Unassociated Document


    *
      CERTAIN
      INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
      COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
      OMITTED PORTIONS.

     

    Frame
      Agreement

     

     

    concerning
      the purchase

     

    of

    


     

    Handsets
      and Accessories

     

      
        

      

    

     

    
      	
              Contract
                no.

              of

            	
              2004-1432

              [*]

            
	 	
              valid
                from

            	
              [*]

            	
              until

            	
              [*]

            
	
              Contract
                between

            	
              [*]

            	
              as
                purchaser

              hereinafter
                referred to as "[*]"

            
	
              And

            	
              IXI
                MOBILE (EUROPE) LTD 

              37
                Broadhurst Gardens

              London
                NW6 3WT

              United Kingdom 

            	
              as
                Supplier

              hereinafter
                referred to as "Supplier”

            


    

    

      
        	
                [*]

              	 	
                Created
                  in: [*]

                Printed
                  in: [*]

                Created
                  by:  Handset
                  Sourcing Team

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    


    
      	 	
              Frame
                Agreement

              Supplier

            
	 	
              Page:
                2

            


    


    
      Content:


      
        	
                1
                  Introduction

              	
                4

              
	 	 
	
                2
                  Definitions

              	
                5

              
	 	 
	
                3
                  Subject of the Frame Agreement

              	
                8

              
	 	 
	
                4
                  Parts and Application of the Frame Agreement

              	
                8

              
	 	 
	
                5
                  Delimitation

              	
                9

              
	
                5.1     
                  Territory

              	
                9

              
	
                5.2      
                  Independent Trader

              	
                9

              
	
                5.3      
                  No Representation

              	
                9

              
	 	 
	
                6
                  Deliverables of Supplier

              	
                9

              
	
                6.1      
                  Products and Accessories

              	
                9

              
	
                6.2      
                  Software

              	
                9

              
	
                6.3      
                  Packages

              	
                9

              
	
                6.4      
                  Type Approval

              	
                10

              
	
                6.5      
                  Pre-Configuration of Handsets

              	
                10

              
	
                6.6      
                  Testing of the Products

              	
                10

              
	
                6.7      
                  Repair & Repair Services Management

              	
                10

              
	
                6.8      
                  Samples, Dummies and Accessories

              	
                11

              
	
                6.9     
                   Documentation

              	
                11

              
	
                6.10    
                  Training

              	
                11

              
	 	 
	
                7
                  Scheduling, Quantity Structure & Ordering
                  Procedures

              	
                11

              
	
                7.1     
                  [*]
                  and Ordering Procedures

              	
                11

              
	
                7.2      
                  Information Flow

              	
                12

              
	 	 
	
                8
                  Prices and Terms of Payments

              	
                12

              
	
                8.1      
                  Pricelist

              	
                13

              
	
                8.2      
                  Price Settings

              	
                13

              
	
                8.3      
                  Remuneration

              	
                13

              
	
                8.4     
                   Assignment and pledging of receivables

              	
                13

              
	
                8.5      
                  [*]

              	
                13

              
	
                8.6      
                  [*]

              	
                13

              
	 	 
	
                9
                  Benchmarking

              	
                13

              
	
                9.1      
                  [*]

              	
                13

              
	
                9.2      
                  [*]

              	
                13

              
	 	 
	
                10
                  Promotion Activities

              	
                
                  13

                

              
	
                10.1    
                  Marketing, Advertising and Sales Promotion

              	
                
                  13

                

              
	
                10.2    
                  Public Relations

              	
                
                  13

                

              
	 	 
	
                11
                  Distributor

              	
                14

              
	 	 
	
                12
                  Import Details

              	
                14

              
	 	 
	
                13
                  Delay of Delivery and Shipping

              	
                14

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        

          
            	 	
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                13.1   
                   Hard Milestones

              	
                14

              
	
                13.2    
                  Soft Milestones

              	
                 

              
	 	 
	
                14
                  Warranty & Liability

              	
                14

              
	
                14.1   
                   Warranty

              	
                
                  14

                

              
	
                14.2    
                  Interoperability between Network and Handsets

              	
                15

              
	
                14.3    
                  Epidemic Failure

              	
                
                  15

                

              
	
                14.4    
                  Liability

              	
                 

              
	
                14.5    
                  Force Majeure

              	
                 

              
	 	 
	
                15
                  Intangibles

              	
                15

              
	
                15.1   
                   Software

              	
                
                  15

                

              
	
                15.2    
                  Intellectual Property Rights

              	
                16

              
	
                15.3   
                   Trademark and Marking

              	
                16

              
	 	 
	
                16
                  Confidentiality

              	
                18

              
	 	 
	
                17
                  Frame Agreement Specifications

              	
                20

              
	
                17.1  
                    Terms and Termination of the Frame Agreement

              	
                 

              
	
                17.2   
                   Amendments to the Frame Agreement

              	
                 

              
	
                17.3    
                  Severability Clause

              	
              
	
                17.4    
                  Assignment of this Frame Agreement

              	
              
	 	 
	
                18
                  Applicable Law and Jurisdiction

              	
                20

              
	 	 
	
                19
                  Execution

              	
                20

              
	 	 


      

    


    
      
        
        

      

      
        
        

        
          

        

      

       

    

    

      
        	 	
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    1
      Introduction

     

    
      	
               ̈

            	
              Whereas
                the Parties have agreed to engage in a clear and effective business
                relationship;

            


    

     

    
      	
               ̈

            	
              Whereas
                the Parties wish to have predefined terms and conditions, proceedings
                and
                ways of interacting in order to simplify contract handling by referencing
                to this Frame Agreement;

            


    

     

    
      	
               ̈

            	
              Whereas
                Supplier intends to sell, market and distribute Mobile Handsets and
                its
                Accessories;

            


    

     

    
      	
               ̈

            	
              Whereas
                [*]
                is
                highly interested in selling, marketing and distributing Mobile Handsets
                and its Accessories from Supplier;

            


    

     

    the
      Parties agree as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    


    
      	 	
