System Integration Agreement MTP Ericsson

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(Agreement Date:…)
SYSTEM INTEGRATION AGREEMENT
between
ERICSSON CHILE S.A., RUT Nº 91.162.000-6, represented by Mr.

Roberto Palominos Sánchez, citizenship identity card Nº 13.683.903-9 and
Mr. Ronald Medina Villamizar, citizenship identity card Nº 22.798.073-7, all
domiciled at Av. Vitacura Nº 2939, 17 floor, Las Condes Commune,
Santiago, hereinafter and interchangeably referred to as “Ericsson,”
and
MTP, [___] tax identification number [___], represented by Mr. [___], [___],
[___],national identity number [___], both domiciled for these purposes at
[___].
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CONTENTS
1 HEADING ....................................................................................................................3
2 PREAMBLE (BACKGROUND)................................................................................3
3 DEFINITIONS.............................................................................................................3
4 AGREEMENT DOCUMENTS ..................................................................................6
5 SCOPE OF AGREEMENT ........................................................................................7
6 CONDITIONS PRECEDENT ....................................................................................8
7 SCOPE OF DELIVERY .............................................................................................8
8 SERVICES PROVIDER’S OBLIGATIONS ............................................................9
9 VARIATIONS AND CHANGE CONTROL ..........................................................11
10 INSTRUCTIONS, REPORTS AND MEETINGS ..................................................13
11 INSPECTION ............................................................................................................14
12 PROJECT MANAGEMENT ...................................................................................14
13 SERVICES PROVIDER WARRANTIES ..............................................................14
14 ERICSSON’S OBLIGATIONS ................................................................................19
15 PRICES ......................................................................................................................19
16 TERMS OF PAYMENT AND INVOICING ..........................................................19
17 DOCUMENTATION ................................................................................................19
18 PACKING AND MARKING ...................................................................................20
19 TAXES AND DUTIES ..............................................................................................20
20 DELIVERY AND ACCEPTANCE ..........................................................................20
21 SERVICE LEVEL AGREEMENTS........................................................................22
22 FINES AND RETENTIONS ....................................................................................23
23 INTELLECTUAL AND INDUSTRIAL PROPERTY ..........................................31
24 INDEMNIFICATION ...............................................................................................33
25 INDEMNIFICATION FOR EMPLOYEE NEGLIGENCE ..................................35
26 INFRINGEMENTS ...................................................................................................36
27 PRODUCT LIABILITY ...........................................................................................36
28 GENERAL LIMITATION OF LIABILITY............... ERROR! BOOKMARK NOT
DEFINED.
29 SUPPORT AGREEMENT, TRAINING AND CONSULTANCY SERVICES ...37
30 MODIFICATION OF AGREEMENT ....................................................................37
31 INSURANCE .............................................................................................................37
32 SUBCONTRACTING ...............................................................................................38
33 FORCE MAJEURE (RELIEFS) ..............................................................................38
34 CONFIDENTIALITY ...............................................................................................39
35 PERFORMANCE GUARANTEE ...........................................................................40
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36 TERMINATION .......................................................................................................41
37 ENTIRE AGREEMENT...........................................................................................42
38 ASSIGNMENT ..........................................................................................................42
39 NOTICES ...................................................................................................................42
40 LANGUAGE ..............................................................................................................42
41 GOVERNING LAW AND DOMICILE ..................................................................43
42 ARBITRATION ........................................................................................................43
43 EXPORT AND IMPORT REGULATIONS ..........................................................43
44 UNITED NATIONS CONVENTION ......................................................................44
45 COPIES OF AGREEMENT.....................................................................................44
1 HEADING
This Agreement is made and entered into on …........ 2015, (the “Effective
Date”) between Ericsson and Services Provider.
2 PREAMBLE (BACKGROUND)
WHEREAS Ericsson sells telecommunication solutions and has entered into

a Solution Supply contract with End Customer.
WHEREAS Services Provider is an experienced company with a

professional organization, and has special competence in providing system
integration services and wishes to provide Ericsson with the system
integration services under the terms and conditions set forth herein.
WHEREAS, Ericsson expects that Services Provider will be a reliable,

punctual and world class Services Provider, and that Services Provider will
continuously throughout the project meet and exceed Ericsson’s
expectations (e.g. regarding quality and performance precision).
Now, therefore, in consideration of the mutual promises set forth below, the
Parties agree as follows:
3 DEFINITIONS
The following words and terms shall, for the purposes of this Agreement,
have the following meanings:
“Acceptance Activities” means the validations, tests and demonstrations

performed for the purpose of confirming the
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compliance of the Solution with the Acceptance

Criteria and the requirements set out in Appendix
1 (Statement of Work) to be carried out in
accordance with Appendix 4 (Acceptance).
“Acceptance Criteria” means the criteria agreed to be used when

validating whether the Solution, or parts thereof,
fulfils the requirements set out in Appendix 1
(Statement of Work).
“Acceptance Date”, means the date(s) when the Solution, or parts

thereof, is accepted.
“Acceptance Milestones” means the separate project milestones that

signifies the completion of an Acceptance Activity
as further specified in Appendix 4 (Acceptance)
and set out in the Time Schedule in Appendix 1
“Acceptance Plan” means the documents describing the detailed

Acceptance Activities developed during
Acceptance Preparation phase as further
described in Appendix 4 (Acceptance).
“Acceptance Test” means the test(s) to be carried out in order to

verify that the deliveries meet the Acceptance
Criteria.
“Acceptance Test
Specification”, means the specification describing the detailed
acceptance test cases as further described in
Appendix 4 (Acceptance).
“Actual Date of means the date as further defined in Article

Implementation” 20.1.2.
“Agreed Date of means the date when according to the time

Implementation” schedule set out in Appendix 1 (Statement of
Work), the delivery of the Solution or agreed
parts thereof shall be successfully completed and
these have passed the inspections, acceptance
procedure and acceptance tests set out in this
Agreement.
"Agreement", means this Agreement including all Appendices,

which are incorporated in the said Agreement in
accordance with Article 4, Agreement
Documents, as well as any Variations.
“Agreement Price
” means the price as specified in Article 15 Prices
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”Background” means (i) all IPR’s and (ii) Know-How; which is

owned by, or otherwise in the possession of
either Party, or with respect to which either Party
may grant licenses to the other Party hereunder,
prior to or outside the performance of Services
Provider’s obligations under this Agreement.
“Business Days” means the normal working days of Ericsson .
“Commercial Exploitation”, means to design, develop, manufacture, have

made, market and sublicense products and
services based on Background which is
necessary for the use of the Foreground.
“Completion
Report “ means the records signed by Services Provider
and Ericsson confirming that the criteria for
Acceptance has been fulfilled as further specified
in Appendix 4 (Acceptance).
“Documentation” means the documentation supplied by Services

Provider to Ericsson as specified in Article 17.
“End Customer” means Entel Group (Chile and Peru)
“Environment” means the End Customer environment specified

in Appendix 1 (Statement of Work)
"Ericsson Company" means Telefonaktiebolaget LM Ericsson or any

other company whose votes and/or capital are to
fifty per cent (50%) or more controlled directly or
indirectly by Telefonaktiebolaget LM Ericsson.
”Foreground” means (i) all IPR’s and (ii) Know-How; which

originates or results from Services Provider’s
performance of its obligations under this
Agreement, including IPR of customizations,
scripts and configurations developed during the
performance of the Services in source code.
”IPR” means any intellectual property right such as

patent, registered design, copyright or other
intellectual property right.
”Know-How” means any secret or overt knowledge or

information which is proprietary to either Party;
“Party (ies)” means Ericsson and Services Provider

respectively or collectively as the context may
require.
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”Performance Guarantee” means the performance guarantee as further set

out in Article 35.
“Responsibility Matrix” means the matrix set out in Appendix 1

"Services", means the services necessary to implement the

Solution including but not limited to digital
transformation performed by Services Provider
and as specified in this Agreement.
“Solution” means the solution to be integrated consisting of

software, Services, Third Party Hardware and/or
Third Party Software as further specified in
Appendix 1 (Statement of Work).
“Territory” means Chile and Peru.
”Third Party Hardware” means such hardware that is part of the Solution
but not delivered by Services Provider under this
Agreement and further specified in Appendix 1
(Statement of Work)
”Third Party Software” means such software that is part of the Solution
but not delivered by Services Provider under this
Agreement and further specified in Appendix 1
(Statement of Work)
“Time Schedule”, means the program of work, which is specified in

“Variation”, means an agreed variation as set out in Article 9

(Variations and Change Control).
Other capitalized expressions used in this Agreement shall have the

meanings respectively assigned to them elsewhere in this Agreement.
Words indicating the singular only also include the plural and vice versa,
where the context so requires.
References to articles and appendices are, unless otherwise provided,

references to the articles and appendices to this Agreement.
The headings of the articles are for convenience only and shall not affect
their interpretation.
4 AGREEMENT DOCUMENTS
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4.1 This Agreement shall consist of the following documents, as amended from
time to time as provided herein:
a) This Agreement document
b) The Appendices:
Appendix 1 Statement of Work
Appendix 2 Prices
Appendix 3 Service Level Agreement Key
Appendix 4 Acceptance
Appendix 5 Code of Conduct
Appendix 6 Directive regarding banned and restricted

substances
Appendix 7 Labor Obligations
Appendix 8 Tax Clauses for supplier contracts
Appendix 9 Ericsson Code of Conduct OHS
Appendix 10 Supplier Environmental Requirements
Appendix 11 General Conditions for Services
Appendix 12 Security Regulations
Appendix 13 Warranties
Appendix 14 Ericsson code of Business Ethics
4.2 This Agreement document shall prevail over the appendices, unless an
explicit reference has been made in this Agreement document to the effect
that a certain provision in an appendix shall prevail over a provision in this
Agreement document. The appendices shall prevail over each other in the
order listed above.
5 SCOPE OF AGREEMENT
5.1 This Agreement concerns Services Provider’s undertaking as Services

