Contractor will act on behalf of
Telefnica, for the sole purposes of protecting data, so that in the
contract that the Contractor agrees with said third party for the carrying
out of all or part of the work and services under the contract, this
circumstance is expressly stated, as well as the assumption, by said third
party, of the obligation to protect data pursuant to article 12 of organic
law 15/1999 on the protection of personal data.
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5.-.The provision of services by third party companies outside the
European Union will require not only authorisation by Telefnica, but the
obtention, by same, in its capacity as the party responsible for filing
systems, of the corresponding authorisation by the Spanish data
protection agency of the international transfer.
6.- Once the contractual service that occasioned the delivery of personal
data has been completed, the Contractor must, at the discretion of
Telefnica, either return all personal details transferred and any copies,
or completely destroy them and certify this circumstance to Telefnica,
as well as any format or document containing any personal data
processed.
7.- The Contractor undertakes the obligation to pass on to those of its
employees who have access to information on Telefnica, the
informative document that accompanies this document as annex,
likewise taking responsibility for compliance by them of the obligations
contained in the contract and said appendix.
Likewise, and in relation to the above, it is the exclusive obligation and
responsibility of the Contractor to check and keep updated the list of
names of all employees who access Telefnica systems, and must
provide Telefnica, when same so requires, said updated list.
8.-. The Contractor will allow any inspections that Telefnica deems
necessary of the files that contain personal data supplied for the
execution of the contract.
9.-. The Contractor shall be responsible for any sanctions, fines or
claims for damages deriving from a breach of the above, and shall
compensate Telefnica the sums that it has had to incur, including legal,
extra judicial and other costs that Telefnica has incurred. All of this
regardless of whether said breach is considered cause for the
cancellation of the contract.
10.-. The breach by the Contractor of this data protection clause will
authorise Telefnica to cancel the contract and claim any damages.






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10. INTELLECTUAL AND INDUSTRIAL PROPERTY

Any technology, intellectual and industrial property rights, documentation and
information developed as a consequence of executing this contract, will be the
sole and exclusive property of Telefnica. The Contractor will commit to
ensure that their employees take the necessary measures and sign any
necessary documents to ensure that this agreement is respected. The
Contractor must give any programmes and source codes developed and all the
documentation associated to these to Telefnica.

Any models, product brands, invention patents, prototype samples, plans,
designs, drafts, documentation, instructions, any technical or technological,
operative or functional and organisational knowledge, or details of methods and
systems and in general any material which Telefnica provides to the
Contractor for the execution of this contract, is understood to be the exclusive
property of Telefnica.

The use of names, brands, symbols, logos or other signals or identifiers owned
by the Telefnica Group, or by their suggestion, will in no case be understood
to be license or cession of use or constitution of any right to those assets in
favour of the Contractor.

However, if in order to execute the contract it were necessary for Telefnica to
provide a license for use of those elements subject to intellectual or industrial
property mentioned above, said license would only be considered to be
conceded for the scope and time which are strictly necessary for the execution
of the contract.

The Contractor will guarantee Telefnica that provision of the services within
the contract will not constitute any actions which could violate patents,
trademarks, author rights or any other industrial or intellectual property rights of
any third party.

If Telefnica were to be sued for infringing industrial or intellectual property
rights of third parties as a consequence of the execution of the contract, the
Contractor will be obliged to take responsibility for each and all of the costs
produced for Telefnicas defence, as well as all the amounts which
Telefnica is obliged to pay. All of this, without prejudice to the right of
Telefnica to take any legal action it may consider necessary or to claim the
corresponding compensation for damage or detriment which may be caused.

The exercise of these actions by Telefnica does not suppose their
renunciation to the right to order the cancellation of the Contract.

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11. SOCIAL, LABOUR AND FISCAL OBLIGATIONS

11.1.- The Contractor must comply exactly and faithfully with as many
obligations as are imposed on them, in their role as employer or entrepreneur,
by fiscal and labour legislation, social security and health and safety
regulations. The Contractor has exclusive responsibility for payment of
salaries, social security contributions, accidents at work premiums and other
social obligations imposed by social and labour legislation on the employer or
business, and they are obliged to exhibit, if required by Telefnica, documents
which demonstrate exact compliance with these obligations.