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                Agreement

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    2
      Definitions

    

      
        	
                Affiliate

              	 	
                An
                  economic/juridical entity that is controlled by more than 50% of
                  voting
                  power by a Party, an economic/juridical entity that controls a
                  Party by
                  more than 50% of the voting power or an economic/juridical entity
                  that is
                  controlled by more than 50% of the voting power by the same
                  economic/juridical entity that controls a Party;

              
	 	 	 
	
                Annex

              	 	
                Document
                  attached to this Frame Agreement;

              
	 	 	 
	
                Accessories

              	 	
                All
                  equipment, that supports the use of a Handset and/or enlarges the
                  possibilities in using it according to Suppliers’ Accessries
                  List;

              
	 	 	 
	
                [*]

              	 	
                [*];

              
	 	 	 
	
                Benchmarking

              	 	
                Comparison
                  with other companies of the same market on measurable, specific
                  and
                  applicable indications of a defined technical or commercial
                  performance;

              
	 	 	 
	
                Contract

              	 	
                Any
                  binding set of documents which refers to a commercial agreement
                  entered
                  into between the parties such as the Commercial Agreement concerning
                  the
                  purchase of commercially traded Products, the Commercial Agreement
                  concerning the purchase of UMTS Products based on 3 GPP or
                  alike;

              
	 	 	 
	
                Customised

              	 	
                Any
                  function of/or a Deliverable that is developed, designed and made
                  for
                  Operator only;

              
	 	 	 
	
                Date
                  of Delivery

              	 	
                Latest
                  date of a day when Deliverables are to be or have been
                  delivered;

              
	 	 	 
	
                Date

              	 	
                Day,
                  month and year, where business is conducted. For deadlines shall
                  apply in
                  any case the date for a day. For a date on which no business is
                  conducted,
                  the deadline of the last day of business shall be
                  applied;

              
	 	 	 
	
                Deliverable

              	 	
                Any
                  Hardware, Software, Service(s), Maintenance including all related
                  Documentation and/or combination thereof;

              
	 	 	 
	
                Delivery

              	 	
                Actual
                  supply (Delivery) to the agreed address, always in physical form
                  either
                  document, tape, disk or equipment;

              
	 	 	 
	
                Distributor

              	 	
                Economic
                  entity with the contractually stipulated purpose to distribute
                  the
                  Products for Operator

              
	 	 	 
	
                Documentation

              	 	
                Information
                  concerning a Product or Deliverable with the purpose to explain,
                  to
                  specify, to document, to operate and to train it. It does not include
                  internal design documents for standard Deliveries;

              
	 	 	 
	
                End-Users

              	 	
                Customers
                  using UMTS/GSM/GPRS Infrastructure with Handsets;

              
	 	 	 
	
                Epidemic
                  Failure

              	 	
                Is
                  a failure, which appears above-average frequently by the same type
                  of
                  Handset. Above-average frequently means, that more than [*] percent
                  or [*]
                  units, whichever is [*] of the purchased volume of this Handset
                  type (sold
                  to end-user) is affected of this same failure during the period
                  of four
                  consecutive weeks.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        

          
            	 	
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                Forecast

              	 	
                The
                  rolling planning part of the ordering procedure from the purchasing
                  unit
                  of Operator to Supplier;

              
	 	 	 
	
                Frame
                  Agreement

              	 	
                The
                  entire and signed agreement between Supplier and [*] related to
                  the
                  Delivery of Handsets represented by this Contract with all attached
                  contractual documents;

              
	 	 	 
	
                GPRS

              	 	
                General
                  Packet Radio Service enhanced mobile communication platform in
                  the
                  evolution to third generation;

              
	 	 	 
	
                GSM

              	 	
                Global
                  System for Mobile Telecommunication, the second generation of mobile
                  communication;

              
	 	 	 
	
                Hard
                  Milestones

              	 	
                Exact
                  deadline for performance with a specific reference to clause 13.1
                  of this
                  Frame Agreement;

              
	 	 	 
	
                Intellectual
                  Property

              	 	
                Shall
                  mean all intellectual property rights and proprietary rights including
                  but
                  not limited to any copyright, patent, registered industrial designs,
                  trade
                  marks, service marks, source codes, specifications, any logo(s)
                  or any
                  rights subsisting everywhere or any application for any of the
                  foregoing
                  and any modifications, improvements, developments or enhancements
                  thereto;

              
	 	 	 
	
                Maintenance

              	 	
                Improvements
                  performed on Deliverables to ensure their optimal
                  function;

              
	 	 	 
	
                Milestone

              	 	
                A
                  date specified as such in the time schedule by which Deliveries
                  and/or
                  activities indicated in the time schedule shall start at the latest
                  and/or
                  an event when Delivery of described results will take place. Milestones
                  may be detailed in "Delivery Milestones" (a day on which a product
                  is to
                  be delivered by one or the other party) and "start milestones"
                  (a day on
                  which an activity must have begun);

              
	 	 	 
	
                Operator

              	 	
                [*]
                  and all of its Affiliates;

              
	 	 	 
	
                Order
                  Acceptance

              	 	
                Written
                  confirmation to accept an Order;

              
	 	 	 
	
                Order

              	 	
                Receipt
                  of a duly signed document from Operator to Supplier, confirming
                  acceptance
                  of a quotation in full or in part for a Deliverable, stating quantities,
                  price, type of product, and requested delivery date;

              
	 	 	 
	
                Party

              	 	
                [*]
                  or Supplier;

              
	 	 	 
	
                Parts

              	 	
                A
                  basic Part of a system or sub-system, which cannot be usefully
                  subdivided;

              
	 	 	 
	
                Pricelist

              	 	
                Information
                  about list prices for Operator furnished and maintained by
                  Supplier;

              
	 	 	 
	
                Product,
                  Product range

              	 	
                Handsets
                  and Accessories;

              
	 	 	 
	
                Quotation

              	 	
                Duly
                  signed offer with itemised specifications for a Product/Deliverable
                  and
                  services from Supplier to Operator;

              
	 	 	 