Provider to provide the Services specified in Appendix 1 (Statement of Work)
as further detailed in Appendix 2 (Prices) in the Territory.
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5.2 Ericsson’s relationship with the End Customer and in particular End
Customer’s requirements in relevant parts on Ericsson will have an impact
on Services Providers obligations under this Agreement. Therefore Services
Provider undertakes to use its best efforts to fulfil such End Customer
requirements based on the agreement between End Customer and Ericsson.
6 CONDITIONS PRECEDENT
6.1 Should Ericsson, within one (1) month of the Effective Date of this
Agreement not have:
a) signed a binding agreement with End Customer regarding inter alia the
Solution;
b) signed agreements with other Services Providers which will have a part
of Ericsson’s delivery to End Customer; and
c) issued a purchase order for the Solution.
then Ericsson shall have the right at any time to terminate this Agreement
ipso facto by written notice to that effect sent to the Services Provider.
6.2 Services Provider agrees that during the term of this Agreement it will not
initiate any form of contact with the Customer which could lead to the
Customer selecting Service Provider directly for the services. In the event
that, notwithstanding the aforesaid in this Section 6.2, Customer selects
Services Provider (or any of its Affiliates) as direct contracted, Services
Provider shall undertake full responsibility to the Customer with respect to
any contract awarded thereon without any liability to Ericsson and Services
Provider shall pay Ericsson a referral fee that equals to 40 % of the total
contract value so awarded the Services Provider (or any of its Affiliates) to
cover Ericsson’s costs and as compensation.
7 SCOPE OF DELIVERY
7.1 Services Provider shall deliver the Solution on the Agreed Date of
Implementation on the terms and conditions of this Agreement. Services
Provider understands and acknowledges that proper and timely delivery of
Solution is essential to Ericsson and that delay can cause severe damages
to Ericsson.
7.2 The Solution shall in addition to what is stated in Appendix 1 (Statement of

Work) be inclusive of: all elements not specifically described in this
Agreement but reasonably and necessarily required for the operation of the
Solution.
7.3 The Services shall in addition to what is stated in Appendix 1 (Statement of

Work) be inclusive of such services, not specifically described in this
Agreement but reasonably and necessarily required for the proper
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performance and provision of the Solution.
8 SERVICES PROVIDER’S OBLIGATIONS
8.1 In addition to delivering the Solution as set out in Article 7 (Scope of

Delivery) above Services Provider shall fulfil its obligations set out in this
Agreement including but not limited to the obligations set out in a-l below:
Services Provider shall:
a) fully support Ericsson so that Ericsson can fulfil its obligations towards
the End Customer;
b) upon Ericsson’s request and at Services Provider’s own cost and without
undue delay support Ericsson in responding to requests for information
from End Customer and participate in meetings with End Customer.
c) perform its obligations so that each agreed delivery milestone is

completed in such time that the planned Acceptance Activities
associated with that delivery is successfully completed no later than on
the Agreed Date of Implementation;
d) within [two (2) weeks from the Effective Date or promptly upon
Ericsson’s request] provide to Ericsson its detailed project plan and
organisation for the performance of the Services.
e) designate personnel that is adequately and suitably qualified, competent

and experienced and that will continuously and in a professional way
carry out the execution and completion of the assignments under this
agreement;
f) Without undue delay and at the sole request of Ericsson, replace

personnel that is considered by Ericsson to lack sufficient qualifications,
competence or experience or with whom Ericsson finds it difficult to co-
operate. The replacement personnel should be previously approved by
Ericsson, said approval that cannot be withheld without reasonable
justification. Services Provider shall be liable for any extra costs or
delays arising from said circumstances;
g) not, directly or indirectly, solicit, offer employment to or otherwise induce

any of the employees of Ericsson to terminate his or her employment
with Ericsson, without the prior written consent of Ericsson. For the
avoidance of doubt, recruitment in the ordinary course of Services
Provider’s established and generally applied recruitment program, which
is not targeting prospects on an individual level, shall not be considered
as a breach of the restrictions in this Article 8.1. Services Provider further
undertakes not to make any active efforts to recruit external consultants
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or sub-Services Providers who are assigned to an ongoing assignment

at Ericsson;
h) establish and maintain quality and environmental systems in

conformance with the requirements set out in ISO 9000 and ISO 14001,
or such other quality and environmental system standards as agreed;
i) comply with the applicable requirements in Appendix 5 (Code of

Conduct), or such equivalent code of conduct jointly agreed by the
parties. If Services Provider does not comply with the Code of Conduct
or equivalent code of conduct, Services Provider shall on or before the
execution of this Agreement provide Ericsson with a plan for
implementation of the said code. Services Provider shall further comply
with the at all times latest version of Ericsson’s directive regarding
banned and restricted substances, Appendix 6 (Directive regarding
banned and restricted substances). Ericsson shall endeavor to inform
Services Provider about any changes in the document. The at all times
latest version of the said directive can be obtained by visiting the below
web address.
http://www.ericsson.com/sustainability/download/pdf/brochure.pdf
j) support Ericsson when Ericsson and/or End Customer at any time, at no

charge by Services Provider, makes announced inspections of Services
Provider’s premises during normal business hours with respect to the
verification of processes and quality and environmental systems, code of
conduct compliance, quality control, delivery performance with regard to
the Services;
k) be responsible for providing for that a similar inspection by Ericsson

and/or End Customer can be held on the premises of Services Provider’s
Services Providers. In the event that such inspection does not meet with
Ericsson’s quality and environmental demands, Services Provider shall
without delay or cost to Ericsson, take the appropriate remedial measure
in order to achieve the necessary quality and environmental level.
l) comply with all labor obligations set forth in Appendix 7 and relevant laws
applicable in Chile or Perú
m) Service Provider shall during the performance of the Services comply

with generally applicable national and international security regulations
and with applicable Ericsson Security Regulations, including regulations
specific for the Services, as established in Appendix 12 – Security
Regulations. All Service Provider Personnel assigned to Services at
Ericsson shall, if requested by Ericsson, participate in by Ericsson
designated security education free of charge.
n) Service Provider shall take appropriate security measures to store and

safeguard all material and its content, including computer discs and other
media on which information is stored. All such material and information
shall, when not used by Service Provider, be kept separately from other
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assignments, in a locked area. Further, the Services shall to the extent

possible be carried out in a segregated manner, i.e. computer
environment, information and media shall be physically and logically
separated from other non-Ericsson operations including other
assignments.
o) A specific person engaged for Services shall not during the term of the
Services participate in a similar project for a competitor of Ericsson. At
Ericsson’s request Service Provider shall provide Ericsson with a
certificate of an approved security control for a particular person used by
Service Provider for performance of Services. If Service Provider’s
personnel perform any work on Ericsson’s premises, such personnel
shall comply with the instructions and rules to be observed by Ericsson’s
personnel.
p) Comply with the service level agreements indicated in the Appendix 3.
9 VARIATIONS AND CHANGE CONTROL
9.1 Both Parties have the right to initiate changes pursuant to this Article 9 and
the other Party shall at its sole option be at liberty to accept or reject the
request and the issuing Party has the right to refuse or accept any
proposals following such change requests (“Change Request”).
9.2 Change Control Procedure
9.2.1 In the event that Services Provider wishes to make a Variation, it shall
prepare a Change Request, and shall assign a unique number to such
Change Request and submit the completed Change Request to Ericsson for
approval.
9.2.2 In the event that Ericsson wishes to make a Variation, it shall notify Services
Provider in writing specifying a description of the requested change and the
reasons for the requested change and requesting Services Provider to
complete an implementation proposal. Services Provider shall, provide cost
and time estimates for the Change Request with an accuracy of +/- 10 %,
and as soon as reasonably practicable and in any event, not more than
fifteen (15) Business Days after receipt of written request from Ericsson,
having regard to the nature of the Change Request and any requirements of
Ericsson with regard to timescale expressed at the time the request was
made.
9.3 Upon receipt by Services Provider of a request from Ericsson, Services

Provider shall assign a unique number to the Change Request to be used in
all further communications.
9.4 Each Party shall carry its costs in relation to preparing, handling and
investigating Change Requests.
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9.5 Preparation of a Change Request
9.5.1 Each Change Request shall specify a description of the potential Variation
with details of:
 the addition to or reduction of the Subcontract price calculated by

Services Provider whether the Variation will be performed at a fixed price
or on a time an material basis and, if specified to be the latter the details
thereof and to the extent reasonably possible, the estimated total price;
 timescales for the implementation of the Variation;
 the requested change in relation to the agreed scope of work as defined

by Appendix 1 (Statement of Work);
 the potential risk to Ericsson and/or End Customer if the requested

change is / is not implemented;
 where appropriate, the technical or business case for making the

requested change;
 any hardware and/or software which will have to be acquired and

implemented by Ericsson or any changes to the Environment in order to
implement the Variation together with the associated costs for Ericsson;
 the originator and date of request of the Change Request;
 the impact, if any, of the potential Variation on other aspects of the

Agreement, including, but not limited to:
a) The Appendix 1 (Statement of Work), Appendix 2 (Prices) and

Appendix 4 (Acceptance);
b) Milestones and milestone dates;
c) Any staff or other resources required to be supplied by the Ericsson

or End Customer (as applicable) for the fulfilment of the potential
Variation.
9.5.2 Ericsson shall review the Change Request and as soon as reasonably
practicable, and in any event not more than thirty (30) days after receipt of
the Change Request from Services Provider, Ericsson shall inform Services
Provider in writing of:
 such queries as it might have in relation to that Change Request;
 such amendments as Ericsson thinks should be made to that Change

Request;
 its acceptance of the Change Request; or
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 its decision to take no further action in respect of the Change Request.
9.6 If Ericsson notifies Services Provider in accordance with Article 9.5.2,

Services Provider shall promptly and fully respond to such queries.
9.7 If Ericsson notifies Services Provider in accordance with Article 9.5.2, the
parties shall use all reasonable endeavours to agree to amend some or all of
the contents of the Change Request and the Change Request shall be
promptly resubmitted by Services Provider to Ericsson, following which the
procedure in Article 9.5.2 shall be repeated.
9.8 Upon both Parties signature of a Change Request, by authorised

representatives of Services Provider and Ericsson the content of such
Change Request and mentioned amendment shall be deemed to be agreed
and incorporated into the Agreement as a Variation with effect from the date
specified in the agreed Change Request, or in the event that no date is
specified in the Change Request, it shall come into force upon the date on
which both Parties has signed the Change Request.
9.9 For the avoidance of doubt any pre-printed terms that may appear or be
referred to on a Party’s document when submitting a Change Request or a
proposal following such Change Request shall not apply.
9.10 The Change Control Procedure shall only be used in relation to the agreed
scope of work as defined by Appendix 1 (Statement of Work), and shall not
be used as a mechanism to amend or otherwise change other parts of this
Agreement but such changes or amendments shall be made in accordance
with Article 30 (Modification of Agreement).
9.11 The Parties define the maximum level of customization of the Solution to be
15%, included within the Agreement Price. Any customization that is
required by Ericsson over and above said percentage shall be considered as
a Variation, subject to the Change Control Procedure defined in this Article
9.
10 INSTRUCTIONS, REPORTS AND MEETINGS
10.1 Services Provider shall follow any reasonable and relevant instructions
provided by Ericsson with regard to the execution and completion of its
obligations under this Agreement. Ericsson will have all contacts with End
Customer and Services Provider shall not be in contact with End Customer
without Ericsson’s prior written approval.
10.2 Services Provider shall submit progress reports to Ericsson as further

