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FRAMEWORK SUBCONTRACT AGREEMENT FOR Service Frame Purchase BETWEEN ABC CO., LTD AND XYZ Agreement No.: 00007 PROPRIETARY AND CONFIDENTIAL PAGE of 36 Contents ARTICLE DEFINITION ARTICLE PURCHASE ORDER ARTICLE RESPONSIBILITY MATRIX ARTICLE TIME AND COMPLETION OF WORK 13 ARTICLE PRICE AND TERMS OF PAYMENT 14 ARTICLE COMMUNICATION AND MEETING 14 ARTICLE PROJECT QUALITY 17 ARTICLE MODIFICATIONS TO PROJECT AND DESIGN 17 ARTICLE TEST AND ACCEPTANCE 18 ARTICLE 10 INSURANCE 18 ARTICLE 11 SOCIAL AND ENVIRONMENT RESPONSIBILITY (SER) 19 ARTICLE 12 WARRANTIES 20 ARTICLE 13 FORCE MAJEURE 22 ARTICLE 14 INTELLECTUAL PROPERTY RIGHT (IPR) 23 ARTICLE 15 CONFIDENTIALITY 24 ARTICLE 16 LIQUIDATED DAMAGES 24 ARTICLE 17 INDEMNIFICATION 25 ARTICLE 18 TERM AND TERMINATION 26 ARTICLE 19 GOVERNING LAW AND DISPUTE SETTLEMENT 28 ARTICLE 20 PRIVACY PROTECTION AND GDPR 28 ARTICLE 21 EXPORT CONTROL COMPLIANCE 29 ARTICLE 22 MISCELLANEOUS 32 PROPRIETARY AND CONFIDENTIAL PAGE of 36 This Agreement is entered into by and between: ABC, a company registered in Vietnam as the subsidiary of ABC, the registered office at……………………… (hereinafter referred to as ‘Contractor’) AND XYZ, a company incorporated in Viet Nam with its registered office at_ (hereinafter referred to as ‘Subcontractor’) WHEREAS: A The Subcontractor is engaged in, amongst other activities, telecom engineering services for telecom equipment installation and network optimization and small civil work on WORK (brief description of Subcontractor’s business activities) B The Contractor and Subcontractor wish to establish an overall contractual framework for the provision of Products and Services as provided in this Agreement and Annexes hereto C The cooperation relationship established by this Agreement is the basis on which Contractor may place purchase order with Subcontractor during the term of this Agreement Now Therefore, in consideration of the mutual obligations, representations, covenants and other good and valuable consideration, the adequacy of which is hereby acknowledged, the Parties agree to be bound by the following terms and conditions: ARTICLE DEFINITION When used in this Agreement, the terms and expressions defined hereinafter between quotation marks with a capital letter will be capitalized throughout this Agreement and shall have the meaning hereby respectively assigned to them: 1.1 “Agreement” shall mean the present Framework Subcontract Agreement between the Contractor and the Subcontractor, any Annex attached and any valid amendment hereto, any PROPRIETARY AND CONFIDENTIAL PAGE of 36 supplementary agreements and succeeding amendments thereto, defining the rights and duties of the Parties 1.2 “Business Day” shall mean the weekdays excluding any public holidays stipulated in the local legislations 1.3 “Commencement Date” shall mean the date when Contractor shall start to execute the Project 1.4 “Confidential Information” shall mean any and all documents, data and other information disclosed or made available in any form whatsoever (including, but not limited to, disclosure made in writing, orally or in the form of samples, models, computer programs, know-how or otherwise) by the Disclosing Party to the Receiving Party, or of which the Receiving Party has gained knowledge, as a result of this Agreement For the avoidance of doubt, Confidential Information shall also include any and all documents, data and information that the Receiving Party develops or otherwise produces by aid of information received from the Disclosing Party, including but not limited to, any test results in any form whatsoever 1.5 “Contractor” means ABC 1.6 “Contractor’s Project Outsourcing Manager” shall mean the person who is appointed by the Contractor and acts as the contact and interface person between the Contractor and the Subcontractor 1.7 “Contractor’s WORK Representative” shall mean the person who represents the Contractor to coordinate and supervise the WORK works 1.8 “Employer” shall mean ABC’s client, which is one party of the Main Agreement with its registered office situated in Vietnam 1.9 “FAC” or “Final Acceptance Certificate” shall mean the final acceptance certificate issued by the Employer under the Main Contract 1.10 “FAT” or “Final Acceptance Test” shall mean the final acceptance test undertaken by the Employer under the Main Contract 1.11 “Force Majeure” shall mean an event which could not reasonably have been avoided by a diligent party in the circumstances, which is beyond the reasonable control of a party and which makes a party’s performance of its responsibilities hereunder