	
                Soft
                  Milestones

              	 	
                Due
                  dates and deadlines without a specific reference to clause 14.1
                  of this
                  Frame Agreement;

              
	 	 	 
	
                Specification

              	 	
                Full
                  description of the functionality, the means and the purpose of
                  a
                  Deliverable;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        

          
            	 	
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                Standard

              	 	
                Specification
                  set by the widespread use in a market (de facto) or by an accepted
                  body
                  (de iure);

              
	 	 	 
	
                Handset
                  (2G)

              	 	
                (also
                  Mobile Handset):

              
	 	 	 
	 	 	
                An
                  End-User equipment according to 2GSM specifications and, where
                  applicable,
                  2+GSM specifications, that allows voice and/or data communication
                  over
                  GSM/GPRS networks and all equipment, which is necessary for a normal
                  and
                  continuous use of the Handset such as battery charger, external
                  software
                  (e.g. CD-ROM) and data-cable (if applicable). This term includes
                  devices
                  such as voice centric phones, smartphones, communicators, cardphones,
                  PC-cards, GSM-modules for specific applications. If there is a
                  built-in
                  mobile communication module or a jacket for GSM then organisers,
                  PDAs,
                  Pocket PCs, Mininotebooks, Web- or Screenpads are considered as
                  Handsets
                  as well. This list of devices is not exhaustive;

              
	 	 	 
	
                Handset
                  (3G)

              	 	
                (also
                  Mobile Handset):

              
	 	 	 
	 	 	
                An
                  End-User equipment according to 3GPP, that allows voice or data
                  communication over 3G and GSM/GPRS networks and all equipment,
                  which is
                  necessary for a normal and continuous use of the Handset such as
                  battery
                  charger. This term includes devices such as voice centric phones,
                  smartphones, communicators, cardphones, PC-cards, 3G modules for
                  specific
                  applications. If there is a built in mobile communication module
                  for UMTS
                  then organisers, PDAs, Pocket PCs, Mini-notebooks, Web- or Screenpads
                  are
                  considered as Handsets as well. This list of devices is not
                  exhaustive;

              
	 	 	 
	
                Territory

              	 	
                Contractually
                  agreed geographical scope for reselling of Product delivered under
                  the
                  Frame Agreement and the Commercial Agreements;

              
	 	 	 
	
                UMTS
                  (3G)

              	 	
                Universal
                  Mobile Telecommunications Systems, the third generation of mobile
                  communication;

              
	 	 	 
	
                UMTS-Product(s)

              	 	
                Products
                  related to the UMTS Project;

              
	 	 	 
	
                Working
                  Days 

              	 	
                Mondays
                  to Fridays, with the exception of official public holidays in the
                  country
                  of the Operator and according to the Operator's working
                  time;

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    


    
      	 	
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    3
      Subject of the Frame Agreement

     

    This
      Frame Agreement states the terms and conditions applicable to all aspects in
      connection to the Delivery of Mobile Handsets and its Accessories to [*] for
      reselling.

     

    
      
        4
          Parts and Application of the Frame
          Agreement

      

    

     

    The
      following documents form integral parts of the Frame Agreement in the order
      they
      are listed:

     

    
      	 	
              i.

            	
              This
                Frame Agreement document
                itself

            


    

     

    
      	 	
              ii.

            	
              Global
                Annexes

            


    

     

    Global
      Annex 1 "Scheme of Contractual Structure"

     

    Global
      Annex 2 "Shipping instructions for Suppliers of [*]"

     

    Global
      Annex 3 “Process of Product Change Management”

     

    
      	 	
              iii.

            	
              Commercial
                Agreements

            


    

     

    Commercial
      Agreements shall be concluded under the provisions of the Frame Agreement.
      They
      shall cover all economic terms and conditions for a period of [*]. They shall
      be
      supplementary to the Frame Agreement and consist of the “Commercial Agreement”
itself and its Local Annexes e.g.:

     

    
      	 	
              -

            	
              Commercial
                Agreements concerning the purchase of commercially traded Products
&
                Local Annexes Commercial Agreements for UMTS Products based on 3GPP
                (Test
                & Trial) & Local Annexes

            


    

     

    Both
      Parties confirm, that they are in possession of the above-mentioned documents
      of
      the Frame Agreement. Supplier understands and accepts the Contractual Structure
      as stated in the Global Annex 1 “Scheme of Contractual Structure”.

     

    The
      above-mentioned list of documents of the Frame Agreement is not exhaustive
      as
      new documents (Commercial Agreement, Annexes) may be added from time to time
      upon the written agreement of the Parties.

     

    In
      case
      of contradictions between the Frame Agreement document and the Global Annexes
      they shall prevail in the order listed above.

     

    In
      case
      of contradictions between the Frame Agreement and the Commercial Agreement
      the
      Frame Agreement shall prevail unless the Commercial Agreement states explicitly
      a wilful deviation of the Parties from a specified clause of the Frame
      Agreement.

     

    The
      general terms and conditions of Supplier and [*] are waived unless attached
      to
      this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    


    
      	 	
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                Agreement

              Supplier

            
	 	
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    5
      Delimitation

     

    
      	
              5.1

            	
              Territory

            


    

     

    The
      whole
      territory of [*]
      shall
      be
      the Territory for reselling of Product delivered under the Frame Agreement
      and
      the Commercial Agreements.

     

    
      	
              5.2

            	
              Independent
                Trader

            


    

     

    [*]
      shall
      be an independent trader (reseller) of the Handsets and Accessories from
      Supplier. [*] buys and sells the Products in its own name and for its own
      account.

     

    
      	
              5.3

            	
              No
                Representation

            


    

     

    This
      Frame Agreement does not authorise either Party to engage in transactions in
      the
      name of the other.

     

    
      
        6
          Deliverables
          of Supplier

      

    

     

    
      	
              6.1

            	
              Products
                and Accessories

            


    

     

    The
      range
      of Deliverables for this Frame Agreement is defined as follows:

    

       ̈ The
        whole
        and actual Mobile Handset Product range of Supplier.