specified in Appendix 1 (Statement of Work).
10.3 At Ericsson's reasonable request, Services Provider shall, at no additional

cost to Ericsson, participate in any meeting called by Ericsson regarding or
relating to any matter under this Agreement.
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11 INSPECTION
11.1 Ericsson shall be entitled, during the execution of Services Provider’s

obligations under this Agreement, to carry out or to direct a third party to
carry out any reasonable inspection, examination in relation to Services
Provider’s performance of the Services. Such inspection, examination,
testing, if made, shall not release Services Provider from any obligation
under this Agreement and shall be made with reasonable notice and
frequency and compliance shall be subject to resources and impact on
delivery timetable.
12 PROJECT MANAGEMENT
12.1 Upon signing of this Agreement and prior to the start of the project Services
Provider shall establish its project organisation and appoint contact persons
for any contacts with Ericsson. Such contact persons shall have the
necessary authority to make day-to-day decisions and shall be approved by
Ericsson prior to the start of the project. The relevant Statement of Work will
contain and provide for the detailed project organisation depending on the
type and size of the relevant individual project.
12.2 Services Provider shall use a well-established project process suitable for
the activities to be performed by Services Provider under this Agreement.
13 SERVICES PROVIDER WARRANTIES
13.1 Notwithstanding the other specific warranties that the Services Provider
grants in accordance with that indicated herein below in this Article or in one
or more Annexes to the Agreement, with respect to the implementation of
the Services to be rendered pursuant to this Agreement, the Services
Provider warrants the following:
(a) That the Services will be carried out with due diligence, and in a
competent and professional manner and in accordance with the norms
and good information technology (IT) practice and maintenance that are
accepted for these type of Services;
(b) That the Services will be carried out in accordance with the requirements
of this Agreement and specifically as set out in Appendix 1 (Statement of
Work);
(c) That the Services will be adjusted in accordance with the purpose for
which they are destined.
Services Provider
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13.2 In case of a breach of the warranties in Article 13.1, Services Provider shall,
at its own cost, remedy the default if claims are made during a warranty
period of twelve (12) months from the relevant Acceptance Date.
13.3 Service Implementation Warranty. Covers the totality of the Solution

provided by the Services Provider, including parametrization, configurations,
customizations, adaptations, integrations between others, considering the
following:
(a) If Ericsson discovers failures, defects or errors associated with the

implementation of the Services in the totality or part of the Solution
provided by the Provider, including configurations and/or customizations,
from the provisional acceptance of Go Live and until at least 6 months
as from the date upon which Ericsson issues the provisional acceptance
certificate of the post-payment milestone and the last project milestone,
or at least 90 days as from the date upon which Ericsson issues the
provisional acceptance certificate for each one of the other milestones of
the project, the Services Provider, within the lapse of the term committed
according to the Service Level Agreements established under Article 21
and Appendix 1, will correct such fault, at its cost, without interrupting the
operation of the services, at least if that is agreed with Ericsson, and
without right to additional payments. Said term shall be extended by
mutual agreement of the Parties in the case of existing causes that justify
its extension for the correction of the failure defect or error in execution.
(b) If Ericsson discovers failures, defects or errors associated with the

implementation of the Services of the category “Emergency” during the
last month of the [ ] days period specified in the previous paragraph, this
period shall be extended for [ ] days, assuring the Service quality.
(c) The Services Provider shall warranty the totality of the Solution, including
the Software and Equipment that is acquired under this Agreement, if
applicable. The Services Provider that provides the Solution shall be the
party that assumes complete liability for the same in all environments in
which the Solution is found.
(d) Notwithstanding that third parties are the Software and Equipment
providers, this shall not liberate the Services Provider from its obligations
under this warranty, it being the Services Provider that assumes
complete liability for the Services to be carried out, including the software
and equipment to be provided.
(e) If the Services Provider can not or does not correct the fault and/or
comply with the obligations assumed under this warranty in a timely
manner, Ericsson may take responsibility for the correction of the
detected fault, either on its own or through a third party, and the Services
Provider will remain liable for the expenses incurred due to this action.
The fact that Ericsson has inspected the Serrvice, without discovering
defective works, or has approved said works or part of the same, or
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made payments for said works to the Services Provider, does not
liberate the latter from its obligations under this warranty.
13.4 Hardware Warranty. The Services Provider warranties that the hardware
shall have the manufacturer warranties in favor of Ericsson for a term of at
least until the issuance of the final acceptance certificate on the Acceptance
Date for the project.
13.5 Service Evolution Warranty. Covers the evolution of development of the

Solution in its different products and modules that are put into production,
taking into consideration:
(a) It will be applicable to the errors of source code and any error detected in
the design, construction and configuration of any component that was
worked on by the Services Provider.
(b) The Services Provider shall warranty for a period of not less than three
(3) months as from each of the Acceptance Milestones, at its own cost,
that is, without consuming the hours contracted and available for the
evolutionary processes, that it will resolve all and any failure of the
elements designed, developed and/or configured by the Services
Provider.
(c) In the case that the Services Provider detects a failure that is not under
its responsibility, it will report the same to Ericsson.
(d) The documentation related to the corrected and/or substituted Software

should be delivered to Ericsson gratuitously, in Spanish and in a format
that is digital and may be edited, unless the Parties agree for specific
cases that it is provided in English.
13.6 Processing Capacity Warranty. Covers the Solution and all components
which shall be adjusted to the needs and current and anticipated growth of
End User production, taking into account:
(a) Up to the issuance of the final acceptance certificate issued on the

Acceptance Date by Ericsson, the Services Provider shall warranty that
the capacity of the Solution and all its components shall be adjusted to
the needs and anticipated growth. In relation to the software
components, this will be adjusted to that indicated in Article 13.6. The
Services Provider should provide the results obtained by the diverse
stress and volume tests for the purpose of maintaining the service levels
agreed in Article 21 and Appendix 1.
(b) If the Solution does not function in accordance with the capacity
warranty, Ericsson is authorized to request that the Services Provider, at
its own cost and fulfilling the Service Level Agreements established in
Article 21 and Appendix 1, takes all corrective measures necessary for
the purposes of assuring the fulfilment of said warranties, including, but
not limited to the replacement, adjustment and/or complement of the
Equipment, the Installation and integration of the Equipment or additional
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Licensing and/or the complete substitution of elements or development

of the Solution, in all cases without any cost for Ericsson. Furthermore, if
the breach of the Capacity warranty impacts the project in terms of the
delivery terms involved, said delays will be the exclusive liability of the
Services Provider, Ericsson being able to provide the fines that are
corresponding in said case.
13.7 Solution Warranty. Covers that all standard packets of Software, whether of
its own or of third parties, are free of Bugs and manufacturing defects that
affect the normal functioning of the software and/or the parametrizations
made during the implementation, taking into consideration that:
(a) The Services Provider shall warranty that as from the Acceptance Date
of the project by Ericsson, the Software that is acquired under this
Agreement, independent as to whether it is of the Services Provider or
third parties, shall perform correctly all and each one of its functions
established in this Agreement and its Appendices, without interruptions.
If the Software does not operate in the indicated manner, the Services
Provider shall repair, correct or substitute said deficiency at its own cost
(including all the services carried out for said cause, such as for example
transport, feeding or other).
(b) The documentation related to the corrected and/or substituted Software

should be delivered to Ericsson gratuitously.
(c) The Services Provider should guarantee the support of all the products
included in the Solution, during a period of at least 10 years as from the
commencement of the project, to the extent that Ericsson maintains the
updated versions of the software components of the Solution to be able
to obtain the support of the same.
13.8 Other Warranties. In addition to the aforementioned, the Services Provider

undertakes to fulfil the following warranties:
(a) Diagnostic. All and any test, evaluation or work of any type necessary to
identify the source of a failure, damage or deficiency and to determine its
coverage or exclusion by the warranties established in this Article 13
shall be carried out by the Services Provider at its own cost and fulfilling
the Service Level Agreements established in Article 21 and Appendix 1,
regardless of the coverage or exclusion of the respective failure and until
a complete diagnostic of the cause and indication of the measures to be
adopted has been obtained. The diagnostic shall be sufficient to
determine whether the failure is covered by the warranties established in
this Article 13 or not. The complete diagnostic will only be produced in
cases covered by the services warranty or maintenance contract. This
will only apply for the components of the Solution.
(b) Documentation. Warranty that the documentation delivered does not

contain incorrect instructions and/or omission of instructions, references
etc. that may affect the performance and/or operation of the Equipment.
The Services Provider shall assume full liability for any incorrect
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instruction and/or omission of instruction and correct and/or substitute

any erroneous or defective documentation gratuitously. Documentation
should be delivered by the Services Provider to Ericsson in digital format
and in Spanish, and with the level of detail as Ericsson will specify on a
case by case basis. In exceptional cases, the Parties may agree that
certain documentation be delivered in English.
(c) Service Quality Warranty. Warrant, during the entire development of

the project and until the issuance of the final acceptance certificate on
the Acceptance Date, the continuous improvement in the quality of all the
products and services provided under the Agreement, reflected in a
reduction in the incidents that are presented during the support and post
production maintenance periods.
Notwithstanding any other right to Ericsson under this Agreement, if the