The existence of debts to social security, both prior to the contract or
subcontract, and those which originate afterwards, as well as any unfulfilled
salary obligations, constitute express conditions for termination of the legal
relationship for the provision of services.

11.2.- Telefnica is on the margin of any claims between the Contractor and
their staff, who guarantee absolute indemnity of Telefnica for the
responsibilities which the latter may derive as a consequence of relations
between the Contractor and their staff.

However, if for some failure on the part of the Contractor, some responsibility
of any kind reaches Telefnica, the Contractor will be obliged to compensate
the amount of said responsibility, including any legal, paralegal and defence
costs that Telefnica may incur, who will remain in total liberty to choose
whether or not to file this defence as they see fit, the Contractor may exonerate
themselves by paying the aforementioned compensation.

In particular, if Telefnica were obliged by judicial sentence to admit to their
staff any employee of the Contractor, the latter would be obliged to
compensate them for the amount which would have been required to pay that
employee in the case of unlawful dismissal (compensation and back pay).

The Contractor will set, as regards their employees, those aspects which are
inherent to their role as employer (office hours, shifts, holidays, application of
the salary scales, disciplinary scheme, employment complaints, recruitment and
training of employees, relations with the legal representatives etc.).

The Contractor will provide all the professional or specific resources and
training in matters of health and safety at work, as well as changing rooms,
hygienic spaces for preparing food for employees, work clothes and uniforms
etc.

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The Contractor is obliged, where appropriate, to maintain a pecuniary
guarantee or bond for at least a year after the end of the work, in order to be
able to deal with the eventual joint responsibility for salary and social security
issues which may arise from non-compliance by the Contractor of their
obligations as an employer.

The Contractor will present together with their tender a certificate of clearance
from the general secretariat of the Social Security department at the time of
bidding.

In no case may the Contractor employ any active personnel from the
Telefnica Group into their service for the execution of tasks related to the
fulfilment of the service and the contract, without express written agreement
from the latter.

11.3.- The Contractor declares to be up to date with payment of all their tax
obligations and is obliged to prove that their subcontractors are also up to date,
where subcontracting has been previously authorised in writing by Telefnica.
In order to accredit this declaration, the Contractor will provide Telefnica with
a certificate issued by the Tax Administration which accredits that they are up to
date with their tax obligations for the twelve months before the date of signing
the Contract and/or date of starting the service.

The Contractor will also commit to staying up to date in the payment of all their
tax obligations during the validity of the contract.

The Contractor is also obliged to provide Telefnica, during the entire validity
of the contract, successive renovations of said certificate every twelve months
from the date of issue of the previous certificate.

The failure of the Contractor to present the initial certificate and/or successive
renovations will give Telefnica the right to precautionary suspend payments in
favour of the Contractor for services undertaken, subject to ten (10) days prior
notification, and up until the Contractor accredits fulfilment of these obligations.
If this does not happen, it will cause for termination of the award by Telefnica
and/or of the present contract at any time while it is valid.

11.4.- The Contractor should give all means necessary to guarantee the non
existence of child labour in their activities.

11.5.- If the Contractor does not fulfil any of the above obligations, the
Telefnica Group can terminate the contract in full, without any more obligation
than communicating this in writing to the Contractor and the latter will be
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obliged to compensate any damages and prejudice which may have been
caused to Telefnica and third parties in general.


12. ECONOMIC CONDITIONS AND TAXES

12.1. PRICE
The price of the Contract includes everything which is subject to it and
agreed in it and in these general conditions and the associated technical,
commercial and financial terms and conditions, and how much the
Contractor should provide or realise in order to fulfil these, without any
other exceptions than the concepts or services which have been expressly
excluded.

The price includes all those duties which the object of the contract incurs in
tax or is charged for this. Excepted from the above are value-added tax
(IVA), which the Contractor will break down and record, in separate and
distinct form to the taxable base and with expression of the relevant tax rate,
in accordance with the regulatory law and regulations on said tax. The
Contractor is expressly committed to the declaration and payment of
contributions due in accordance with that set out in this paragraph, as per
valid law on this matter.

Contractual prices are not alterable. Increases in price above that
established in the contract will not be admitted, except with express
agreement in writing between the parties.