       

    

    
      	 	
               ̈

            	
              Any
                new and/or additional Product(s) and/or new versions of Products
                and any
                related Accessories therefore.

            


    

     

    
      	
              6.2

            	
              Software

            


    

     

    Releases
      and updates of software associated with the operating system shall be delivered
      free of charge over the lifetime of the Handset. Supplier shall support [*]
      in
      an appropriate way. 

     

    Releases
      and updates of software used with the Handset type shall be delivered free
      of
      charge during the warranty period, provided however, that the software has
      no
      new or additional functionalities.

     

    Major
      software upgrades, which enhances Product functionalities will be chargeable
      at
      an agreed price.

     

    
      	
              6.3

            	
              Packages

            


    

     

    Product
      packaging will be carried out by Supplier and shall basically not be modified
      by
      [*]. If required by certain circumstances [*] shall be authorised to modify
      the
      Packages with the written consent of Supplier, which Supplier shall not
      unreasonably withhold. Modify means to add important information in any form
      for
      the End-user. 

     

    The
      cost
      of production of the packages shall be included in the prices of Handsets.
      

     

    Bundles
      shall be discussed and agreed case by case with Supplier and the respective
      unit
      of [*] with regard to co-branding, co-marketing and the determination of the
      components. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	 	
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              6.4

            	
              Type
                Approval

            


    

     

    Supplier
      is responsible to [*] for ensuring that its Products meet the relevant
[*]
      legal
      regulations and EU conformity requirements. The Handset has to be certified
      under the GCF (Global Certification Forum) scheme. [*] will inform Supplier
      on
      any Swiss legal regulation it is aware of. 

     

    The
      CE
      label must be added to the Products in a reasonably permanent and clearly
      legible way. The Supplier shall undertake - at its own cost - SAR measurements
      and shall appropriately publish the results as required by applicable law or
      regulation.

     

    If
      any of
      these obligations regarding type approval are not met and [*] contacts [*],
      [*]
      shall notify Supplier without delay. Supplier shall handle the issue directly
      with [*] or any other competent authority at Supplier's own cost and risk.
      Supplier shall hold [*] with regard to such type approval harmless of all costs
      and damages awarded by a competent authority against [*] and shall give all
      the
      necessary support for a solution.

     

    
      	
              6.5

            	
              Pre-Configuration
                of Handsets

            


    

     

    The
      pre-configuration of Handsets is a basic necessity for [*]’s sales business.
      Details concerning the pre-configuration are fixed in the respective Commercial
      Agreement.

     

    
      	
              6.6

            	
              Testing
                of the Products

            


    

     

    Handsets
      delivered by Supplier, according to the HTS (Handset Term Sheet) as applicable
      shall be subjected to tests in accordance with the international standards
      and
      the specific requirements of the [*] network. If the delivered Handsets fail
      these tests [*] shall have the right to return them to Supplier. Returned
      Handsets shall be counted as not delivered.

     

    Any
      major
      technical deviations from international standards can be subject to fail the
      tests performed by [*]. 

     

    The
      failure of [*] to identify faults of the Deliverables during the tests shall
      not
      relieve Supplier from correcting such faults once they have been found at no
      additional cost for [*] according to clause 14.1 Warranty. 

     

    [*]
      shall
      either (1) approve the successfully passed tests, or (2) approve the test with
      reservation listing as detailed as possible the tests which could not be done
      due to technology limitations or (3) shall notify Supplier that the tests were
      not passed. Such approvals and notices shall be made in writing. Supplier may
      deliver a certain type of Handset only after having received an approval (with
      or without reservation). Once such approval is given Supplier is authorised
      to
      ship the approved products.

     

    Supplier
      states hereinafter the standards (standards of ISO etc.) it applies for testing
      its own Products in the area of production and Delivery:

     

    - ISO
      9001
      certified

     

    - ISO
      14001certified

     

    
      	
              6.7

            	
              Repair
                & Repair Services
                Management

            


    

     

    Supplier
      shall provide a clear, efficient and economical repair cycle to handle warranty
      cases, maintenance and to repair defective Products in a reasonable timeframe
      as
      well as to deliver spare parts if needed.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	 	
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    All
      details concerning Repair & Repair Services Management are agreed between
      Parties and are fixed in the Contract concerning After Sales
      Services.

     

    
      	
              6.8

            	
              Samples,
                Dummies and Accessories

            


    

     

    Supplier
      undertakes to deliver Samples, Dummies and new Accessories as requested by
      [*]
      and mutually agreed in the respective Commercial Agreement.

     

    
      	
              6.9

            	
              Documentation

            


    

     

    Supplier
      shall provide complete Documentation of the Products including user instructions
      and information concerning operation in a format, which can be reproduced by
      [*]. On [*]’s request Supplier shall supply additional documentation against
      special remuneration.

     

    [*]
      may
      copy, use and distribute the user instructions for the purposes in accordance
      with this Frame Agreement. No other license to intellectual property of Supplier
      is granted to [*]. Supplier reserveseany and all rights not expressly granted
      to
      [*] hereunder.


     

    Documentation
      enclosed with the Product shall be in German/French/Italian and in English
      or
      otherwise agreed.

     

    
      	
              6.10

            	
              The
                copyrights, patents and any trademarks related to Products, manuals,
                packages and other Documentation shall remain with Supplier.
                Training

            


    

     

    Supplier
      shall provide training for [*]. The scope of this training shall be specified
      more detailed in the Commercial Agreement or with the initial order. If [*]
      staff can train itself sufficiently based on the Documentation, then the
      Documentation and End-Users instructions are considered as
      sufficient.

     

    
      
        7
          Scheduling,
          Quantity Structure & Ordering
          Procedures

      

    

     

    
      	
              7.1

            	
              [*]
                and Ordering Procedures

            


    

     

    The
      objectives and predictions of the quantity structure or yearly sold amount
      of
      Handsets is defined and agreed with Supplier in the respective Commercial
      Agreement. 

     

    [*]

     

    The
      Orders will be submitted with [*]’s Order form. 