Equipment or the specific part of the same, as corresponding, does not
satisfy in its operation the quality warranty established in this clause, the
Services Provider, at its own cost and fulfilling the Service Level
Agreements established in Article 21 and Appendix 1, shall take the
corrective measures necessary to assure the fulfilment of said
warranties, including, but not limited to, the repair and/or substitution of
the Equipment, the installation and integration of the additional
Equipment and/or the total substitution of the Equipment for new
Equipment, in all cases without any cost whatsoever for Ericsson.
If in accordance with the requirements of Ericsson, the infrastructure

capacity of the Solution has increased according to the information
provided by Ericsson, the capacity warranty should be fulfilled for this
sizing in particular. This implies that changes in the amount and/or
composition and/or distribution of the requirements imply a new analysis
of sizing.
The Services Provider undertakes to provide physical and human

resources sufficient to fulfil that established in this clause, in each
geographical localities.
(d) Compatibility Warranty. Warrant that for a period of at least 4 years as

from the date of the issuance of the final acceptance certificate of the
project by Ericsson, that any Equipment acquired during the project for
expansions, improvements or substitutions of the Solution that Ericsson
possesses, will be complete and absolutely compatible with the
Equipment purchases previously under this Agreement and its
Appendices.
13.9 Should Ericsson suffer damages as a consequence of Services Provider’s
failure to meet its obligations in this Article 13, Services Provider shall
compensate Ericsson for such damages.
13.9.1 Services Provider shall handle warranty fault reports in accordance with
Ericsson’s standard procedures. All transportation costs and risk of loss
incurred with respect to the repair and/or replacement of defective goods
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shall be borne by Services Provider. Further requirements on the warranties

subject to this contract can be found in appendix 13.
14 ERICSSON’S OBLIGATIONS
14.1 Ericsson shall fulfil its responsibilities set out in the Responsibility Matrix in
15 PRICES
15.1 The Agreement Price is fixed and firm at 82,131.84 USD (eighty four
thousand one hundred and thirty one and eighty four cents of US American
dollars), as specified in more detail in Appendix 2 (Prices), except for such
other sum as may become payable under this Agreement by reason of any
Variation. Services Provider shall not be entitled to any other compensation
under this Agreement than the Agreement Price and shall be solely
responsible for the Agreement Price being complete, except to the extent
expressly specified in this Article 15 (Prices) or approved in writing in
advance by Ericsson from case to case.
15.2 Notwithstanding the provisions of Article 15.1 above, Services Provider is

entitled to compensation for verified actual travelling expenses (in
accordance with Ericsson’s travelling regulations) and costs of living during
execution of the Services on End Customer. The value of the travelling
expenses is specified in more detail in Appendix 2 (Prices).
15.3 For the avoidance of any doubt, the Agreement Price shall always include
salaries and salary related costs, taxes, dues, levies, overtime
compensation, traveling time compensation, allowances etc.
15.4 Services Provider shall treat Ericsson as its most favored customer by
granting Ericsson prices and conditions better than granted to other
customers of Services Provider for the same or comparable products and
services.
16 TERMS OF PAYMENT AND INVOICING
16.1 Services Provider shall invoice Ericsson only for such parts of the Services
that has been accepted by Ericsson in accordance with Article 21 (Delivery
and Acceptance) below.
16.2 Ericsson shall pay Services Provider for undisputed invoices within ninety
(90) days from the date of the receipt of the invoice.
16.3 All amounts payable under this Agreement shall be made in USD.
17 DOCUMENTATION
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17.1 The Documentation shall be supplied in English or Spanish and in the format
requested by Ericsson within the times stipulated in the Time Schedule. The
Documentation shall be suitable for End Customer’s use of the Solution and
Ericsson’s use and further development of the Solution.
18 PACKING AND MARKING
18.1 All items shall be suitably packed as requested by Ericsson.
19 TAXES AND DUTIES
19.1 Services Provider shall bear at its own cost any taxes, duties, levies, social
charges, and other fiscal charges imposed on it or its employees, agents and
Services Providers and keep Ericsson indemnified from any duties, taxes,
levies, and other fiscal charges if imposed on Ericsson in connection with the
execution of the Services. Upon request by Ericsson, Services Provider shall
show evidence that the applicable taxes have been paid.
20 DELIVERY AND ACCEPTANCE
20.1 General
20.1.1 The successful completion of a delivery shall be verified during an

acceptance period of ten (10) Business Days that precedes the Agreed
Delivery Date (unless a different period is agreed by the Parties and
specified in the detailed Acceptance plan). Should the completion be
delayed then the acceptance period shall commence upon the actual
completion and proceed until successfully completed.
20.1.2 Actual Date of Implementation shall be the date:

a when the delivery has been accepted by Ericsson and the End
Customer, or
b the agreed inspections and acceptance tests have been
successfully completed and the acceptance period is finalised
without any objections from Ericsson or the End Customer, or
c following such an objection Services Provider has corrected
the faulty parts of the delivery and the delivery has been
accepted by Ericsson and the End Customer after a repeat
Acceptance Test.
20.2 Deploying the Solution or part thereof into operation
20.2.1 Ericsson shall at its option at any time during the project be entitled to
request that the Solution or part thereof, including any Services, is brought
into (commercial) operation in the Environment. This shall not relieve
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Services Provider from any obligation to complete the deliveries or services

or any of the obligations regarding acceptance set out in this Agreement.
20.3 Acceptance Procedures and Acceptance Criteria
20.3.1 Unless otherwise set out in the relevant appendices or as further specified
below, the Acceptance Activities shall be performed in accordance with
Appendix 4 (Acceptance) and Ericsson reasonable instructions and planning
directives. Acceptance Criteria shall be based on the requirements set out in
Appendix 1 (Statement of Work) and any other relevant requirements and be
specified in Appendix 4 (Acceptance).
20.3.2 The Acceptance Activities, Acceptance Criteria, Acceptance Test and

Acceptance Plan shall in all relevant and substantial details be based on
Ericsson’s obligations towards the End Customer. Services Provider
acknowledges and understands that due to the nature of the subcontracted
work in relation to Ericsson contact with the End Customer Services Provider
is expected to follow Ericsson’s reasonable instructions and alterations of
plans, which may become necessary.
20.3.3 All Acceptance Activities shall be performed by Services Provider, and at no

additional charge to Ericsson.
20.3.4 In the case that the delivery of the Services, shall be divided into and
delivered in partial deliveries or specific phases, each such delivery shall be
subject to the procedures regarding Acceptance described in this
Agreement. Following completion of one delivery or phase and before
continuing or starting a next phase Services Provider shall, where deemed
possible and provided it will not unreasonable delay the project and cause
harm to Ericsson, seek Ericsson’s written permission to continue.
20.4 Acceptance Planning and Acceptance Activities
20.4.1 Acceptance Activities shall be planned and executed in accordance with

Ericsson’s reasonable instructions. Subject to Ericsson’s instructions and
approval, End Customer shall be entitled to participate during the
Acceptance Activities.
20.5 Acceptance Completion
20.5.1 Upon completion of Acceptance Activities, Services Provider will submit the
agreed records, and protocols as documentary evidence of completion to
Ericsson for approval. Ericsson shall have the right during fifteen (15)
Business Days to verify the submitted results. Provided that the result of the
Acceptance Activity together with relevant documentation shows that the
result is in accordance with the Acceptance Criteria, any other outstanding
errors, omissions or other relevant issues have been corrected or
satisfactory and permanently resolved the delivery shall be deemed
accepted on the last day of Acceptance Activities and Ericsson shall accept
the delivery in writing.
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20.5.2 Should the delivery fail to meet the Acceptance Criteria, Ericsson shall be
entitled to reject the delivery and require Services Provider to correct the
delivery and perform a repeat Acceptance Activity. Ericsson may at its
discretion accept part of the delivery.
20.5.3 Services Provider shall promptly and at its own cost, remedy any faults or
problems identified during the Acceptance Activity. Following Services
Provider’s due measures in respect of the rejected delivery, corrected
delivery shall be submitted for a repeat Acceptance Activity.
20.6 Service Level Agreement for Implementation of Services
20.6.1 As part of the Services to implement the Solution, the Services Provider shall
complete the Acceptance Activities as agreed by the Parties for all phases
and stages of the project. The Services Provider shall fulfill the terms
established for each Acceptance Activity. The non-fulfillment of the same
shall give rise to the application of fines. Ericsson shall consider as a serious
breach any deviation of 15% or more with respect to the completion of
Acceptance Activities as further specified in Appendix 4 (Acceptance) and
set out in the Time Schedule in Appendix 1 (Statement of Work) as agreed
by and between the Parties at the commencement of the project.
20.6.2 Additionally, the Services Provider undertakes that the quality of

development of Software and the Solution shall fulfill a minimum standard in
such a way that the error rate for the software liberated for acceptance tests
by the user will not exceed 5% with respect to the totality of test cases and
10% in each one of them.
20.7 Service Level Agreement associated with the Integration
20.7.1 During the phase of analysis and design of the Solution, the Services
Provider and Ericsson shall establish the time of the response, capacity and
availability for each interface.
20.7.2 Ericsson shall define the levels of response times, capacity and availability
applicable to the interface within the Solution provided by the Services
Provider, for the purpose of complying with the Service Level Agreement
referred in Appendix 3.
20.7.3 The service level agreements related to integration will be defined by

Ericsson in the analysis and design stage.
21 SERVICE LEVEL AGREEMENTS
21.1 The Services Provider shall fulfill the Service Level Agreements, as
established in Appendix 3.
21.2 The Service Level Agreements may be amended from time to time by the
Parties upon mutual agreement, with the objective of maintaining
consistency with the current industry standards.
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21.3 Unless otherwise established in the Agreement, the Services Provider shall
be responsible for operating all tools and procedures that are delivered by
Ericsson to monitor, measure and report levels of compliance with the
Service Level Agreements established in Appendix 3. The referred tools and
procedures will be subject to audit by Ericsson.
22 FINES AND RETENTIONS
22.1 If Services Provider at any time has any reason to believe that there will be
delays in relation to the Agreed Date of Implementation, Services Provider
shall promptly notify Ericsson in writing providing its proposal for revised
planning schedule and corrective actions. Such notice shall not relieve
Services Provider from any obligations arising out of this Agreement.
22.2 Should, due to circumstances for which Services Provider is responsible, the
completion of Services and/ or the supply of the Solution be delayed at the
relevant Agreed Date of Implementation subject to Variations leading to any
agreed extended or postponed period for delivery, as the case may be,
Ericsson shall have the right to impose fines on the Services Provider.
22.3 Fines for Delays.

22.3.1 The non-fulfilment of any of any Acceptance Activities as further specified in
Appendix 4 (Acceptance) and set out in the Time Schedule in Appendix 1
(Statement of Work) as agreed by and between the Parties at the
commencement of the project, within the term defined and agreed by the
Parties for such purpose, due to any delay or cause directly attributable to
the Services Provider or any third party for whom the Services Provider is
responsible, shall authorize Ericsson to apply a fine, following a tolerance
period of 4 weeks of delay, equivalent to 0.15% of the total value of said
milestone for each day of delay during the first month of delay and 0.20% of
the total value of said milestone for each day of delay as from the 31st day of
delay and thereafter, fine that shall not exceed 30% of the total value of the
milestone that is delayed.
22.3.2 The actions that the Services Provider adopts to avoid or mitigate the delays
in the project, as previously indicated, may in no case affect the activities
and terms for which Ericsson is responsible.
22.3.3 Notwithstanding the fines that may be applicable, with the purpose of
controlling the advance of the project, the Services Provider shall issue bi-
weekly reports and meet with the project manager designated by Ericsson
on a monthly basis or at least bi-monthly.
22.3.4 If the amount of the fine is equal or greater than 30% of the total value of the
respective milestone and the accumulated delay is 180 days or more,
Ericsson is authorized to, at its sole discretion, to cover the guarantee bond
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and/or terminate the Agreement without any additional requirement, in