As a consequence, the Contractor will not have any right to revision of the
agreed prices in the contract except, solely and exclusively, in the case in
which the contract or corresponding bid specifications, recognise said right
through an express clause of price review and within the strict limits which
are stipulated in the said reviser clause.

No services will be paid which are not included in the contract, if their
execution has not been previously offered by the Contractor in writing and
with an express indication of their price, and accepted also in writing by duly
authorised representatives of Telefnica.

12.2. BILLING

Telefnica can provide the Contractor with the current printed and
electronic copies of forms necessary for creating INVOICES and to accredit
the execution of services.

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Invoices will be presented in the place, within the conditions and timeframes
which are determined in the contract or, where appropriate, in the BID
SPECIFICATIONS.


Invoice requirements

For billing, the Contractor should comply with the following requirements:



a) All reference and identification details of the Contractor and of
Telefnica and any other details which are required by law or
applicable regulations will be provided.

b) It will include, when circumstances require it and Telefnica
requests it, the information technology procedures established (for
example those based on the electronic trade platform of
ADQUIRA, SA), taking all the necessary actions so that the
invoices issued by these means have clear legal efficacy.


12.3. DEADLINE AND MEANS OF PAYMENT

The payment of invoices will be made in the terms indicated in the
SPECIFIC CONDITIONS or, where these are not available, in the contract.

Invoices shall be validly issued and sent to Telefnica to proceed with the payment
terms agreed. For such validity the following is necessary:

1. That the invoice meets all of the legal requirements and regulations.
2. That the invoice is delivered to the place and/ or person indicated as
the recipient.
3. That the invoice has been issued and submitted at the agreed time.

Payment of the invoices does not imply that Telefnica considers the
obligations of the Contractor, or where appropriate the Sub-Contractor
have been met nor that they renounce their rights which they may have
over the Contractor and, where appropriate, over the Sub Contractor,
expressly reserving their exercise without prejudice to the payment made.




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12.4.- EFFECT OF THE COST OF THE CONTRACTOR OCCUPYING
TELEFNICAs COMMUNAL AREAS AND SERVICES

12.4.1 With respect to the Contractors personnel who are required to carry
out work concerning the contract on Telefnicas premises when the
adequate provision of services so requires, Telefnica may charge the
Contractor for the cost corresponding to the occupation of areas and use
of communal services (hereinafter Costs) made by said personnel.

12.4.2 The price which, if appropriate, the Contractor will be required to
pay to Telefnica for the Costs mentioned in the previous paragraph, the
invoicing and payment periods for the aforementioned costs, as well as any
matters relating to their updating shall be detailed in the Specific Conditions
applicable to the contracting in question.

12.4.3 Invoices corresponding to the aforementioned Costs may be
automatically paid with any amount owed by Telefnica to the Contractor
for any reason.

12.4.4 The areas that the Contractor needs to occupy on Telefnicas
premises for the provision of the service shall be determined by Telefnica,
who shall reserve the right to change said premises at any given moment
during the term of the contract.

12.4.5 The occupation of areas and the use of communal services referred
to in this Annexe may solely and exclusively be carried out by the
Contractors personnel who have been specifically designated to provide
this service with the sole purpose and scope of said provision.

12.4.6 The occupation of areas and the use of communal services which is
the object of this annexe shall be made by the Contractor pursuant to the
instructions issued at any given moment by Telefnica.

The Contractor shall be directly liable to Telefnica for damages caused as
a result of non-compliance with said instructions. Furthermore, in this case,
Telefnica may proceed to cancellation of the Contract forthwith.

Telefnica shall make available to the Contractor all the documentation
relating to occupational health and safety risks, planning preventive action and
protection, prevention and emergency measures to be taken by virtue of the
laws on Occupational Risk Prevention, in order to disseminate this information
to its employees..

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In applying the legislation on Occupational Risk Prevention, the Contractor
undertakes to provide the means required for protection and prevention, and
to provide the training and information on occupational risk for its
employees, as appropriate, in order to carry out the services which are the
object of this contract.

