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Title: |
CO-Operation Agreement |
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Date: |
2006 |
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Preview shows 15KB of 38KB total |
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$41 |
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ID: |
#2173085 |
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21 December 2005
HUTCHISON TELECOMMUNICATIONS
INTERNATIONAL LIMITED
ORASCOM TELECOM HOLDING S.A.E.
CO-OPERATION AGREEMENT
1
THIS CO-OPERATION AGREEMENT (this Agreement) is made on 21 December 2005 (the Effective Date)
BETWEEN:
HUTCHISON TELECOMMUNICATIONS INTERNATIONAL LIMITED, a company incorporated in the Cayman Islands, having its registered office at Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681 GT, George Town, Grand Cayman, British West Indies and its correspondence address at 20/F, Hutchison Telecom Tower, 99 Cheung Fai Road, Tsing Yi, Hong Kong (HTIL); and
ORASCOM TELECOM HOLDING S.A.E., a company established in accordance with the laws of the Arab Republic of Egypt and with its principal place of business at 2005A Nile City Towers, Cornish El Nile, Ramlet Beaulac, Cairo, Egypt (OTH).
(HTIL and OTH are hereinafter referred jointly as Parties and individually as Party.)
WHEREAS:
| (a) | A fundamental basis for OTHs investment in HTIL is achievement of the commercial, operational and technological synergies and other benefits contemplated by this Agreement, especially as regards the supply of Network Equipment and services. |
| (b) | It is the Parties mutual objective to achieve leadership in their respective markets by building on their skills as well as their strengths and knowledge in those markets. |
| (c) | The Parties have agreed to enter into this Agreement to record their intention to enter into mutually beneficial co-operation in accordance with the terms and conditions set out in this Agreement. |
NOW IT IS HEREBY AGREED as follows:
| 1. | Objectives |
| 1.1 | The Parties desire to achieve commercial, operational and technological synergies and other benefits and will co-operate in the areas set out in Schedule 1 to this Agreement: |
| (a) | to obtain the most favourable pricing and to maximise such other benefits as can be extracted from suppliers; |
| (b) | to share know-how and experience; and |
| (c) | to share research and development. |
| 1.2 | The Parties will co-operate at all levels and make available appropriate management team resources from their respective organizations to achieve the objectives described in Clause 1.1 (the Objectives). |
2
| 2. | Steering Committee |
| 2.1 | The Parties shall establish a Steering Committee consisting of six members no later than 30 days after the Effective Date. Each Party shall be entitled to nominate three members to the Steering Committee and such members shall be board level officers such as the Chief Executive Officer, Executive Director or Chief Technology Officer of the relevant Party. Each Party shall allow its committee members to appoint alternates. |
| 2.2 | Subject to the obligations set out in Clause 4, the role of the Steering Committee shall be to: |
| (a) | manage the overall strategy and scope of this Agreement including regularly review the efficacy of the provisions hereof; and |
| (b) | review any purchase orders issued to or any new purchasing arrangements as regards Network Equipment entered into with suppliers by each Party or its Group Members since the last Steering Committee with a purchase value over US$2,000,000.00 or such other amounts as determined by the Steering Committee from time to time. |
| 2.3 | The Steering Committee shall meet not less than once every two months or, on an ad hoc basis, whenever requested by either Party. Meetings can be held, or members of the Steering Committee can participate in a meeting, by means of telephone conference, video conference or similar communications equipment. |
| 2.4 | The Steering Committee shall use its best endeavours to agree on a joint procurement process in accordance with Clause 4 not later than 60 days after its first meeting. |
| 2.5 | Notwithstanding the establishment of the Steering Committee, the Parties contemplate that co-operation between themselves shall be continuous and shall occur on both a formal and informal basis. |
| 3. | Areas of Co-operation |
| 3.1 | In order to achieve the Objectives, the Parties agree to co-operate in certain areas, including but not limited to: |
| (a) | establishing a common data base with respect to their suppliers, which would contain, among other things, information on technical specifications and prices for Current Network Procurement Agreements and Future Network Procurement Agreements except to the extent that any legal obligation of the OTH Group or HTIL Group would be breached, with the Parties agreeing to use their best endeavours to achieve this result as regards Current Network Procurement Agreements; |
| (b) | organizing joint communications to inform their suppliers of the arrangements arising under this Agreement; |
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