Sample Agreement Paper

INTERCONNECTION

AGREEMENT

This Agreement is made on this the _______ day of __________ 2006

BETWEEN

Pacific Bangladesh Telecom Limited, a private limited company duly incorporated in Bangladesh under the Companies Act, 1994 and having its registered office at Pacific Centre, 14, Mohakhali C.A., Dhaka-1212, Bangladesh represented by its Chief Executive Officer (hereinafter referred to as "PBTL" which expression shall be deemed to mean and include its successors-in-interest and assigns);

AND

Formula One International Limited, a company having its registered office at House 13, Road 3, Dhanmondi, Dhaka - 1205, Bangladesh (hereinafter referred to as "FORMULA ONE" which expression shall be deemed to mean and include its successors-in-interest and assigns).

PBTL and FORMULA ONE are hereinafter referred to in this Agreement individually as Party and collectively as Parties

WHEREAS "PBTL" is licensed to operate cellular fixed and mobile services in Bangladesh issued by BTTB dated 25-03-1990 which is revalidated by BTRC vide Revalidation Order number BTRC/ Mobile(6)/PBTL/2002-04 dated 30-11-2004 ("Cellular Operator License") pursuant to the Act.

WHEREAS "FORMULA ONE" is licensed to operate Pre-paid Card Services for local, national and international calls (as shown in Annexure-1) and also authorized to take bulk international and 012 (Economy IDD) traffic from telecom operators in Bangladesh for routing calls to overseas destinations under BTRC's License number PT/Sec-5/4-13/98-166 dated 17.04.01.

WHEREAS PBTL has agreed to routing international traffic through the infrastructure networks of FORMULA ONE under the terms and conditions mentioned hereinafter, which will facilitate the mobile number subscribers/customers of PBTL to reach international destination numbers through the services of Formula One.

NOW, THEREFORE, it is, hereby agreed as follows:

1. DEFINITIONS:

In this Agreement, unless the context otherwise requires

1.1 BTRC: means the Bangladesh Telecommunication Regulatory Commission established under the Bangladesh Telecommunications Act 2001.

1.2 Certificate of Commencement: means the Certificate signed by both the Parties regarding actual operation of interconnection of the Parties' networks upon commissioning of the respective interconnection equipment.

1.3 Commencement Date: means the date on which interconnection of the Parties' networks will be in actual operation upon commissioning of the respective interconnection equipment.

1.4 Days: means working days as far as counting of days as mentioned in this Agreement is concerned.

1.5 Interconnection: means the connection between PBTL and FORMULA ONE networks for one way (from PBTL to Formula One) transmission of telephone traffic (voice only) between the networks of the two Parties.

1.6 Interconnection Link: means the physical junction line (cable or radio or combination of both) by which Interconnection Points of both Parties are connected.

1.7 Mobile Network: means the Telecommunication Systems or Telecommunication Services comprising the public cellular network for provision of mobile call communications

1.8 Mobile Number: means the cellular mobile number that is able to use an operator's mobile network and does not include the fixed number of the operators, where applicable.

1.9 Month: means English Calendar month as far as counting of months as mentioned in this Agreement is concerned.

1.10 Numbering Plan: means the number plan adopted by the BTRC, or the number plan subsequently developed, issued and amended by the BTRC for the administration, management and assignment of numbers.

1.11 Off-Peak Hour: means 2200 hours through 0759 hours subject to change by mutual agreement in writing.

1.12 Peak Hour: means 0800 hours through 2159 hours subject to change by mutual agreement in writing.

1.13 Telecommunication Systems: means telecom equipment and network established for facilitating exchange of voice between intending subscribers.

1.14 Telecommunication Services: means the services/ facilities offered by a Telecommunication System to its subscriber as provided in its respective Operator License.

2. Signaling

2.1 FORMULA ONE's network has to match with the existing signaling system of PBTL's network. In case any mismatch of signaling systems of the two networks occurs, FORMULA ONE shall be completely responsible for changing or modifying its signaling system to match with PBTL's network

2.2 In future, if PBTL introduces new type of signaling system, FORMULA ONE shall have to comply with that signaling system. PBTL shall notify FORMULA ONE of any change at least 3 months in advance.

3. Synchronization

3.1 FORMULA ONE's networks must be in synchronization with PBTL's networks, the latter's networks currently being synchronized with reference to the BTTB (Bangladesh Telegraph & Telephone Board)'s network clock.

3.2 In case of interconnection of two networks where PBTL's network is not synchronized, the Parties will mutually decide on the synchronization signal.

4. Traffic Routing

4.1 PBTL shall route all IDD calls through FORMULA ONE

4.2 A routing table for international traffic between two networks shall be agreed by mutual agreement in writing between the Parties. This routing table shall be updated from time to time through mutual agreement in writings.

4.3 Each Party shall notify the other Party in writing regarding any change or modification of the routing table at least 1 (one) month prior to giving effect to such change.

5. Quality of Service

5.1 Both Parties shall record