12.4.7 As the occupation of space is associated with the provision of the
service, the Contractor should vacate the occupied areas once the Contract
is no longer in force, irrespective of the grounds for its termination or even
beforehand if, by mutual consent, the Parties decide that the personnel
providing the service from the Telefnica premises should provide the
Service from the Contractors own premises, or in any case, at premises
other than those of Telefnica.

12.5. COMPENSATION AND ASSIGNMENT OF RECEIVABLES

The receivables arising from the supplies covered by the present specifications to
the Supplier shall be subject to compensation at the time of their expiration with any
other that Telefnica has against the Supplier, a result or not of the same
contractual relationship, notwithstanding that at the time of expiration the Supplier
remains as the owner of the receivables, and just by sending to the Supplier a
simple notification about the compensation made.

For this purpose, the transfer of receivables that the Supplier, if any, could make,
can never harm or prejudice the rights of Telefnica to apply deductions, offsets or
penalties that could correspond to the Supplier, being able to oppose that against
the assignee the defences that were prejudicial to the Supplier, including
receivables compensation and the exercise against the assignee the shares that
were exercisable against that and that are related to the receivables rights
transferred.

12.6. DUTY

In the absence of a valid agreement, any duties or tariffs arising as a
consequence of the execution of the contract subject to the scope of
application of this tender will be paid by the parties in the contract, according
to the law.


13. USE OF E-COMMERCE TOOLS (REGISTRATION ON THE REGISTER
OF ACCREDITED COMPANIES)

13.1 With the aim of making the tendering process easier, the presentation of
bids, the formalisation of commitments (whether by contract or by award letter),
the processing of requests or service orders, the management of delivery notes
and acceptances, and the invoicing activities, the Contractor and Telefnica
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will use the electronic (I.T.) procedures of the Adquira S.A. e-commerce
platform.

For this purpose, the Contractor and Telefnica should join, where they have
not done so previously, this platform, taking on the fixed and variable costs
which may be derived from their relationship with ADQUIRA and formalising this
relationship appropriately through the corresponding contract or, where
appropriate, incorporating a modifying addendum if through updating their
services, fees or any other modification, it were necessary to modify a pre-
existing contract.

Notwithstanding the foregoing, given that these new procedures are to be
implemented progressively, the parties agree that the formalities established in
this Condition shall be employed in those cases in which Telefnica informs the
supplier in accordance with their availability.

13.2 Any Contractor who wishes to be contracted or subcontracted for work on
a construction project should be recorded on the Register of Accredited
Companies of the local employment authority in which the companys corporate
premises are located.

Contractors who contract or subcontract any work to be performed in a project
should attest to the fact that their contractors or subcontractors are recorded on
the Register, and should request a registration certificate to this effect.

14. RESPONSIBILITY

14.1.- The Contractor will carry out their services subject to the scope of
application of this tender, under their sole and exclusive responsibility,
responding to Telefnica for the correct execution of these. The approval or
modification by the Telefnica Group of projects, calculations, plans or other
technical documents drawn up by the Contractor does not liberate them from
their responsibility which, in no case, will be shared with the Telefnica Group.

14.2.- As such, the Contractor will be responsible for any damages and
detriment which they may cause both to third parties and to Telefnica through
the provision of services agreed or imposed on them by valid regulations or
agreements or also as a consequence of guilty or criminal actions of their staff,
and in particular they should compensate them in the case of damage,
impairment or faults in buildings, installations, machinery, equipment or furniture
for causes liable to the Contractor or their personnel.

14.3- To the effects expressed in the above section, when Telefnica awards in
favour of the Contractor for the development of works or the provision of
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services which should be carried out on the premises of Telefnica or third party
installations albeit in private premises or in public thoroughfares, the Contractor
commits to take out civil responsibility insurance before starting said works and
maintain this throughout the validity of the whole contract (according to what is
established in section 14.6) with sufficiently broad coverage in order to cover
damages which could be incurred by third parties during the execution of said
work or services.

In any case, the Contractor is required to hold Telefnica harmless in the event
that it is required to assume any liability for any reason.

14.4- Telefnica may pass on to the Contractor the amount of sanctions or
compensations that it has had to pay due to the breach by it of its contractual
obligations, or deriving from regulations or agreements, or fraudulent or
unlawful actions by its personnel, without prejudice to the requirement of
compensation for damages caused, and the bringing of legal action that
Telefnica deems convenient in defence of its interests. For the purposes of
meeting this condition, Telefnica may offset the amount of said sanctions or
compensations against any credit the Contractor holds with Telefnica.