addition to imposing the fine that is applicable.
22.3.5 The aforementioned fine shall not be applied if the delay or breach is
produced by an act of God or Force Majeure or due to a cause attributable to
a third party or due to a cause attributable to Ericsson. In these cases,
Ericsson shall extend the term of delivery of the promised product for a term
equivalent to the duration of the delay or respective impediment, applying for
these purposes the procedure established for such purpose in Article 33.
Any delay or breach attributable to Ericsson or a third party should be
represented in writing by the Services Provider to the project manager
designated by Ericsson within 48 hours following occurrence of the delay or
having evidenced the breach, as applicable, with the purpose that the
Services Provider may take measures as appropriate to avoid or mitigate its
impact on the terms agreed for the execution of the Services, as established
in the Agreement. If the Services Provider does not comply with this
obligation, it will be liable for the delay or the respective breach.
22.3.6 In addition to application of the fine, Ericsson will communicate to the project
manager designated by Services Provider the cause(s) that give rise to the
fine, granting the Services Provider 10 business days as from the date of
such communication in writing by Ericsson, to formulate its observations or
opposition. Once Ericsson has received the observations or opposition, or
the term has lapsed and none have been made, Ericsson may confirm the
application of the fine or revoke its application, and in a term that does not
exceed 10 business days, communicating in writing its final decision. In the
case of revocation, Ericsson will return to the Services Provider the sum or
amount received for concept of said fine on the following date of advance
payment of Agreement Price, as applicable.
22.4 Fines for Breach of Service Levels for Implementation Services
A breach of service levels will give rise to the application of fines for each
date of delay that is incurred as a result of this, in accordance with Article
22.3 (Fines for Delays). Given that in its capacity as developer of the
software and/or Solution, the Services Provider has undertaken to fulfil
minimum standards as set forth in Article 21 and Appendix 1, each time that
5% errors occur in the user acceptance testing on the implementation of the
defined test plan, this will result in one (1) day of delay attributable to the
Services Provider.
22.5 Fines for Breach of Service Levels associated with Integration
During the tests following the unit and system tests, the breaches of the
service level agreement associated with system integration will be reports as
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errors of application and, therefore, the scheme of fines set forth in Article
22.6 herein below will be applied for these cases:
22.6 Fines for Breach of Service Levels associated with Performance of

Applications and High Availability
The following fines will be associated with breaches of service levels

associated with high availability.
Levels of Condition of Fine to apply

Deviation application of fines for
Service Level
Objectives (SLO)
incidents.
High Greater or equal to 25% monthly invoicing
10%(1)
Medium Between 5% and 10%(1) 10% monthly invoicing
Low Less than 5%(1) 5% monthly invoicing
(1): According to the table of SLO incidents exposed for each one of the
Service Level Objectives.
22.7 Fines for Breach of Service Levels for Evolutionary, Corrective and
Perfection Support
The fines associated with the breach of response to requirements generated

and associated with maintenance services of the Evolutionary, Corrective
and Perfection support shall be the following:
Levels of Condition of Fine to apply

Severity application of fines for
Service Level
Objectives (SLO)
incidents.
Emergency / High Less than 95%(1) 25% monthly invoicing
Medium Less than 90%(1) 10% monthly invoicing
Low Less than 90%(1) 5% monthly invoicing
(1): According to the table of SLO incidents exposed for each one of the
Service Level Objectives.
The application of the previously described fines shall be subject to the

maximum limit of 25% of the total value of the Monthly Invoicing of the
Support Service.
22.8 Fines for Breach of Service Levels associated with the Reactive Support
Service.
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For the services established in column 1 of Table Nº 1 below as follows,

fines are established for the breach of the anticipated Service Level
Agreements (SLA) defined in column 3 of Table Nº 1, as indicated in
columns 4, 5 and 6 of Table Nº 1.
The fines shall be calculated for quarterly periods that have passed for the
services provided by the Services Provider during the same period, said
calculation is defined in of Table Nº 1 of fines for breach herein below.
The amount of the fine shall be determined in accordance with the following
sum: (i) value of base fine for event registered in quarterly period, as
indicated in column 4 of Table Nº 1, plus (ii) amount of variable fine per
event, as indicated in column 5 of Table Nº 1, proportional to the grade of
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breach. In any case the Maximum Amount of Fine per event is described or
indicated in column 6 of Table Nº 1.
For purposes of calculation of fines, the alpha factor has been defined as
follows:
alpha = Amount of Clients affected by Incident

Total Client Base of Service/ platform
Where:
Affected clients: corresponds to the set of users that belong to a determined

service and whose service has been affected by the incident. Includes
internal clients and/or final service clients.
Table Nº 1: Fines for Breach
Anticipated fulfillment of Fine for Breach of Services

services
Clause (2) Anticipated Monthly Variable Maximum
SLA (3) Base Fine Fine per Amount of
(4) Event (5) Fine (6)
Analysis and Time N/A (Time (Hour) 20% of
levels of Remedy exceeded of Amount of
response to Emergency SLA x Monthly
incidents Ticket ((alfa/4) x Support
Monthly
Support
Amount)
Time N/A (Time (Hour) 20% of
Remedy exceeded of Amount of
HighTicket SLA x Monthly
((alfa/3) x Support
Monthly
Support
Amount)
Ticket Amount of 2% of 2% of 15% of
Backlog Total Ticket Monthly Monthly Amount of
in process Support Support Monthly
during a Amount Amount for Support
month each
should be additional
less or equal ticket to SLA
to 60.
The maximum total amount of the accumulated fines to be paid by the

Services Provider corresponding to one same month shall not exceed 25%
of the total price of the contract assigned to the Support Service.
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22.9 Fines for Breach of Service Levels associated with the Proactive Support
Service.
Fines for breach of the anticipated Service Level Agreements (column 3) are
established as indicated in Table Nº 2 below (columns 4, 5 and 6).
The fines are calculated for quarterly periods that have passed for the
services provided by the Services Provider during the same period.
The amount of the fine shall be determined in accordance with the following
sum: (i) value of base fine for event registered in quarterly period, as
indicated in column 4 of Table Nº 2, plus (ii) amount of variable fine per
event, as indicated in column 5 of Table Nº 2, proportional to the grade of
breach.
In any case, the maximum total amount of the accumulated fines to be paid
by the Services Provider corresponding to one same month shall not exceed
25% of the total price of the contract assigned to the support service.
Table Nº 2: Fines for Breach of Indicators
Anticipated Fulfillment of Services Fine for Breach of Services

Service Clause (2) Anticipated Monthly Variable Maximum
SLA (3) Base Fine per Amount
Fine (4) Event (5) of Fine(6)
Service Indicator of Availability of 5% of If within the 15% of
of non- Network Amount quarter in Amount of
Proactive availability Equipment of of course, the Monthly
Support Services Monthly breach is Service
Provider Service repeated 3
granted that times,
99.995% Services
Provider shall
pay 10% of
Amount of
Monthly
Service
Indicator of Amount of 5% of 15% of
Emergency Emergency Amount Amount of
and High and High of Monthly
Tickets Tickets based Monthly Service
on point 2.4.2 Service
22.10 General Rules for Application of Fines for Breach or Delays
The application of the fines indicated in this Article 22 should be understood

notwithstanding the right of Ericsson to terminate the Agreement in advance
as a results of the breach of the SLA’s, all in accordance with that agreed by
the Parties in this Agreement.
If the Services Provider incurs three (3) breaches of EMERGENCY or HIGH

priority of these SLA’s, whether consecutive or not, during a period that may
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not exceed 12 months, Ericsson may consider this as a serious breach,

giving Ericsson the right to exercise all rights that may be corresponding in
each case according to the Agreement.
Furthermore, the breach by the Services Provider of the service levels for a
period of three months or more, whether consecutive or not, that triggers the
fines set forth in this Article and shall be considered a serious breach of the
Agreement with the consequences that are derived from the same.
On the other hand, any delay that results in a serious and significant gap in
one or more phases of the project or in the total term of the same, as
corresponding, in addition to triggering the fines set forth in this Article, will
be considered a serious breach of this Agreement.
The application of the fines established in this Article shall not in any case
limit or restrict in any manner the right of Ericsson to exercise other rights
and/or actions that may be applicable under the Agreement and/or the law.
Furthermore, these fines do no limit or restrict in any manner the liability of
the Services Provider due to the implementation of the project and/or the
Services object of this Agreement.
The deductions for fines shall be made in the following invoice, in the case of
being under the regime of support and maintenance services, or exercised
by Ericsson by issuing the collection requirement in writing to the Services
Provider as indicated in the Agreement or its Appendices.
Fines shall not be applied for problems provoked exclusively by the

intervention of third parties, by the Ericsson Group or for causes attributable
to a fortuitous act of force majeure.
If a fine is applicable for breach of service levels, Ericsson will inform this in
writing to the Services Provider who shall have 10 business days to
formulate its objection. Upon the lapse of said term and except if it is proven
that the breach is not attributable to the Services Provider in accordance
with the justifications relayed by it in its objection, Ericsson shall impose the
respective fine, by making a deduction to the invoice or statement of
payment for the following month or collect the same by way of written notice
of the requirement for payment to the Services Provider, that shall contain its
amount and contractual support, as applicable, in accordance with this
Agreement.
If it is shown that the delays are attributable to the Services Provider during
the implementation of the project, thereby generating the application of fines
in accordance with the Agreement, Ericsson shall exercise the respective
fine and the Services Provider shall pay the same within the 30 business
days as from the date of the written requirement, when the delay cannot be
remedied. If the fine is not paid in full and in a timely manner by the Services
Provider, this shall be considered a serious breach of the Agreement, giving
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Ericsson the right to exercise all rights that may be corresponding in each
case according to the Agreement.
22.11 Retentions
22.11.1 Ericsson may retain from any payment or partial payment of the Services
Provider the sums that it deems sufficient to pay any of the following
concepts, as appropriate:
(a) If claims have been presented before the Courts or a competent