     

    The
      individual Orders shall be issued in writing exclusively by the sole [*] unit
      entitled to purchase:

     

    [*]

     

    [*]

     

    [*]

     

    Supplier
      shall refer all other organisational units of [*] to the entitled purchasing
      unit of [*].

     

    Supplier
      shall confirm Orders and Delivery deadlines within [*]
      starting
      with the day of reception of the official Order from [*]. No order shall be
      deemed accepted without Supplier’s written confirmation. The written
      Confirmation shall become binding upon the date of the
      confirmation.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	 	
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              7.2

            	
              Information
                Flow

            


    

     

    
      	7.2.1	
              Product
                Road Map of Supplier

            


    

     

    Supplier
      shall proactively inform [*] regarding existing and new products (e.g. Handsets
      and accessories) and marketing and sales activities of the Supplier on the
      Territory. .

     

    
      	7.2.2	
              Duty
                to inform

            


    

     

    Supplier
      shall promptly provide information to [*] regarding relevant problems observed
      world-wide in conjunction with the use of its products in the market which
      the
      Suppliers believes may have material impact in the Territory, as well as the
      knowledge Supplier has obtained about possible causes and
      workaround.

     

    
      	7.2.3	
              Information
                Exchange

            


    

     

    For
      a
      better strategic planning and coordination the Parties agree to participate
      in
      meetings upon invitation of [*]. The goal of such meetings is on the one hand
      to
      give Supplier some information about the stage of affairs, sales performance,
      running projects including Products of Supplier and to present projections
      and
      trends of purchasing volumes in the future. On the other hand Supplier has
      the
      possibility to present new Products, which will be launched in the near future
      and to give an overview over the strategic orientation of Supplier’s company in
      the telecommunication market and over Supplier’s Product range (news and
      trends). 

     

    
      
        8
          Changes
          to Products

      

    

     

    The
      contracting Parties may apply for changes to the standard Products in writing
      at
      any time. Should SCM require a change to be made, Supplier shall inform [*]
      within [*]
      whether
      or not the change is feasible and what effect the change will have on the
      Product to be delivered as well as on payments and deadlines. If necessary,
      Supplier shall submit proposals for alternatives which could produce better
      commercial or operational results. SCM shall decide by the same deadline whether
      or not the change is to be carried out, if Supplier deems it feasible. If
      Supplier requests a change, SCM shall accept or reject the request within the
      same deadline. SCM shall not unreasonably deny cost reduction proposals from
      Supplier.

     

    Any
      changes must be set down in writing in the form of a signed addendum to the
      contract prior to execution. Any adjustment to payments shall be based on the
      original cost base. The Parties shall apply the process as set out in Global
      Annex 3 “Process of Product Change Management”

     

    Unless
      otherwise arranged, delivery of Products shall be continued and will not be
      deemed to be restricted by the above.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	 	
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        9
          Prices
          and Terms of Payments

      

    

     

    
      	
              9.1

            	
              Pricelist

            


    

     

    Prices
      shall accord basically with the “[*]”
(if
      existing) or “[*]”
from
      Supplier as stated in the respective annexes of the Commercial Agreements.
      

     

    In
      the
      event of price adjustments (lower prices for current Products) or new prices
      for
      new Products, [*] shall be contacted [*]
      and
      a new
      Pricelist shall be issued and agreed between Parties.

     

    [*]

     

    
      	
              9.2

            	
              Price
                Settings

            


    

     

    [*]
      may
      freely set its resale prices for all Deliverables.

     

    
      	
              9.3

            	
              Remuneration

            


    

     

    The
      remuneration shall cover all goods and services required for the due fulfilment
      of the Frame Agreement. In particular, the remuneration shall include
      Documentation, packaging, transport, insurance and unloading costs, and
      configuration costs, including manual configuration for the first commercial
      volumes. Any other costs, fiscal or other public duties shall be agreed in
      the
      Commercial Agreement.

     

    
      	
              9.4

            	
              Assignment
                and pledging of
                receivables

            


    

     

    Receivables
      due to Supplier may not be assigned or pledged to any third parties, which
      is
      not an Affiliate of the Supplier without [*]’s written permission.

     

    
      	
              9.5

            	
              [*]

            


    

     

    [*] 

     

    
      	
              9.6

            	
              [*]

            


    

     

    [*]

     

    
      
        10
          Benchmarking

      

    

     

    Information
      on benchmarking is considered confidential information.

     

    
      	
              10.1

            	
              [*]

            


    

     

    [*]

     

    
      	
              10.2

            	
              [*]

            


    

     

    [*] 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	 	
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        11
          Promotion
          Activities

      

    

     

    
      	
              11.1

            	
              Marketing,
                Advertising and Sales
                Promotion

            


    

     

    As
      an
      independent trader [*] promotes the Products of Supplier actively at its own
      risk and for its own account, whereby the regulations of article 15
      (Intangibles) shall apply.

     

    [*]
      is
      not obliged to disclose its strategic promotion activity, marketing, advertising
      or sales promotion plans to Supplier.

     

    A
      cooperation shall be aimed at single projects and needs always the agreement
      of
      both Parties. [*] Projects may be agreed with [*] (Marketing Department) or
      with
      single trade/sales channels of [*]. Supplier shall use its reasonable efforts
      to
      inform [*] or the respective trade/sales channels about possible and potential
      projects and activities. 

     

    If
      Supplier plans a national promotion campaign in the Territory to launch a new
      Product, Supplier shall inform [*] about these promotion activities and the
      conditions for an [*].

     

    
      	
              11.2

            	
              Public
                Relations

            


    

     

    Neither
      Party will advertise or publish any information related to the Frame Agreement
      without the prior written approval of the other Party. 

     

    
      	
              11.3

            	
              Investors
                Relations

            


    

     

    Notwithstanding
      anything else, Supplier may disclose information related to this agreement
      and
      the sale of Products to [*] with existing and potential investors of Supplier.
      