14.5.- The Contractor will exclusively and fully bear any liability that might arise
in the event of insufficient or imperfect materials, equipment, utensils, tools,
machinery, methods and auxiliary resources that are necessary and adequate
for the provision of services subject to the scope of application of these
specifications,

14.6- The taking out or existence of a civil liability policy is mandatory, the
ensured party being the Contractor, to cover the damage and/or detriment
caused or claimed against the company of the Telefnica Group and/or its
subsidiaries or holdings, which will include general civil liability, cover of the
business and that corresponding to claims against the employer by employees,
and products or services, with a maximum compensation limit in line with billing
volumes and types of service, but not less than 5,000,000 Euros.

The policies indicated, or a copy must remain in force and effective
throughout the contractual term with at no time the maximum
compensation limits being lower than those required.

Maximum deductibles not covered by the insurer and established in the
required policies may not exceed, in any event, 20,000 Euros, or its
equivalent in the currency used in the contract.

Breach of the existence, taking out or maintenance in full force of policies,
covers and maximum compensation limits required will lead to the
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automatic compensation for damages by the provider to the company of
the Telefnica Group, its subsidiaries and/or holdings.

The breach of these requirements does not exempt the provider from any
civil liability not covered by the required insurance contracts


15. CANCELLATION OF THE CONTRACT

The contracts subject to the scope of application of these GENERAL
CONDITIONS may be cancelled, at the request of either party, for general
causes accepted pursuant to law and, among others, those provided for in the
clauses of same and/or other contractual documentation.

The breach by either party of any of the obligations established in the contract
will authorise the other party to ex officio cancel same, subject to written
notification of its decision to the party in breach. All without prejudice to the right
to claim the corresponding compensation for any damages.

It is expressly established that Telefnica will have a right to cancel the
contract for the following reasons:

1. Due to abandonment or paralysis of the services entrusted to the
Contractor under the terms fixed in the specific conditions or the
contract.

2. For breach of the instructions received from Telefnica to correct
deficiencies observed in the provision of services, under the terms fixed
in the specific conditions or the contract.

3. Due to transmission, cession or transfer by the Contractor of all or part
of its contractual obligations or due to subcontracting all or part of the
services entrusted without the prior written authorisation of Telefnica.

4. Due to force majeure that impedes the provision of services, under the
terms fixed in the specific conditions or the contract.

Force majeure is understood to mean any unforeseeable event, or, if
foreseeable, is inevitable, and which impedes the execution of the
work/provision of services that have been contracted, and this must be
notified to Telefnica on the day following the service failure.

5. When the Contractor breaches the obligations undertaken, uses
Telefnica personnel for its services, or breaches its confidentiality
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obligation or secrecy obligation, or fails to adopt security measures
pertaining to personal details.

6. If the Contractor makes undue use of the name and/or distinctive signs
of Telefnica.

7. When the Contractor makes improper use of the access card to
Telefnica facilities (as per Condition 6.5.), or the facilities themselves.

Cancellation of the contract for the aforementioned causes, or for others
imputable to the Contractor will give rise to the obligation to pay Telefnica the
amount of direct or indirect damages caused by the cancellation of the contract.

The parties recognise the right to cancel the contract at any time for a justified
cause of force majeure. In this case, as a result of said cancellation there will be
no compensation whatsoever for damage and detriment that may be caused by
said circumstance.

Likewise, the Contractor must inform Telefnica, as soon as possible, of any
change that affects its structure or shareholder base, and Telefnica may, if it
so decides, cancel the contract for said reason without a right to compensation
or indemnity for the Contractor.

In the event that Telefnica takes the decision to cancel the contract for any of
the reasons given, this will be immediately enforceable, subject to written notice
sent to the Contractor. From this moment Telefnica may carry out itself, or
entrust to a third party, the contractual services.