impossible and includes, but is not limited to, war, riots, earthquake, storm, flood, terrorist acts, confiscation or any other action by government agencies 1.12 “Key Personnel” shall mean Subcontractor's personnel who plays an essential role in respect of the performance and fulfilling of the PO and Agreement during different phases PROPRIETARY AND CONFIDENTIAL PAGE of 36 of the Project, which includes but not limited to project manager, technical manager, quality manager, safety manager and the team leader, quality inspector, safety principal of any particular construction team 1.13 “Main Agreement” shall mean the contract concluded between the Contractor and the Employer 1.14 “PAC” or “Preliminary Acceptance Certificate” (or Provisional Acceptance certificate as the case may be) shall mean the preliminary/provisional acceptance certificate issued by the Employer under the Main Contract 1.15 “Party” shall mean, individually, the Contractor or the Subcontractor as the context requires; “Parties” shall mean Contractor and Subcontractor collectively 1.16 “PAT” or “Preliminary Acceptance Test” (or Provisional Acceptance Test as the case may be) shall mean the preliminary/provisional acceptance test undertaken by the Employer under the Main Contract 1.17 “Personnel” shall mean all the persons involved in this Project and working for or on behalf of the Subcontractor 1.18 “PO Value” shall mean the total sum for the actual volume of work carried out by the Subcontractor and accepted by the Contractor under a particular PO 1.19 “PO” or “Purchase Order” shall mean the document which sets forth the service item, quantity, progress requirement and so on by the Contractor in accordance with Article 1.20 “Products” shall mean the equipment and materials used in the Project and supplied by the Subcontractor according to Error! Reference source not found 1.21 “Project” shall mean the supply of Products and Service, as defined in 1.19 and 1.22, by Subcontractor in accordance with this Agreement 1.22 “Service” shall mean services provided by Subcontractor as per Error! Reference source not found including but not limited to installation, testing, training, commissioning, technical support, warranty period maintenance, repair and replacement 1.23 “WORK” shall mean the land and other place on, under, in or through which the Work of this Agreement are to be executed and any other lands and places designated by the Contractor for working space or any other purpose as may be specifically stipulated in this Agreement as forming part of the WORK PROPRIETARY AND CONFIDENTIAL PAGE of 36 1.24 “Specifications” shall mean the technical specifications provided by Contractor according to Error! Reference source not found 1.25 “Subcontractor’s Project Manager” shall mean the project manager appointed and fully authorized by the Subcontractor to act in its name and on its behalf under this Agreement 1.26 “Unit Price” shall mean the price which is set against each of the items in Error! Reference source not found and represents the inclusive price for all the work in that item 1.27 “Work” shall mean s the work specified in Error! Reference source not found and to be executed and completed by the Subcontractor in accordance with this Agreement 1.28 “Other ABC Matters” means 1.29 1.30 1.31 any existing or potential business activity of the ABC Group and the transfer of any other goods or services by or to the Subcontractor Group to, from, for or on behalf of the ABC Group other than under this Agreement “Subcontractor Group” means, collectively or individually, the Subcontractor and its affiliates (including other companies sharing a common control person or companies under the control of Subcontractor) and its and their agents, directors, employees, officers, other third party representatives and subcontractors “Restricted Party” means an individual or entity that is identified on (or owned, controlled or acting on behalf of an individual or entity identified on): the United Nations Security Council Sanctions List, as applicable, the European Union’s List of Persons, Groups and Entities Subject to Financial Sanctions, as applicable, the United States’ Specially Designated Nationals and Blocked Persons List, the United States’ Denied Persons List or Entity List (except activities with these parties that are in full compliance and have been approved in advance and in writing by ABC’s Chief Export Compliance Officer) or another list of individuals and/or entities maintained by any other government or country having jurisdiction over the ABC Group, the Subcontractor Group or the performance of this Agreement