authority against Ericsson or its representatives or employees, due to the
Services Provider, its Services Provider or other person that acts in its
representation not having made payments for labour, services, materials,
equipment, taxes or other concepts related to the Services;
(b) If it is shown that the Services Provider has not made payments which it
was obligated to make, for which Ericsson is responsible, unless those
payments are or civil or commercial order disputed between the Services
Provider and its Services Providers;
(c) If the Services Provider, any of its Services Providers or other persons
that act in their representation or on behalf of them, cause damages to
any asset or installation of Ericsson;
(d) If the Services Provider incurs any serious breach of this Agreement.
22.11.2 In the indicated cases, Ericsson shall have the right to retain from any
pending payment a sum sufficient to (1) assure, satisfy, balance and/or
defend itself against such claims or any action that may be brought or
sentence that may be pronounced in said cases; (2) secure and make
payments that are pending and ordered by any competent authority; (3)
indemnify Ericsson for any loss, liability, damage, costs and expenses, that
may be incurred in relation to these matters in the terms established in the
Contract. If the amount retained is insufficient, tehe Services Provider shall
pay to Ericsson the difference within 10 calendar days following the written
requirement of Ericsson in such sense.
22.11.3 The retention of 15% to be paid against the Final Acceptance Certificate may
be attributed to any breach of the Agreement by the Services Provider, at the
sole criteria of Ericsson, that in any case will be informed with reasons and in
writing to the Services Provider.
22.12 The payment of fines shall not relieve Services Provider from the obligation
to deliver the Solution. The aforesaid fines shall be the exclusive
compensation for any delay. However, when the maximum cap is reached,
Ericsson is automatically entitled to immediately terminate this Agreement or
any part thereof, and claim compensation for its damages. Ericsson may
also choose to waive its right to terminate and instead accept delivery and/or
performance and claim compensation for its damages.
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23 INTELLECTUAL AND INDUSTRIAL PROPERTY
23.1 All information that is generated due to the Services and/or that Ericsson
provides to the Services Provider, whether or not Confidential Information,
such as the trademarks, logos, names, marketing slogans or other graphical
names or expressions that identify Ericsson or its information, industrial
secrets, copyright and/or patents, and other intellectual and/or industrial
property rights of Ericsson, are and shall remain of its exclusive ownership
and title, consequently, it shall be understood that no rights over any of the
aforementioned property have been transferred due to the implementation of
the contracted Services.
23.2 All confidential or proprietary information that the Services Provider provides
to Ericsson, as well as the trademarks, logos, names, marketing slogans or
other graphical names or expressions that identify the Services Provider or
its information, industrial secrets, copyright and/or patents, and other
intellectual and/or industrial property rights of the Services Provider are and
shall remain of its exclusive ownership and title, consequently, it shall be
understood that no rights over any of the aforementioned property have
been transferred due to the implementation of the contracted Services. In
any of these cases, if said information is part of or included in any project
deliverable, it shall be understood that a gratuitous and perpetual license has
been conferred to Ericsson to use said information for all purposes of the
project.
23.3 All confidential or proprietary information of third parties that the Services
Provider provides to Ericsson, as well as the trademarks, logos, names,
marketing slogans or other graphical names or expressions that identify said
third parties or its information, industrial secrets, copyright and/or patents,
and other intellectual and/or industrial property rights of said third parties are
and shall remain of the exclusive ownership and title of said third parties,
consequently, it shall be understood that no rights over any of the
aforementioned property have been transferred due to the implementation of
the contracted Services. In any of these cases, if said information is part of
or included in any project deliverable, it shall be understood that a gratuitous
and perpetual license has been conferred to Ericsson to use said information
for all purposes of the project.
23.4 Information shall include all studies, methodologies and reports that are
developed together by the Parties or by the Services Provider for Ericsson,
and the documents, data, documental units, client universes, samples,
products or segments, as well as the results or deliverables obtained due to
the execution of the Agreement.
23.5 The Parties expressly agree that all products, data bases, processes,
procedures, computer programs, inventions, discoveries or improvements
and, in general, any element or information that any of the Parties possess,
use or have previously developed, prior to the date of commencement of
Services object of this Agreement, are and will be the exclusive property of
the corresponding party or its respective licensees, as corresponding,
hereinafter “Background”. Services Provider shall only have the right to use
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Ericsson’s Background to the extent necessary for the performance of its

obligations under this Agreement. In the event that Services Provider desires
to engage Services Providers in the performance under this Agreement
subject to Article 32 (Subcontracting), such Services Providers may only use
Ericsson’s Background to the same extent that Services Provider may make
use thereof in accordance with this Article 23.5, and provided that Ericsson
and the Services Provider are in prior agreement of Services Provider’s right
to furnish Ericsson’s Background to such Services Provider. Services
Provider has no further right to use, alter and/or modify Ericsson’s
Background for any purposes whatsoever.
23.6 For the purposes of providing Services under this Agreement, the Services
Provider will be granted access to tools and systems of Ericsson. With
respect, the Services Provider undertakes the following:
(a) To use said tools and systems properly and correctly;
(b) To occupy them for the sole purpose of performing its obligations and the
Services under this Agreement, being expressly prohibited to make
arbitrary use of the same;
(c) To ensure that only qualified and competent employees have access to
said tools and systems;
(d) To take all measures to prevent any problems, inconveniences and
modifications associated with said tools and systems;
(e) Not to alter or destroy said tools and systems;
(f) To maintain all confidential information associated with said tools and
systems fully reserved and confidential in accordance with the
confidentiality obligations established in this Agreement.
(g) The Services Provider shall fully indemnify Ericsson against any
damages, losses, costs, fines, charges and/or other disbursements of
any type that may be applied to Ericsson or that Ericsson is obligated to
pay as a result of the Services Providers use of said tools and systems,
or the use of said tools and systems by any person under the
responsibility of the latter.
(h) To ensure that any Services Providers who have access to said tools
and systems of Ericsson are obligated to obey the restrictions set forth in
this Article 23.6.
23.7 The property of the Deliverables that result from the Services object of this
Agreement is and will be the property of Ericsson. Ericsson shall have the
right to use, modify and/or alter the Deliverables for any purposes
whatsoever. Services Provider shall have no right to use, alter and/or modify
the Deliverables for any purposes whatsoever and may therefore not i.a.
license the Deliverables to any third party, or make use thereof in connection
with research commissioned by any such third party. In the case of the
Background of the Services Provider and/or its licensees that form part of
the project, the Services Provider shall grant and or cause to be granted to
Ericsson, as applicable, a non-exclusive and irrevocable use license, without
any cost to the latter. Said license shall be perpetual in the case of
Deliverables that are not programs or software of those whose license is
temporary. Consequently, the Services Provider shall respect these rights
throughout the entire duration of the Agreement and following its termination,
notwithstanding the cause of its termination. Deliverables are understood for
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the purposes of this Article 23.7 as all data, information, requirements,

documents, scripts, customizations, configurations, source code, programs
developed that do not include software owned by the Services Provider or
third parties and test cases generated due to the project, including all
documentation associated with the same.
23.8 Furthermore, the Parties shall have equal rights over any type of materials,
literary works or other copyright (such as programs, programming tools,
documentation, reports, drawings and other similar works) that both Parties
contribute to develop or produce under this Agreement. In these cases, the
Parties shall mutually concede a perpetual, non-exclusive, irrevocable,
gratuitous and global license to use, copy, adapt, modify or use such
materials in accordance with that established in the Agreement.
23.9 The Services Provider guarantees that the implementation of the Services
and its results shall not enter into conflict with any property right of third
parties.
23.10 None of the Parties shall take any action that prejudices the property rights
of the other, as previously stipulated.
23.11 Services Provider undertakes to assist in preparing and signing such

documents as may be necessary to enable any company within the Ericsson
group to be registered as holder of patents, patterns or other industrial and
intellectual property rights. Services Provider shall be responsible for
ensuring that Ericsson is notified of any industrial and intellectual property
rights that are considered registrable. In the event a third party initiates
revocation or opposition proceedings against any such application, Services
Provider agrees to support Ericsson to the fullest extent. In such event
Ericsson shall reimburse Services Provider for costs reasonably incurred by
it.
23.12 Services Provider undertakes to have entered into such agreements with its
employees, or other personnel that Services Provider has hired for the
fulfilment of its obligations under this Agreement, in order to assure that the
title and the ownership to any Deliverables hereunder is passed to Ericsson.
23.13 Services Provider shall not, without the prior written consent of Ericsson,
introduce Background, whether such Background is owned by Services
Provider or by any third party, in the Solution to which it has no right to grant
licenses to Ericsson in accordance with Article 23.5. Services Provider
further undertakes to inform Ericsson without undue delay and always prior
to delivery of the Solution of any intellectual property rights owned by the
Services Provider or, to the best of its knowledge, owned by any third party
which may be infringed by the use of the Solution.
23.14 This Article 23 shall survive the termination of this Agreement for whatever
cause.
24 INDEMNIFICATION
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24.1 It shall be the responsibility and direct and exclusive liability of the Services
Provider to pay any fine (except regulatory fines), tax, charge, sanction,
limitation to the development of business, indemnification and/or
disbursement (“Loss”) of any type that may be applied to Ericsson or that
Ericsson is obligated to pay, whether directly or jointly and severally liable, or
subsidiarily liable, due to any action, claim, prejudicial or precautionary
measure, complaint or procedure (“Action”) that is filed by any Third Party or
imposed by any authority, in any jurisdiction, and that is a consequence of a
breach of this Agreement by the Services Provider or the provision of
Services, that is related to:
(a) The timely and/or complete fulfilment of all and each one of the labour
and social security obligations that correspond to the employees,
contractors and Services Providers or persons that provide Services to
the Services Provider in any manner during the force of this Agreement;
(b) The use by the Services Provider and/or delivery by it to Ericsson of

licenses, patents, marks, designs, models or any type of intellectual
and/or industrial property, whether or not it is ownership is disputed and
with the ultimate objective being to resolve the dispute in any manner or
cause a favourable sentence for the Services Provider;
(c) The use of defective or damaging parts or products for the health of
persons or animals or for the environment or the ----- on the environment
and/or goods of third parties in the installation, withdrawal or operation of
any element or component of the Services; and in general any adverse
effect on the right of persons to health and to live in an environment free
of contamination.
(d) Any actions tending to exercise the rights of consumers. In this case, the
maximum limit of liability shall correspond to 10% of the total Agreement
Price, notwithstanding the type of damage in accordance with that
established in Article 28 of this Agreement and otherwise applying that
established in the Agreement.
(e) Any other obligations of indemnity provided in this Agreement.
24.2 If Ericsson is obligated to make any payment or disbursement or suffers any

loss or prejudice, the Services Provider shall reimburse it the reasonable
sums that correspond, duly evidenced, no later than ten (10) calendar days
as from the date upon which Ericsson sent the communication attaching the
documentation of the payment made or the loss suffered.
24.3 Provided that Ericsson was notified of any Loss or Action, Ericsson may
retain from the payments that it must make to the Services Provider the sum
claimed or that may be appropriate to disburse until a resolution is reached
as to the existence of the respective obligation. Ericsson may in any event
require the reimbursement of the sums disbursed and proven that were not
included in the retention.
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24.4 The Services Provider shall assume, at its entire cost and responsibility, the
judicial and/or administrative defence that is corresponding, if Ericsson
requires it to do so, or otherwise reimburse the totality of the disbursements
that Ericsson makes for such concepts. For this purpose, any Loss or Action
that is made known to Ericsson shall be communicated to the Services
Provider within five (5) business days of taking formal knowledge of the
same; if Ericsson has not been informed or notified of the Loss or Action, the
Services Provider shall communicate the same to Ericsson within the same
aforementioned term. Unless the parties agree to the contrary, the Services
Provider shall be obligated to resolve the dispute.
24.5 If the Services Provider assumes the defence this shall not be considered a
waiver of Ericsson to reassume it any time, charging the Services Provider
the disbursements that it may incur. In the cases where the Services
Provider carries the defence or effects the actions necessary to resolve the
Loss or Action , Ericsson may give reasonable general or specific
instructions regarding the mode of proceeding and requiring the Services
Provider to substitute the attorneys contracted by the latter, the Services
Provider being obligated to fulfil such instructions or requirements.
24.6 If the Services Provider, its contractors or Services Providers wish to