16. MODIFICATION OF THE CONTRACT

If, after the signing of the contract subject to the scope of application of these
General Conditions, and as a consequence of new requirements or causes
unforeseen when signing same, it is necessary to make modifications to the
contents of same, the Contractor and Telefnica will mutually agree the new
technical, economic, etc. conditions that, as applicable, are required, and which
must be contained in the corresponding contractual appendix forming an
integral part of same for all extents.





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AND COMPANIES IN ITS GROUP PAGE 31 of 33



INFORMATION OWNED BY TELEFONICA S.A.
All rights reserved
17. NOTIFICATIONS

Any notification or communication that the parties make must be made by any
written means that enables the remitter to accredit or certify receipt by the
recipient.

The addresses and persons authorised to make and/or receive said
notifications will be determined in the contract.


18. REGULATORY REFERENCES

Generally, and in relation to regulatory references that appear in this
document and other contractual documentation, it should be understood:

1) That, unless by error or omission, valid regulations intended to apply to
the contract when drawing up the aforementioned documents will apply.
2) That, without prejudice to the above, if said regulations are
supplemented, modified or substituted by others, references will be
deemed updated in line with the regulations in force at any time.
3) That in the event of services being provided outside Spain, the applicable
regulations will be those governing the matter in the country in question,
except in the event that other regulations are specified in the
corresponding specific conditions

19. JURISDICTION

The Contractor and Telefnica voluntarily waive any corresponding
jurisdiction and expressly submit any dispute as to the execution, interpretation
of fulfilment of this contract to the jurisdiction and competence of the courts and
tribunals of the capital of the country in which Telefnica is domiciled, unless
another jurisdiction is established in the specific conditions

I DECLARE THAT I HAVE READ AND ACCEPTED THESE CONDITIONS
AND, TO THIS END, SIGN AND INITIAL ALL PAGES OF THIS DOCUMENT

IN ....................., ON ..... ................................. 20......
BY THE CONTRACTOR
(SIGNATURE, NAME AND STAMP)






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AND COMPANIES IN ITS GROUP PAGE 32 of 33



INFORMATION OWNED BY TELEFONICA S.A.
All rights reserved

















APPENDICES

No. 1 - LEGAL NOTE TO USERS OF TELEFNICA FILES

























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AND COMPANIES IN ITS GROUP PAGE 33 of 33



INFORMATION OWNED BY TELEFONICA S.A.
All rights reserved

APPENDIX 1 - LEGAL NOTE TO USERS OF TELEFNICA FILES

Pursuant to Law 15/1999, on the protection of personal data and regulation on means
of securing automated filing systems that contain personal data, TELEFNICA reminds
all users of its filing systems that contain personal data of the following obligations:

The obligation of professional secrecy with respect to data, of any type, that
may come to their attention due to access to the database and filing systems.
To apply the security guidelines imposed by internal Telefnica regulations.
To use data exclusively for the purpose it was provided for, and in line with the
function entrusted.
To use software approved by the relevant Telefnica bodies unless it authorises
the use of third party software.
To use the powers of controlling access to all levels in computers that store
personal data: setup, screen protector, etc.
To protect and keep secret the passwords used for management, and to
change them with the frequency established in the security document or current
regulations. The aforementioned passwords must be robust, that is to say they
must be composed of figures and letters and even, in systems that allow for
this, punctuation marks and specific characters, which are difficult to guess. In
particular, care should be taken to avoid dictionary words, words that are
related to the person (family name, address, date of birth etc.) or easy to guess
(combination of names with months, prefixes and suffixes, etc.).
To shut down, in an orderly way, the workstation at the end of the day.
To notify any anomaly due to malfunction (hardware, software, computer
viruses) to the incident support department, as well as any security incident
(unauthorised access attempts, improper data handling, etc.) to the head of the
internal data security department.
To enable the resources necessary to protect media that contains personal
data.
To use the resources necessary to destroy said formats before discarding them
or reusing them when the information contained in them requires this.
To store formats that contain personal data in desks or cupboards locked by a
key at the end of the working day.
To use Telefnica IT equipment solely for the purpose it was provided for, and
never for private work.

The aforementioned obligations will remain even after the authorisation to access
databases and filing systems ends.
The employees of the contractor will be subject to that set forth by their company in
respect of breach of labour obligations, without prejudice to any liability that may derive
from the commission of infractions of regulations on the protection of personal data.