     

    
      
        12
          Distributor

      

    

     

    [*]
      is
      entitled to distribute Supplier’s Products via a contractually bound Distributor
      where such contract includes substantially similar terms of this agreement
      with
      regard to confidentiality and IPR’s. Therefore, subject to the terms of this
      agreement with regard to confidentiality and IPR’s, [*] is qualified to support
      the designated Distributor with the necessary support, information and data
      without infringing any confidentiality obligation or intellectual property
      right
      under this Frame Agreement. Especially the Distributor shall have the right
      to
      inspect the shipments in the name of [*] and to lead the inventory with all
      appropriate and necessary means.

     

    
      
        13
          Import
          Details

      

    

     

    Supplier
      shall procure all necessary approvals.

     

    All
      import details have to be settled according to [*]’s procedure as defined in the
      respective Commercial Agreement.

     

    
      
        14
          Delay
          of Delivery and Shipping

      

    

     

    
      	
              14.1

            	
              Hard
                Milestones

            


    

     

    If
      the
      Parties have, in the written definite order by [*], confirmed in writing by
      Supplier, agreed upon Hard Milestones (exact deadline for performance with
      a
      specific reference to this clause), the Party which does not meet the deadline
      so fixed shall be in default [*] upon the expiration of such deadline, except
      to
      the extent such delay is materially caused by the other party in which case
      such
      milestone will be extended accordingly. Unless [*] notifies Supplier to the
      contrary, Supplier shall still be under obligation to supply the Products after
      the Delivery date has expired.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	 	
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    If
      Supplier is in default it shall be liable to pay a Contract penalty, unless
      to
      the extent it can prove that no fault is attributable to it. This penalty shall
      be [*] of the [*] with a maximum of [*], settlement as mutually agreed. The
      Contract penalty shall be payable even if the items are accepted by [*] without
      reservation. Paying the Contract penalty shall not release Supplier from its
      other contractual obligations. 

     

    However,
      the penalty shall count towards any compensation payable.

     

    
      	
              14.2

            	
              Soft
                Milestones

            


    

     

    If
      the
      Parties have agreed upon Soft Milestones (all due dates and deadlines, which
      are
      not Hard Milestones), a Party shall only be in default after being reminded
      thereof and after expiration of a [*] extension to be granted by the other
      Party, except to the extent such delay is materially caused by the other party
      in which case such milestone will be extended accordingly. Unless [*] notifies
      Supplier to the contrary, Supplier shall still be under obligation to supply
      the
      Products after the Delivery date has expired. 

     

    If
      Supplier is in default it shall be liable to pay a Contract penalty, unless
      to
      the extent it can prove that no fault is attributable to it. This penalty shall
      be [*] of the [*], with a maximum of [*], settlement as mutually agreed. The
      Contract penalty shall be payable even if the items are accepted by [*] without
      reservation. Paying the Contract penalty shall not release Supplier from its
      other contractual obligations. However, the penalty shall be the only remedy
      for
      a delay. Other compensation as a result of the delay are excluded.

     

    
      	
              14.3

            	
              Forecast
                Process

            


    

     

    Supplier
      shall be in Delay, if it can not supply the volumes definitely ordered by [*]
      and confirmed in writing by Supplier.

     

    
      
        15
          Warranty
          & Liability

      

    

     

    
      	
              15.1

            	
              Warranty

            


    

     

    Supplier
      warrants that the Performance provided complies with the qualities agreed upon
      and any other qualities that are customary in the mobile handset industry in
      Europe and which [*] from an objective point of view may assume in good
      faith.

     

    The
      warranty period shall be [*] for Device(s) and [*] for Accessories from [*]
      or
      [*] for Device(s) and [*] for Accessories from [*], which ever expires
      [*].

     

    Supplier
      shall provide the service (repair or replacement of the same or a comparable
      Device or Accessories) for hardware and software for at least [*] from
      [*].

     

    Claims
      based on a warranty shall be exclusively handled pursuant to the "Contract
      concerning After sales Services & Service Centre Management". Besides the
      warranty claims agreed upon in the "Contract concerning After sales Services
      & Service Centre Management"" and the Liability agreed upon in section 15.4
      further warranty and/or liability claims are expressly excluded.

     

    Where
      defects are fraudulently concealed, the corresponding rights of [*] shall only
      be time barred after [*] from [*]. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
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    The
      warranty periods shall be extended for the period consumed by [*]. 

     

    The
      warranty period on repaired Products shall be the warranty period as stated
      in
      the Contract concerning After Sales Services, whichever is longer.

     

    
      	
              15.2

            	
              Interoperability
                between Network and
                Handsets

            


    

     

    If
      a
      Handset is approved by [*] with reservations (see clause 6.6) and the Handset
      does not work in [*]'s network system environment due to a failure at the fault
      of Supplier which was not detected by [*] because the respective tests could
      not
      be done due to technology limitations, the following regulation shall apply
      in
      the following order:

     

    
      	 	
              1.

            	
              Supplier
                shall give all the needed support at no additional costs to get a
                solution;

            


    

     

    and
      if in
      the opinion of Supplier no solution can be found in an appropriate
      time:

     

    
      	 	
              2.

            	
              [*]
                may revoke made and undelivered Orders for the particular Product
                type
                without any further obligations and
                liabilities;

            


    

     

    
      	 	
              3.

            	
              [*]
                may send back unsold Products of the particular Product type and
                claim the
                paid price of the product and the costs of
                shipment;

            


    

     

    
      	
              15.3

            	
              Epidemic
                Failure

            


    

     

    If
      an
      Epidemic Failure should arise, the following regulations shall
      apply:

     

    
      	 	
              1.

            	
              Supplier
                commits to perform all the needed support to correct the
                failure

            


    

     

    and
      if in
      the opinion of Supplier no solution can be found in an appropriate
      time:

     

    
      	 	
              2.

            	
              [*]
                may revoke already made and undelivered Orders without any further
                obligations and liabilities;

            


    

     

    
      	 	
              3.

            	
              [*]
                may send back unsold Products at Supplier’s
                expense;

            


    

     

    
      	 	
              4.