execute a settlement or agreement with the object of terminating the dispute,
the respective agreement shall be previously approved by Ericsson.
Ericsson shall not execute an agreement or settlement which may give rise
to obligations or liabilities for the Services Provider without consent of the
latter.
24.7 The Services Provider shall be expressly liable and assumes as its own not
only its actions or omissions rather also those of its contractors, Services
Providers and, in general, any third party to which it entrusts one or more
activities, tasks and/or services in relation to the project.
24.8 If the Services Provider is obligated to reimburse Ericsson for any of the
concepts indicated in the aforementioned paragraphs and fails to do so
within the required term, Ericsson may, without need for any authorization
whatsoever, deduct the amounts and make the respective adjustment from
any sum that Ericsson owes to the Services Provider or that has accrued in
its favor by virtue of this Agreement.
24.9 All acts that the Services Provider carried out in the name of Ericsson for
these purposes, shall safeguard the reputation of Ericsson. The Services
Provider shall contract attorneys and professionals of the quality and level of
knowledge recognized according to the nature of the Loss or Action,
handling itself at all times appropriately before the authorities and
counterparties; and respect all ethical standards that are applicable. A
breach of this obligation shall be considered a serious breach of the
Agreement.
25 INDEMNIFICATION FOR EMPLOYEE NEGLIGENCE
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25.1 Services Provider and Ericsson agree to indemnify and hold each other
harmless from and against all damage or injury (including death) to property
or person resulting from the intentional or negligent acts or omissions from
their respective officers, employees, agents, Services Provider or Services
Provider’s Services Providers in connection with the performance of this
Agreement. A Party's obligation to indemnify the other Party under this
Article 25 (Indemnification for Employee Negligence) shall however be
limited to EURO one million (1,000,000) for each damage occasion.
26 INFRINGEMENTS
26.1 Services Provider shall defend, indemnify and hold harmless Ericsson, other
Ericsson Companies and/or End Customers from and against any and all
damages suffered and costs and expenses (including reasonable attorneys’
fees) incurred as a result of any claim, suit or proceeding brought against
any of them based on the allegation that the use, sale, distribution or other
disposal of the Solution, the Services and/or the Documentation constitutes
an infringement of any intellectual property rights or applications thereof
(including but not limited to patents, utility models, mask work protections,
industrial designs, copyrights and trademarks) or an unauthorized use of
know-how, trade secrets, or other proprietary rights; provided that Services
Provider has been notified without undue delay in writing of such claim, suit
or proceeding and given authority, information and assistance (at Services
Provider’s expense) to settle the claim or control the defense of any suit or
proceeding.
26.2 In the event that the Solution and/or the Documentation or any part thereof
are in such suit or proceeding held to constitute an infringement or their
further use, sale, distribution or other disposal is enjoined, Services Provider
shall promptly, at its own expense and option, either:
a) procure for Ericsson, other companies within the Ericsson group and End
Customers the right to continue the use, sale, distribution or other
disposal of the Solution and/or the Documentation ;
b) replace the Solution and/or the Documentation with non-infringing

products of equivalent function and performance; or
c) modify such Solution and/or the Documentation so that they become non-
infringing without detracting from function or performance.
26.3 This Article 26 shall survive the termination of this Agreement for whatever
reason.
27 PRODUCT LIABILITY
Should the Solution have a defect, which causes damage to persons or to

property other than such Solution, Services Provider shall indemnify and
hold Ericsson harmless for any such damage.
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28 SUPPORT AGREEMENT, TRAINING AND CONSULTANCY SERVICES
28.1 In order to support the proper operation of the Solution, Services Provider
and Ericsson have negotiated and agreed upon the attached terms and
conditions related to support.
28.2 The Parties agree that adequate training of Ericsson’s and End Customer's
personnel is required for the proper operation and maintenance of the
Solution.
28.3 Services Provider undertakes to provide Training for Ericsson's personnel as

specified in Appendix 2 (Prices), on the terms and conditions set forth
therein.
28.4 The Services Provider shall, to the extent it does not hinder or delay the
delivery of the Solution or the performance of the Services, provide
Ericsson's employees with the opportunity to work closely together with the
Services Provider’s employees and to gain knowledge from such employees.
29 MODIFICATION OF AGREEMENT
29.1 In the event that either Party wishes to amend any terms or conditions of this
Agreement, save those specifically defined in Article 9 (Variations and
Change Control), the Party shall provide written notice of the required
modification to the Agreement to the other Party detailing the requested
changes and the reasons for such changes.
29.2 Any modification to the terms of the Agreement according to Article 30.1
above shall be mutually agreed and signed by an authorized representative
of both Parties prior to such variation coming into effect.
30 INSURANCE
30.1 In consideration of the responsibilities and obligations assumed by the

Services Provider by virtue of this Agreement, and as a form of supporting
the complete fulfilment of the same, the Services Provider shall, with an
insurance company acceptable to Ericsson, at its own cost, effect and keep
in effect during the validity of this Agreement, general civil liability insurance
policies, upon the terms and conditions indicated as follows:
a) Ericsson shall be designated as additional assured in the policy. The

Services Provider shall maintain in force said insurance during at least
the entire implementation of the Project, and during the period of start-up
of the Service that corresponds to the Services Provider in accordance
with this Agreement.
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b) The insurance contracted by the Services Provider shall not liberate it in

any case from the liability that corresponds, as established in this
Agreement and in accordance with the law. For damages and losses
caused and the amount established in said insurance does not imply any
limitation whatsoever to the Services Provider’s liability under this
Agreement.
c) The minimum coverage of the referred insurance is the following:
(i) Civil liability for death, personal injuries and/or damage caused to
third parties: It should indemnify third parties for death, personal
injuries and/or material damage occurred during the
implementation of the Service, during the testing period, start-up
and maintenance.
(ii) If the Services Provider is authorized to remedy part of the
Service, the Policy should include the Clauses of Construction
Liability and Crossed Civil Liability.
(iii) Employee Insurance Policy: It should indemnify employees of the
Services Provider and its Services Providers (or beneficiaries) for
accidents that occurred during the implementation of the
Services, during the period of start-up and maintenance. The
Policy should include clauses of compensation for permanent
disability and death derived from accidents for an amount not less
than 24 gross monthly salary payments of the employee.
(iv) Equipment and Software Insurance Policy: It should contract an
insurance to cover damages to equipment and software that have
been paid prior to their entry to the Territory.
30.2 The Services Provider undertakes to present to Ericsson certificates of

insurance to the effect as set out above in Article 31.1 no later than the fifth
(5) business day following the execution of this Agreement. In addition, the
Services Provider shall attach the proofs of payment of the respective
policies. If the Services Provider does not present the originals of the
certifications or the renewals or amendments in a maximum term of five (5)
calendar days, the Services Provider hereby authorizes Ericsson to suspend
the payment of the invoices that correspond until the Services Provider
delivers to Ericsson the previously referred policies and/or certifications.
31 SUBCONTRACTING
Services Provider may not subcontract the whole or part of this Agreement
without the prior written consent of Ericsson. Should Services Provider
receive consent from Ericsson to use Services Providers, Services Provider
shall assume the same responsibility for such Services Providers in relation
to Ericsson or any other person or entity as for Services Provider's own
personnel under this Agreement, including, but not limited to, warranties,
indemnities and insurance policy, and shall be responsible for the
performance of such Services Providers as if the activities were performed
by Services Provider.
32 FORCE MAJEURE (RELIEFS)

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32.1 The performance of either party, required by this Agreement , shall be

extended by a reasonable period of time if such performance of the
respective party is impeded by an unforeseeable event beyond such party’s
control, which shall include but not be limited to acts of God, industrial
actions, riots, wars, embargo or requisition (acts of government), hereinafter
referred to as ”Force Majeure”.
32.2 In case of Force Majeure, the relevant party shall promptly notify and furnish
the other party in writing with all relevant information thereto.
32.3 Should an event of Force Majeure continue for more than three (3) months,
Ericsson shall have the right to terminate this Agreement
33 CONFIDENTIALITY
33.1 Except as provided below in this Article 34 (Confidentiality), the receiving

Party of such confidential information agrees to treat the same as strictly
confidential and shall not divulge, directly or indirectly, to any other person,
firm, corporation, association or entity, for any purpose whatsoever,
confidential information so received, and shall not make use of or copy such
confidential information, except for the purpose of this Agreement. Such
confidential information may be disclosed only to such of the employees,
consultants and Services Providers of the receiving Party who reasonably
require access to such information for the purpose for which it was disclosed
and who have secrecy obligations to the receiving Party.
This commitment shall impose no obligation upon either Party with respect to
any portion of such information that:
a) was known to the receiving Party prior to its receipt from the
other Party;
b) is now or which (through no act of failure on the part of the

receiving Party) becomes generally known;
c) is supplied to receiving Party by a third party which the

receiving Party in good faith believes is free to make such
disclosure and without restriction on disclosure;
d) is disclosed by the disclosing Party to a third party generally,

without restriction on disclosure;
e) is independently developed by the receiving Party without use

of any confidential information provided by the disclosing Party.
33.2 Services Provider shall ensure that neither it nor any of its Services
Providers and/or suppliers advertise, publish or otherwise disclose in any
form the appointment of Services Provider as a supplier of the Solution and
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the Services, the terms of this Agreement, nor make any reference to
Ericsson or End Customer(s) without Ericsson’s prior written approval. All
copies of material relating hereto which is intended for publication in any
form must first be submitted to Ericsson for approval.
33.3 The obligation of confidentiality set out in this Article 34 (Confidentiality),

shall survive the termination or expiration of this Agreement for a period of
five (5) years.
34 PERFORMANCE GUARANTEE
34.1 Services Provider shall, as a guarantee for its undertakings under this
Agreement, furnish a Performance Guarantee in favor of Ericsson. The
Performance Guarantee shall be provided prior to commencement of any
activities under this Agreement and shall be:
a) equal to a sum of thirty per cent (30 %) of the total value of this
Agreement during the execution of Services Provider’s obligations, and
ten per cent (10 %) during the warranty period stated in Article 13
(Services Provider Warranties);
b) issued by way of a Bank Guarantee Bond (boleta de garantía bancaria)