that makes the performance of the Agreement unlawful without first obtaining a license or other authorization from that government “Restricted Regions” means the Crimea region, Cuba, Iran, North Korea, Sudan, Syria and PROPRIETARY AND CONFIDENTIAL PAGE of 36 1.32 any other region or country that becomes subject to comprehensive economic sanctions imposed by the People’s Republic of China, the United Nations, the European Union, the United States of America or any government having jurisdiction over the ABC Group, the Subcontractor Group or the performance of this Agreement “Significant Compliance Risk” means an act, omission or event that, in connection with this Agreement or Other ABC Matters, is reasonably likely to cause the information, representations, warranties, covenants and certifications (including any certifications made pursuant to this Section) of the Subcontractor Group to be or become inaccurate or insufficient at the time given or made or at any time thereafter until the end of the term of this Agreement or 1.33 the ABC Group or the Subcontractor Group to violate any economic sanctions or export/reexport controls of the People’s Republic of China, the United Nations, the European Union, the United States of America or any government having jurisdiction over the ABC Group, the Subcontractor Group or the performance of this Agreement “ABC Group” means, collectively or individually, its wholly-owned subsidiaries, its controlled affiliates (including all joint ventures or business partnerships that are 50% or more owned, directly or indirectly, ABC and the employees (including directors and officers) acting in their official capacities, agents and other third party representatives of any of them ARTICLE PURCHASE ORDER 2.1 This Agreement is not an exclusive agreement and shall not restrain Contractor from concluding the same or similar agreement with any third parties Any and all of the Contractor’s purchases of Products and/or Services from the Subcontractor under this Agreement is subject to the Contractor’s issuance of PO to the Subcontractor as a confirmation 2.2 The Subcontractor shall not reject the Contractor’s PO under this Agreement Subcontractor shall duly sign and return the PO to the Contractor within three (3) Days from the date of PO issuance, beyond which period, the Subcontractor shall be deemed to have rejected the PO and the Contractor reserves the right to rescind the PO in question 2.3 The Subcontractor shall perform the Work specified in this Agreement after receiving a PO which normally details work quantity and the time for starting and completion of the Work If Commencement Date is absent in the PO, the date of receiving the relevant PO by the Subcontractor shall be deemed as the Commencement Date of the Work The Subcontractor shall be paid only for actual quantities of Work completed and accepted PROPRIETARY AND CONFIDENTIAL PAGE of 36 2.4 In case of any discrepancies between this Agreement and the PO, the provisions of this Agreement shall prevail ARTICLE RESPONSIBILITY MATRIX 3.1 Responsibility of Contractor Contractor shall supply relevant and necessary technical drawings and specifications as well as other documents required for this Project; 3.2 3.2.1 Responsibility of Subcontractor Subcontractor’s General Responsibilities: a) Subcontractor shall execute and complete the Work in accordance with the Error! Reference source not found and supply Products strictly following Error! Reference source not found and shall remedy any defect of the Products and Services (if any) When completed, the Work shall be fit for the purposes for which the Work is intended under this Agreement b) During the whole period of this Agreement, the Subcontractor shall not, directly or indirectly enter into any exclusive agreement or contract with a third party, under which the Subcontractor is contractually prevented from providing service or products to Contractor or to the parent company, affiliates, subsidiaries or associates of the Contractor c) Subcontractor shall provide all the documents specified in this Agreement, and all personnel, goods, instruments, consumables and other things and Services, whether of a temporary or permanent nature, required in and for design, execution, completion and remedying of defects d) All Works carried out by the Subcontractor shall satisfy the Contractor’s requirement as specified in this Agreement or implied otherwise; Subcontractor shall ensure all WORK works, operations and construction methods are safe and complete e) Subcontractor shall, whenever required by the Contractor, submit details of the arrangements