            	
              Supplier
                shall be responsible for all costs directly arising from the Epidemic
                Failure, including the cost to correct the failure, replace the defective
                Handsets with new Handsets and shipping
                costs.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      

        
          	 	
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                15.4

              	
                Liability

              


      

       

      Liability
        in case of a defect of a Product

    

     

    If
      any
      damage arises as a result of a defect, Supplier shall pay compensation except
      to
      the extent it proves that no fault is attributable to it. Supplier shall be
      liable for any fault, i.e. intent and all degrees of negligence. Liability
      shall
      not exceed [*]. Liability for personal injury shall be [*]. Liability for damage
      to property shall be [*]. Liability for purely pecuniary damage shall be
      [*].


     

    Liability
      for other breaches of the Frame Agreement

     

    Each
      Party shall be liable for other breaches of the Frame Agreement and the
      Commercial Agreements (e.g. breach of confidentiality, violation of the
      obligation to inform the other Party, violation of first call exclusivity,
      violation of general obligations of loyalty and due diligence), except to the
      extent the Party proves that no fault is attributable to it. The Parties shall
      be liable for any fault, i.e. intent and all degrees of negligence. Liability
      shall not exceed the amount of damages, which have actually arisen. Liability
      shall be [*]. The compensation for damages caused by a violation of intellectual
      property rights and breach of first call exclusivity shall [*].


     

    Liability
      for Default

     

    Each
      Party shall be liable for any damages arising from failure to meet deadlines
      or
      due dates (default), except to the extent it proves that no fault is
      attributable to it. The Parties shall be liable for any fault, i.e. intent
      and
      all degrees of negligence. Liability shall not exceed the amount of damages,
      which have actually arisen. The liability for default shall be
      [*].


     

    Each
      Party shall not be liable for loss of goodwill and loss of anticipated
      savings.


     

    No
      further liability: Any liability other than as provided in this Section 15.4
      shall be excluded.

     

    
      	
              15.5

            	
              Force
                Majeure

            


    

     

    Either
      Party shall be excused from the performance or punctual performance of any
      of
      its obligations under this Frame Agreement in case the performance thereof
      is
      prevented or delayed by industrial disputes or any cause beyond the affected
      Party’s reasonable control which, without in any way limiting the generality of
      the foregoing, shall include acts of God, riots, wars, accidents, embargos
      or
      requisitions (acts of government), or delays in the performance of its
      subcontractors only if caused by any such circumstances as referred to in this
      Clause 14.5 Force Majeure. Such obligations shall be extended for a reasonable
      period. 

     

    In
      case
      of Force Majeure, the affected Party shall promptly notify the other Party
      in
      writing and furnish all relevant information thereto.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	 	
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        16
          Intangibles

      

    

     

    
      	
              16.1

            	
              Software

            


    

     

    The
      software in the Product(s) may only be used as an integrated part of the
      Products in selling, marketing and distributing the Products and only in
      accordance with and for the purpose of this Agreement. [*] is not entitled
      to
      distribute, sublicense, copy or otherwise use the software as a standalone
      product or in any way except as expressly permitted by Supplier in
      writing.

     

    Supplier
      or any third party, as applicable, shall retain the intellectual property rights
      for the software. SUPPLIER reserves any and all rights not expressly granted
      to
      [*] hereunder.

     

    Where
      third party rights are involved, Supplier represents that it owns the necessary
      rights to enable [*] to market and sell the Products

     

    [*]
      shall
      be granted all rights necessary for the sale and distribution of the software
      with the Product (under this agreement), including the right of sublicensing
      to
      the End User as applicable.In addition to the restrictions set forth above,
      [*]
      shall not be entitled to, in particular, copy, reproduce, modify, reverse
      engineer, disassemble, decompile, otherwise attempt to derive source codes
      from
      the object of the software nor to damage any software or make such software
      available to third parties. 

     

    
      	
              16.2

            	
              Intellectual
                Property Rights

            


    

     

    Supplier
      or any third party, as applicable, shall retain the intellectual property rights
      for the software. Supplier reserves any and all rights not expressly granted
      to
      [*] hereunder.

     

    Supplier
      shall contest at its own cost and risk any third party claims arising from
      infringements of intellectual property rights and shall hold [*] harmless of
      all
      costs and damages awarded against either or both of them. To qualify for such
      defense and payment of damages, [*] must: (i) give Supplier prompt written
      notice of such claim; and (ii) allow Supplier to control, and cooperate with
      IXI
      in, the defense, settlement, and all related negotiations.

     

    Supplier
      will not be obligated to defend nor shall it be liable for any costs and damages
      hereunder: 

     

    
      	 	
              a)

            	
              if
                the infringement arises out of modifications of the Products (including
                software), if made - without prior written consent of Supplier -
                by [*] or
                any third party other than Supplier (other than a subcontractor of
                Supplier), or 

            


    

     

    
      	 	
              b)

            	
              if
                the infringement arises out of modifications of the Products (including
                software) if made by Supplier pursuant to the directions of [*],
                except
                for cases where, and only to the extent, the infringement concerns
                intellectual property rights protected by license or other contracts
                between Supplier and such 3rd
                party claiming infringement or

            


    

     

    
      	 	
              c)

            	
              if
                the infringement arises out of modifications of the products including
                software made by Supplier in order to comply with [*]'s specifications,
                except for cases where, and only to the extent, the infringement
                concerns
                intellectual property rights protected by license or other contracts
                between Supplier and such 3rd
                party claiming infringement, or

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      

        
          	 	
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              d)

            	
              if
                the infringement arises out of modifications or a combination with
                or an
                addition to software or hardware developed or supplied by [*] or
                with the
                consent of [*] by a third party (other than a subcontractor of Supplier),
                or,

            


    

     

    
      	 	
              e)

            	
              if
                the infringement arises out of the manufacturing of Products pursuant
                to
                [*]’s specifications and/or requirements, except for cases where, and
                only
                to the extent, the infringement concerns intellectual property rights
                protected by license or other contracts between Supplier and such
                3rd
                party claiming infringement, or

            


    

     

    
      	 	
              f)

            	
              if
                [*] does not comply with the terms of this agreement regarding protection
                of intellectual property rights.