in USD or EUR, by a Chilean bank accepted by Ericsson;
c) payable upon first written demand of Ericsson to any amount up to the

total sum of the Performance Guarantee;
d) valid, unconditional and irrevocable during the force of the Agreement

and until one (1) month after the expiry of the warranty period; and
e) otherwise with form and substance acceptable to Ericsson.
34.2 The amount of the Guarantee Bond may be reduced by mutual agreement of
the Parties in the case of suppression or cancellation by Ericsson of project
milestones.
34.3 If for any reason the term of duration of the project is extended and
consequently the Agreement is extended, the Services Provider is obligated
to renew or substitute the Guarantee Bond at least 60 days prior to its expiry,
so that it remains valid for the extended term, and until one (1) month after
the expiry of the warranty period.
34.4 Any condition distinct from the aforementioned which means that the
referred Guarantee Bond is not accepted by Ericsson shall mean that the
Services Provider incurs in a delay exclusively attributable to it in the
implementation of this Agreement.
34.5 It shall not be understood in any case that the amount of this Guarantee
limits in any manner the liability of the Services Provider facing Ericsson.
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34.6 In addition to the above guarantee, [TBC Services Provider’s ultimate parent
company] shall provide an irrevocable and unconditional guarantee, as a
debt of its own, with regard to Services Provider’s obligations and/or
liabilities under this Agreement. Such guarantee shall be provided separately
in writing. The said guarantee shall be provided not later than 30 days upon
the signature of this contract and Ericsson has no payment obligation etc.
until Ericsson has received the said guarantee.
35 TERMINATION
35.1 Ericsson shall be entitled to terminate this Agreement in whole or in part

immediately if:
a) material changes take place in the conditions concerning the

ownership or control with respect to Services Provider, or that the
whole or part of Services Provider's business engaged under this
Agreement is sold or transferred to a person or entity which directly
or indirectly competes with Ericsson; or
b) Services Provider should pass a resolution, or any court should make

an order, that Services Provider shall be wound up or if a trustee in
bankruptcy or insolvency, liquidator, receiver, or manager on behalf
of a creditor should be appointed or if circumstances shall arise which
would entitle the court or a creditor to make a winding-up order, or if it
otherwise is likely Services Provider is insolvent.
35.2 Ericsson shall be entitled at any time to terminate this Agreement, in whole
or in part, by giving Services Provider a thirty (30) Days written notice.
35.3 In the event of Ericsson’s termination under Article 36.1 above, Ericsson
shall pay to Services Provider the actual direct costs incurred up to the time
of termination. However, Services Provider’s charge shall never exceed the
price specified in this Agreement. Services Provider shall not be entitled to
any other compensation. In the event of Ericsson’s termination under Article
36.2 above, Services Provider shall be entitled to pro rata payment for the
Solution performed up to the day of termination of the Agreement or part of
it.
35.4 In case of material breach of this Agreement, or parts thereof, by either

party, not remedied within thirty (30) Days from the date of the receipt of the
other party's written notice of such breach (specifying, inter alia, the date of
notice and the breach) the other party shall have the right to terminate this
Agreement, or parts thereof, with immediate effect. Upon such termination,
the party who terminates shall be entitled to claim compensation for the
damages, which the same party has suffered as a consequence of the
default and the termination.
35.6 Should Ericsson be entitled to compensation under this Article, Ericsson

shall have the right, without prejudice to any other way of recovery, to deduct
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the amount or payment from any sum which is due or outstanding or

otherwise from amounts or payments becoming due to Services Provider.
35.7 Termination of this Agreement for any cause shall not release either party
hereto from any liability which at the time of termination has already accrued
to the other party hereto or which thereafter may accrue in respect to any act
or omission prior to termination.
35.8 Provisions contained in this Agreement that are expressed or by their sense
and context are intended to survive the termination of this Agreement, shall
so survive the termination.
36 ENTIRE AGREEMENT
This Agreement sets forth and shall constitute the entire agreement between
Ericsson and Services Provider with respect to the subject matter hereof,
and shall supersede any and all prior agreements, understandings, promises
and representations made by one Party to the other concerning the subject
matter.
37 ASSIGNMENT
37.1 Neither Party shall have the right to assign this Agreement or any right
herein without the prior written consent of the other Party. Such consent
shall not be unreasonably withheld. Notwithstanding this, Ericsson shall
always be entitled to assign this Agreement to another Ericsson Company
38 NOTICES
38.1 All notices required by this Agreement shall be furnished by hand delivery,
certified post, telex, or telefax to the following addresses:
To SERVICES PROVIDER To ERICSSON
All notices shall only be effective on receipt.
38.2 Either Party may change its address by a notice to the other Party in the
manner set forth above.
39 LANGUAGE
39.1 The English language in which this Agreement is written shall be the
language to be used in all documents and correspondence related to the
execution of this Agreement.
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40 GOVERNING LAW AND DOMICILE
40.1 For all legal and contractual purposes, the Parties set their domicile in
Santiago and are subject to the jurisdiction of the ordinary courts with seat
and jurisdiction in the borough of Santiago. This Agreement shall be
governed by, and construed in accordance with, the laws of the Republic of
Chile.
41 ARBITRATION
41.1 Any difficulty or controversy arising among the parties to the contract with
respect to the application, interpretation, duration, validity or execution of the
contract, or for any other reason, shall be submitted to arbitration pursuant to
the Rules of Arbitration Procedure of the Santiago Arbitration and Mediation
Center in effect at the time of its initiation.
41.2 The parties confer an irrevocable special power of attorney upon the
Santiago Chamber of Commerce so that it may, at the written request of any
of the parties, appoint an arbitrator from among the members of the
arbitration corps of the Santiago Arbitration and Mediation Center, who will
be empowered to act as arbitrator-at-law with regard to the substance of the
dispute and as ex aequo et bono with regard to the procedure.
41.3 There shall be no remedy against the arbitrator's resolutions. The arbitrator
is especially empowered to resolve any matter relating to his/her
competence and/or jurisdiction.
42 EXPORT AND IMPORT REGULATIONS
42.1 Services Provider is responsible for obtaining and maintaining any export
license(s) required for delivery of the Services to Ericsson and/or End
Customer.
42.2 If Services Provider is unable to obtain or maintain the export license(s),

Ericsson may terminate this Agreement or part thereof, which may be
affected by the aforesaid license.
42.3 Services Provider shall inform of and issue all documentation which may be
required by law, regulation or reasonably requested by Ericsson regarding
the export, import or re-export of the Services. In particular, Services
Provider is responsible to continuously provide detailed technical
documentation, certificate of origin and the so called export control
commodity number (the “ECCN code”) for the Services according to the US
export administration regulations, or the corresponding data according to
other applicable regulations. This information shall be updated on an
ongoing basis when updates of the software are provided or when new
regulations come into effect.
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42.4 The information requested by Ericsson in accordance with Article 43.4 shall
be provided by Services Provider within one (1) calendar week from the
request. The first relevant ECCN codes shall be provided within seven (7)
days after the Effective Date.
43 UNITED NATIONS CONVENTION
43.1 The United Nations Convention on Contracts for the International Sale of
Goods shall not apply to this Agreement.
44 COPIES OF AGREEMENT
This Agreement has been duly signed by the Parties in two originals and the
Parties have taken one each.
[ERICSSON] [SERVICES PROVIDER]
By ................... By ....................
Name ................. Name ................
Title ................ Title..................
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System Integration Agreement MTP Ericsson

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System Integration Agreement MTP Ericsson

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SYSTEM INTEGRATION AGREEMENT

ERICSSON CHILE S.A., RUT Nº 91.162.000-6, represented by Mr.

WHEREAS Ericsson sells telecommunication solutions and has entered into

WHEREAS Services Provider is an experienced company with a

WHEREAS, Ericsson expects that Services Provider will be a reliable,

“Acceptance Activities” means the validations, tests and demonstrations

compliance of the Solution with the Acceptance

“Acceptance Criteria” means the criteria agreed to be used when

“Acceptance Date”, means the date(s) when the Solution, or parts

“Acceptance Milestones” means the separate project milestones that

“Acceptance Plan” means the documents describing the detailed

“Acceptance Test” means the test(s) to be carried out in order to

“Actual Date of means the date as further defined in Article

“Agreed Date of means the date when according to the time

"Agreement", means this Agreement including all Appendices,

”Background” means (i) all IPR’s and (ii) Know-How; which is

“Business Days” means the normal working days of Ericsson .

“Commercial Exploitation”, means to design, develop, manufacture, have

“Documentation” means the documentation supplied by Services

“End Customer” means Entel Group (Chile and Peru)

“Environment” means the End Customer environment specified

"Ericsson Company" means Telefonaktiebolaget LM Ericsson or any

”Foreground” means (i) all IPR’s and (ii) Know-How; which

”IPR” means any intellectual property right such as

”Know-How” means any secret or overt knowledge or

“Party (ies)” means Ericsson and Services Provider

”Performance Guarantee” means the performance guarantee as further set

“Responsibility Matrix” means the matrix set out in Appendix 1

"Services", means the services necessary to implement the

“Solution” means the solution to be integrated consisting of

“Territory” means Chile and Peru.

“Time Schedule”, means the program of work, which is specified in

“Variation”, means an agreed variation as set out in Article 9

Other capitalized expressions used in this Agreement shall have the

References to articles and appendices are, unless otherwise provided,

a) This Agreement document

Appendix 1 Statement of Work

Appendix 3 Service Level Agreement Key

Appendix 5 Code of Conduct

Appendix 6 Directive regarding banned and restricted

Appendix 7 Labor Obligations

Appendix 8 Tax Clauses for supplier contracts

Appendix 9 Ericsson Code of Conduct OHS

Appendix 10 Supplier Environmental Requirements

Appendix 11 General Conditions for Services

Appendix 12 Security Regulations

Appendix 14 Ericsson code of Business Ethics

5.1 This Agreement concerns Services Provider’s undertaking as Services

7.2 The Solution shall in addition to what is stated in Appendix 1 (Statement of

7.3 The Services shall in addition to what is stated in Appendix 1 (Statement of

performance and provision of the Solution.

8 SERVICES PROVIDER’S OBLIGATIONS

8.1 In addition to delivering the Solution as set out in Article 7 (Scope of

Services Provider shall:

c) perform its obligations so that each agreed delivery milestone is

e) designate personnel that is adequately and suitably qualified, competent

f) Without undue delay and at the sole request of Ericsson, replace

g) not, directly or indirectly, solicit, offer employment to or otherwise induce

or sub-Services Providers who are assigned to an ongoing assignment

h) establish and maintain quality and environmental systems in

i) comply with the applicable requirements in Appendix 5 (Code of

j) support Ericsson when Ericsson and/or End Customer at any time, at no