and methods which the Subcontractor proposes to adopt for the execution of the Work Subcontractor shall not make any changes to these arrangements and methods without prior written consent of Contractor PROPRIETARY AND CONFIDENTIAL PAGE of 36 f) Subcontractor shall submit the work documents for approval and counter-signed by Contractor for the acceptance of the Project Upon completion of the acceptance, Subcontractor shall hand over all the acceptance documents including but not limited to the drawings, Project and testing records to Contractor If Contractor has any comments on the above documents, Subcontractor will incorporate such comments and submit a newly revised version for Contractor’s approval g) Subcontractor shall duly submit daily and weekly reports on the progress of the Project as required by the Contractor and shall be responsible for the authenticity of the reports h) Subcontractor shall promptly notify Contractor of any error, omission, fault or other defect in the design or specifications for the Work upon its first awareness or knowledge of such occurrence i) Subcontractor shall be responsible for recording and promptly reporting problems found in the Project or reported by the Employer during the Work to Contractor’s WORK Representative in twenty-four (24) hours j) Subcontractor shall provide all its Personnel with necessary tools, equipment and facilities to ensure their health and safety while they are present at the workplace of this Project Proper work methods, procedures and personal protection measures shall be adopted and strictly observed by Subcontractor k) Subcontractor shall advise, instruct and train (if necessary) all its Personnel to strictly follow the mandatory health and safety rules of the workplace Subcontractor is liable for any damage and/or loss resulted from any safety incidents except such damage and/or loss is evidenced to be solely caused by Contractor’s gross negligence 3.2.2 Subcontractor’s Personnel a) Subcontractor shall appoint a Subcontractor’s Project Manager and shall fully authorize this position so as to enable its Project Manager to act on the Subcontractor’s behalf under this Agreement b) Subcontractor shall, prior to the Commencement Date, submit the name list and relevant particulars, such as resumes and contact details of its Key Personnel (including the project manager, regional manager, quality manager, construction team leader, and security manager) to Contractor for approval When in possession of PROPRIETARY AND CONFIDENTIAL PAGE of 36 Contractor’s written consent of these Key Personnel, Subcontractor shall issue written appointment to such Key Personnel If such consent is withheld or subsequently revoked by the Contractor, or if the appointed person fails to act as this position as judged by contractor, the Subcontractor shall submit forthwith replacement name list and resume for such appointment within required time Subcontractor shall keep an up to date list of people involved in the performance of the works, such list shall be provided to contractor at any time as required by the contractor and whenever any changes in the subcontractor’s organization occur c) Subcontractor shall not revoke the appointment of any Key Personnel or appoint a replacement for any of them without the prior written consent of Contractor d) Subcontractor’s Project Manager shall work on full-time basis and be on duty as long as there is Work in process In the case that Subcontractor’s Project Manager unavoidably has to be temporally absent due to such reasons as illness etc., a suitable acting project manager shall be appointed by the Subcontractor and agreed by the Contractor during his absence e) The Subcontractor’s Project Manager shall, on behalf of Subcontractor, receive instructions from Contractor’s Project Outsourcing Manager 3.2.3 Subcontractor shall, within required time limit, build _2 demonstration WORKs in accordance with the standards and criteria set forth by the Employer and/or the Contractor The Subcontractor shall be paid only for the demonstration WORKs which satisfy the Employer and the Contractor in quality and standards; and such satisfactory demonstration WORKs shall model all the following WORKs to be built by the Subcontractor Any costs and expenses incurred from the unsatisfactory demonstration WORKs shall be borne by the Subcontractor If the Subcontractor fails to build demonstration WORKs within the required time limit or demonstration WORKs fail to meet the required standards or criteria, the Contractor has the right to suspend or rescind the relevant PO 3.2.4 Subcontractor shall have no