            


    

     

    If
      the
      Product is likely to, or does, become the subject of a claim of infringement,
      Supplier will at its option and expense either procure for [*] the right to
      continue selling the Product or modify the Product to make it non-infringing
      or
      replace it with substantially similar non-infringing Product, which will come
      under this same Agreement. Supplier shall have no liability, and its
      indemnification obligations hereunder shall cease, if [*] does not replace
      the
      infringing Product so modified or replaced by Supplier as per Supplier’s
      instructions. Supplier will use commercially reasonable efforts to effectuate
      one of these options, however, if none of the foregoing alternatives is
      available to Supplier, then Supplier will refund the full purchase price paid
      to
      Supplier for those infringing Products returned to Supplier and [*] may
      terminate this Agreement at its sole discretion. 

    


    Section
      15.4 and the foregoing provisions state the entire liability of Supplier with
      respect to infringement of any intellectual property rights by the products
      or
      documentation or any parts thereof and is in lieu of all warranties or
      conditions, express or implied. 

     

    [*]
      agrees to defend, indemnify and hold Supplier harmless from and against any
      and
      all claims and damages that Supplier may at any time suffer, or incur, or become
      subject to as a result of or arising from acts of [*], its employees,
      distributors or agents except for such acts undertaken due to instructions
      of
      Supplier. To qualify for such defence and payment of damages, Supplier must:
      (i)
      give [*] prompt written notice of such claim; and (ii) allow [*] to control,
      and
      cooperate with [*] in, the defence, settlement, and all related negotiations.
      [*] will not be obligated to defend nor shall it be liable for any costs and
      damages hereunder if these conditions are not fulfilled. Section 15.4 and the
      foregoing provision state the entire liability of [*] with respect to
      infringement of any intellectual property rights by [*] and is in lieu of all
      warranties or conditions, express or implied.

     

    
      	
              16.3

            	
              Trademark
                and Marking

            


    

     

    [*]
      may
      use the trademark for the Products of Supplier only in connection with (re-)
      selling and advertising purposes in the Territory. [*] complies with the fact,
      that each use of the trademark shall serve the benefit of Supplier. If the
      trademark of Supplier is used, e.g. for copies or for illustration on packages,
      for advertising material or for other media, [*] shall apply the terms
      regulating the rights of the use of the trademark, actually provided by Supplier
      regarding the extent, design, positioning, colouring and other prescriptions
      of
      appearance of the trademark. Furthermore every additional use of the trademark
      of Supplier needs the prior written approval of Supplier.

     

    Supplier
      is not authorised to use the trademarks and marking of [*] in any case without
      the written consent of [*] such consent not to be unreasonably
      withheld.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	 	
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        17
          Confidentiality

      

    

     

    [*]
      and
      Supplier
      have entered into that certain Mutual Nondisclosure Agreement dated [*]
      between
      [*] and Supplier, (the “Nondisclosure Agreement”) incorporated herein by this
      reference. Supplier and [*] hereby ratify and confirm their continuing duties,
      rights and remedies under the Nondisclosure Agreement which shall continue
      through the term of this Frame Agreement. 

     

    
      
        18
          Frame
          Agreement Specifications

      

    

     

    
      	
              18.1

            	
              Terms
                and Termination of the Frame
                Agreement

            


    

     

    This
      Frame Agreement shall come into effect when signed by both Parties and shall
      be
      valid as of the time of conclusion of the Frame Agreement without a time
      specified of limitation and termination. Each Party is authorised to terminate
      as a whole this Frame Agreement with all the Commercial Agreements together
      by
      the end of [*] by giving a [*] notice in writing to the other Party. Any
      provisions of the Frame Agreement and the Commercial Agreements that impose
      continuing obligations on the Parties shall survive the
      termination.

     

    
      	
              18.2

            	
              Amendments
                to the Frame Agreement

            


    

     

    Supplements
      and amendments to this Frame Agreement, its elements and the Commercial
      Agreements shall only be valid, if agreed to in writing by both Parties. This
      also shall apply for the waiver of this provision.

     

    
      	
              18.3

            	
              Severability
                Clause

            


    

     

    If
      any
      provision in the Frame Agreement or the Commercial Agreements is incomplete
      or
      legally invalid or not executable for legal reasons, the other provisions shall
      remain in full force and effect. In such cases the Parties shall agree to
      replace any void or invalid provisions by legally valid provisions, which are
      as
      equivalent as possible to the original provisions in terms of
      economy.

     

    
      	
              18.4

            	
              Assignment
                of this Frame Agreement

            


    

     

    Either
      Party consents to the assignment of this Frame agreement by the other Party
      to a
      third party upon a merger, acquisition, purchase of stock, sale of substantially
      all assets or similar change in control transaction of other Party.

     

    
      
        19
          Applicable
          Law and Jurisdiction

      

    

     

    This
      Frame Agreement and the Commercial Agreements are governed by the internal
      substantive laws of [*] to the exclusion of the Vienna Convention on the
      International Sale of Goods and any conflict of laws principles. 

     

    The
      place
      of jurisdiction shall be [*].

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              Frame
                Agreement

              Supplier

            
	 	
              Page:
                21

            


    

    

      20
        Execution

    

     

    This
      Frame Agreement document shall be executed in two copies. Each Party shall
      receive one signed copy.

     

    
      	
              Signatures
                of the Parties

            
	 
	
              For
                Supplier:

            
	 	 	 
	
              /s/

            	 	 
	
              Signature
                and company stamp (Please write the name of the person signing in
                CAPITALS)

            	 	 
	 	 
	
              Place
                and date:

            	
              [*]

            
	 
	
              For
                [*]:

            
	 	 	 
	
              [*] 

            	 	
              [*] 

            
	
              [*]

            	 	
              [*]

            
	 	 	 	 
	 	 	 	
              [*]

            
	Place
              and date:	[*]	 	
              [*]