terms and conditions that shall govern all hardware, software and
services provided by or for Vendor to Reliance and the Users as hereinafter set
forth.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties hereby agree as
follows:
SECTION 1.
BACKGROUND
1.1
THE RELIANCE VISION.
1.1.1
RELIANCE DESIRES TO CONSTRUCT A TELECOMMUNICATIONS NETWORK IN
THE REPUBLIC OF INDIA AND TO PROVIDE ADVANCED OPTICAL, WIRELESS AND WIRELINE
VOICE, VIDEO AND DATA SERVICES ACROSS THE REPUBLIC OF INDIA AND THROUGHOUT OTHER
AREAS OF THE WORLD, EITHER DIRECTLY TO ITS END CUSTOMERS OR THROUGH SERVICES
RESOLD BY
OTHER TELECOMMUNICATIONS CARRIERS. RELIANCE AND ITS AFFILIATES HAVE BEEN
PROVIDING GSM MOBILE WIRELESS SERVICES IN SEVEN (7) TELECOMMUNICATIONS CIRCLES
AND BASIC TELECOMMUNICATIONS SERVICES IN ONE (1) TELECOMMUNICATIONS CIRCLE.
RELIANCE AND ITS AFFILIATES HAVE PLACED FIBER-OPTIC CABLE ALONG RIGHTS OF WAY
AND DESIRE TO SELL CERTAIN STRANDS OF "DARK" FIBER CAPACITY AND TO "LIGHT" THE
REMAINING FIBER-OPTIC CABLE BY ATTACHING OPTICAL-ELECTRONIC EQUIPMENT IN ORDER
TO CREATE A TELECOMMUNICATIONS TRAFFIC TRANSPORT NETWORK THROUGHOUT INDIA.
THIS
FIBER-OPTIC NETWORK WILL SERVE AS A "BACKBONE" TO WHICH RELIANCE WILL
INTERCONNECT VARIOUS WIRELESS AND WIRELINE NETWORKS, SWITCHING EQUIPMENT AND
MONITORING, MANAGEMENT AND ADMINISTRATIVE SYSTEMS TO CREATE AN INTEGRATED
TELECOMMUNICATIONS NETWORK.
1.1.2
RELIANCE HAS RECEIVED AUTHORITY TO
PROVIDE BASIC LOCAL AND LONG DISTANCE SERVICES IN INDIA. USING APPROPRIATE
WIRELESS AND WIRELINE TECHNOLOGIES RELIANCE SEEKS TO PROVIDE BASIC LOCAL
TELECOMMUNICATIONS SERVICES.
RELIANCE SEEKS TO DEVELOP A BACKBONE NETWORK THAT
WILL PROVIDE NATIONAL LONG DISTANCE SERVICES, HIGH CAPACITY ACCESS FOR BUSINESS
CUSTOMERS AND POINTS OF INTERCONNECTION TO LOCAL LOOPS. FINALLY, RELIANCE SEEKS
TO INTERCONNECT ITS INTEGRATED NETWORK WITH THOSE OF OTHER TELECOMMUNICATIONS
PROVIDERS.
1.1.3
RELIANCE'S OBJECTIVE IS TO IMPLEMENT THIS
INTEGRATED NETWORK SUCH THAT IT CAN PROVISION, TRANSPORT, MONITOR, MANAGE,
MAINTAIN AND ADMINISTER ALL TYPES OF TELECOMMUNICATIONS TRAFFIC.
AS A RESULT,
THE NETWORK ENVISIONED BY RELIANCE ALSO INCLUDES NETWORK OPERATIONS CENTERS
("NOCS") TO CONSTANTLY MONITOR THE STATUS OF THE NETWORK, AND A FULL SUITE OF
SOFTWARE SUPPORT SYSTEMS (E.G., ENTERPRISE, OPERATIONS AND BILLING) TO PERMIT
RELIANCE TO PROVIDE ALL ITS ANTICIPATED VOICE, DATA AND ENHANCED SERVICES
EFFICIENTLY, TO MONITOR THE SERVICES BEING PROVIDED AND TO INVOICE ITS CUSTOMERS
ON AN ACCURATE AND TIMELY BASIS FOR SUCH SERVICES.
RELIANCE WILL ALSO REQUIRE
OPTIMIZATION AND MAINTENANCE SERVICES TO ENSURE THE NETWORK PROVIDES THE LEVELS
OF SERVICE DEMANDED BY RELIANCE'S POTENTIAL CUSTOMERS.
1.1.4
IN SUMMARY, RELIANCE DESIRES TO RETAIN
THE SERVICES OF APPROPRIATE CONTRACTORS TO PROVISION, BUILD, OPERATE, MANAGE,
MAINTAIN AND ADMINISTER THE BROADBAND ACCESS RELIANCE NETWORK AND ASSOCIATED
OPERATIONS, BILLING AND ENTERPRISE SUPPORT SYSTEMS.
SUCH SERVICES MAY INCLUDE
THE FOLLOWING:
(A)
DESIGN OF SOME SECTIONS OF THE BROADBAND
ACCESS RELIANCE NETWORK AND CONFIRMATION OF THE DESIGNS ALREADY DEVELOPED BY
RELIANCE;
(B)
ENGINEERING OF THE VARIOUS SECTIONS OF THE
BROADBAND ACCESS RELIANCE NETWORK;
(C)
SUPPLY OF EQUIPMENT FOR THE BROADBAND
ACCESS RELIANCE NETWORK;
(D)
SUPPLY OF SOFTWARE FOR THE BROADBAND ACCESS
RELIANCE NETWORK;
(E)
INSTALLATION OF EQUIPMENT;