right to subcontract all or any part of this Project to any third party without Contractor’s prior written consent If Subcontractor breaches this clause, without prejudice to any other remedies, the contractor shall be entitled to claim 10% (ten percent) of all the PO amount under this agreement which has been performed and/or terminate this Agreement The subcontractor shall bear any and all costs, expenses, losses, and damages arising out of such termination PROPRIETARY AND CONFIDENTIAL PAGE 10 of 36 b) Without prejudice to any other remedies available to Contractor under this Agreement or otherwise, if in Contractor’s discretion any Services are found to be faulty within the first twelve (12) months after the issuance date of PAC, then Contractor shall be entitled at its own option to require Subcontractor within Business Days, to (i) perform those Services again, (ii) provide such additional Services as shall be necessary to make good the fault or (iii) to pay Contractor all costs incurred by Contractor in obtaining such Services from a third party at the Subcontractor’s cost c) If Subcontractor fails to fulfill its obligations under this article, Contractor shall be entitled to correct the defect or failure by itself and a third party, and Subcontractor shall compensate Contractor fully for any reasonable costs of correction ARTICLE 13 FORCE MAJEURE 13.1 In this Agreement, “Force Majeure” means an exceptional event or circumstance that: (i)is beyond the affected Party’s control; (ii)such Party could not reasonably have foreseen and provided against before entering into this Agreement; (iii)having arisen, such Party could not reasonably have avoided or overcome by the exercise of reasonable diligence and good operating procedures and;(iv)is not substantially attributable to the other Party Force Majeure shall not include any event which is caused by the negligence or intentional action of a party or such party’s subcontractors or agents or employees, or by a failure to observe good professional practice In case that the Project is not able to be performed due to Force Majeure, the liabilities shall be exempted in part or wholly in light of the effects of Force Majeure For the purpose of the definition of Force Majeure, and unless otherwise provided in this Agreement, Force Majeure does not include lack of authorizations, of licenses, of entry or residence permits, or of approvals necessary for the performance of this Agreement and to be issued by a public authority of any kind whatsoever 13.2 In the case of Force Majeure, the Frustrated Party shall: a) promptly notify the Non-Frustrated Party of the nature and extent of the circumstances of the Force Majeure once known; within fifteen (15) Days present valid documents issued by the notary public of the locale, stating the details of the incident; b) forthwith establish and implement a plan that minimizes the disruption to the Non-Frustrated Party and shall use its commercially reasonable efforts to remedy the situation and remove the cause of its inability to perform as soon as possible c) give the Non-Frustrated Party prompt notice of the cessation of the Force Majeure PROPRIETARY AND CONFIDENTIAL PAGE 22 of 36 13.3 If the said Force Majeure lasts for thirty (30) calendar Days, the other Party shall have the right to terminate the PO(s) so affected after serving a written notice to the Frustrated Party 13.4 Where only part of the Project is impacted by the Force Majeure, the unaffected part of the Project shall continue to be performed 13.5 Failure by the Subcontractor to obtain the relevant permits, licenses, permission and or the renewal from the relevant authorities shall not be classified as a Force Majeure Event 13.6 ARTICLE 14 INTELLECTUAL PROPERTY RIGHT (IPR) 14.1 All drawings, specifications, technical manual and commercial information provided by the Contractor to the Subcontractor, as well as the Contractor's designs, trademarks, copyright, know-how and other intellectual property rights, whether or not registered, shall remain the sole and absolute property of the Contractor The use of such documents or rights by the Subcontractor shall be restricted to the purposes of fulfilling its obligations under this Agreement 14.2 The Subcontractor shall indemnify, defend and hold the Contractor harmless against/from any lawsuits, claims and damages arising out of infringement or suspected infringement of intellectual property rights including without limitation any patent, registered design or copyright of a third party when providing the Products and Services herein 14.3 The Subcontractor warrants the Service under this Agreement shall not infringe the intellectual property of any third party The Subcontractor undertakes to resist or defend at its own expense any request for any claim for equitable relief or damages against the Contractor and its Employer /end user based on an allegation that the reasonable use of the Subcontractor’s Service, infringes any Intellectual Property Rights of any third party and to pay any costs related to the settlement of such claim, and the Contractor and the Employer /end user shall give prompt written notice of such claim The Subcontractor shall take any of measures hereof a) procure for Contractor and its Employer /end user the right to continue using such product; b) replace or modify the product so that it becomes non-infringement; c) other reasonable measures 14.4 The Contractor shall not bear the economic and legal responsibilities, which may arise from any Intellectual Property Rights infringement The Subcontractor shall indemnify the PROPRIETARY AND CONFIDENTIAL PAGE 23 of 36 Contractor and its Employer /end user for any damages In any event the Subcontractor shall be liable to the Contractor for any indirect damages 14.5 In the event of an infringement of IPR, Subcontractor shall, at Contractor’s option: (a) procure for Contractor the right to continue using such Products; (b) replace or modify the Products to avoid infringement; (c) other measures deemed necessary by Contractor ARTICLE 15 CONFIDENTIALITY 15.1 All Confidential Information shall be the properties of the disclosing Party and only used for the purpose of this Agreement by the receiving Party Either Party agrees to prevent unauthorized disclosure, disclosure, sale, transfer, modification, translation, reproduction of the other Party’s Confidential Information in accordance with the terms and conditions of the Non-Disclosure Agreement entered into between the Parties, which is attached hereto as Error! Reference source not found 15.2 Neither the Subcontractor nor its employees or servants or agents shall disclose any proprietary or confidential information relating to the Contractor's technologies, know-how, and business secrets without the prior written consent of the Contractor The Subcontractor shall not divulge, sell, transfer, or give the above-mentioned technologies, know-how and business secrets to any third party, or have the same licensed in its own name and vice versa 15.3 Either Party hereto acknowledges that any violation of the duty of confidentiality set forth in the Non-Disclosure Agreement is considered to be acting in bad faith and illegal A Party acting in bad faith during the term of this Agreement shall indemnify the damages caused to the other Party ARTICLE 16 LIQUIDATED DAMAGES 16.1 If the delay of the project is caused by the fault of the Subcontractor or the Subcontractor’s failure to transfer the construction or submit the complete and acceptable project documents within the time specified herein, the Subcontractor shall pay liquidated damages to the Contractor for such delay of the project at the rate of five percent (5%) of the total Price of the PO for each week of delay, and such liquidated damages shall not exceed ten percent (10%) of the total Price of PO If liquidated damages reach to the maximum limit of ten percent (10%) than Contractor reserves the right to terminate the Agreement unilaterally Even the delay of one day beyond the time specified in PO shall be deemed as one week of delay PROPRIETARY AND CONFIDENTIAL PAGE 24 of 36 16.2 In the event any of the Equipment is lost or damaged due to the fault of the Subcontractor, the Subcontractor shall compensate the Contractor for its losses and damages incurred which can not be recovered by insurance 16.3 Subcontractor shall have no right to subcontract any part of this Project to any third party without prior written consent of Contractor’s Project Outsourcing Manager If Subcontractor breaches this clause, without prejudice to any other remedies, the contractor shall be entitled to claim 10% (ten percent) of all the PO amount under this agreement which has been performed and/or terminate this Agreement The subcontractor shall bear any and all costs, expenses, losses, and damages arising out of such termination 16.4 The Contractor will assess and score the Works according to Error! Reference source not found after completion of the Works Based on the Subcontractor’s Quality Check score, deductions are to be made by the Contractor according to the following sliding scale： Subcontractor’s Score (S) Quality Check Percentage of the PO Value to be charged by Contractor as liquidated damages 90