R- PROC.

3 -2

PAKISTAN TELECOMMUNICATION COMPANY LIMITED

HEADQUARTERS, G-8/4, ISLAMABAD
NO. R-P tOC.3-2022/3021
FRAME SERVICES CONTRACT
BETWEEN
PAKISTAN TELECOMMUNICATION COMPANY LIMITED
AND
M/s A & A ASSOCIATES
FOR
THE DEPLOYMENT AND MAINTENANCE OF GPON NETWORK IN THE DOMAIN OF PTCL
LAHORE TELECOM REGION-NORTH (“LTR-N”), LAHORE TELECOM REGION-SOUTH (“LTR
AND CENTRAL TELECOM REGION (“CTR”) — PTCL BUSINESS ZONE CENTRAL

AS PER PTCL REQUIREMENTS

E-STAMP
PB-LHR-37485A69S2B6A341
Low Denomination
Rs 100/-

ID:
Type:
Amount:
Description: Applicant: Representative AGREEMENT OR MEMORANDUM OF AN AGREEMENT —(ccc)
From: Agent: A AND A ASSOCIATES[300000-00000000-0] A AND A ASSOCIATES
Address: Self LAHORE
Issue Date: 02-Feb-2024 08:35:10 AM
Delisted On/Validity: Amount in 08-Feb-2024
Words: Reason: One Hundred Rupees Only AGREEMENT IN FAVOR OF PTCL
Vendor Inform‹ation: Asad Ali|PB-LHR-395|AI Faisal Town Lhr Cantt
Type "estamp <16 digit estamp Numbers" sen¢l lo 5100*
FRAME SERVICES CONTRACT No. R-PROC.3-2022 /3021

This Frame Services Contract (the “Contract”) is hereby made at LTR-S, LTR-N & CTR on 10"’ day of Jan,
2024.
BY AND BETWEEN
PAKISTAN TELECOMMUNICATION COMPANY LIMITED, incorporated under the Companies Ordi
(XLVII of 1984) with its registered office at PTCL Head Office, Room # 17, Ground Floor (Margalla Side), U
Plot # 55-C, Main Jinnah Avenue, Sector F-7/1, Blue Area, Islamaba'd, Pakistan (hereafter referred to as “PTCL”, wh
expression is deemed to include its successors-in-interest and permitted
assigns) of the First Pad;
AND
M/s A & A ASSOCIATES, a partnership firm registered and existing under the laws of Partnership Act,1932 having
office at 845 W Phase-Ill DHA Lahore through its duly authorized officer Mr. Mohammad Rainzan, bearing CNIC
No.:54400040l6365 (hereinafter referred to as, the “Contractor” which term where the context so permits shall m
include its successors-in-interest, authorized representatives and perlu itted assigns) of the Second Part;
PTCL and Contractor shall hereafter, collectively be referred to as “Parties” and individually as “Party”. RECITAL
WHEREAS, PTCL desires to engage the services of a credible company for the provisioning of “OSP (Outside
Plant) Fiber and GPON Services i.e. deployment and maintenance of OSP Fiber Network” in PTCL Lalioie Te
Region-North (“L"I"RN”), Lahore Telecom Region-South (“LTR-S”) And Central Telecom Region (“CTR”) as d
this Contract/PO and further detailed at subsequent Annexures;
AND WHEREAS, Contractor made their offer dated 10-01-2024 (the “Offer”) against Tender No. R-PROC.3- 2022 /3021
contract for deployment of OSP Fiber & G
f3N network” with all subsequent

clarifications/amendments and undertaking from the date of s 11.0 fler up to the date of award of France

r
Cont act, meeting PTCL specifications.
AND WHEREAS, PTCL has accepted the aforesaid Offer of the Contractor, subject to conditions as have been defin
Frame Contract, Introduction to Work, Technical Specifications and Tender Documents issued to the Contractor;
AND WHEREAS, the Contractor shall be responsible for provisioning of services related to “OSP Fiber & GP
deployment” from time to time and strictly on “as and when required basis”, in accordance with the Specifications a
this Contract.
NOW THEREFORE, in consideration of the mutual covenants and promises contained herein for good and va
consideration, the adequacy of which is hereby acknowledged by the Parties and the mutual benefits to be derived
the representations, warranties, covenants, conditions and promises contained herein below and intending to be
bound, the Parties agree as tinder:

DEFINITIONS & INTERPItETATIONS

In this Contract, the following terms shall be interpreted as indicated:
1.1 Definitions
a)
"Approved" or "Approval" means approved in writing by PTCL.
b) "BOQ" stands for Bill of Quantities of each job/work as mentioned in this Frame Contract and its annexes
according to which the Contractor shall supply Services subject to change by agreement of both Parties.
c) "Competent Authority" weans the officer or functionary authorized by PTCL to deal finally with the matt
issue(s).
d) "Completion Date" means the date by which the Contractor is required to complete the Contract/
e) "Confidential information" means any information disclosed in any form whatsoever (including, brit not
to, disclosure made in writing, orally or in the form of samples, models, computer programs or otherwise) by the discl
Party to the receiving Party under this Contract, provided that (i) if such information is disclosed by the disclosing
in writing, it shall be marked as confidential at the time of disclosure, (ii) the nature of such information makes it o
that it is confidential.
"Contract Price" means the price payable to the Contractor under the Contract or Purchase Order issued under this
full and proper performance of its contractual obl igations.

8) "Contractor's Representative" means the person authorized by the Contractor and named as such
in the Contract and approved by the PTCL in the manner provided in the Contract.
1) "Country of Origin" means the countries and territories eligible under the rules elaborated in the
Contract.
i) "Day" means any Calendar Day of the Gregorian calendar.
j) "Documentation" means documentation specified in the relevant Article(s).
k) "Effective Date" means the date of Contract as stated in Clause 5 of the Contract upon signing
Contract by the Parties.
1) "FAC" or “Final acceptance certificate" means a written certificate, dated, signed, and issued to the Co
by PTCL's Representative in accordance with clause no. 18 herein below confirming that during the warrant
period, the Services have satisfactorily operated in accordance with the contract specifications and that all the cont
obligations under the contract have been satisfactorily performed.
"Force Majeure" means Acts of God, Government restrictions, war and hostilities, invasion, act of foreign enemie
rebellion, revolution, riot, industrial disputes, commotion, Import and/or Export restrictions, natural disasters an
similar risks that are outside of Contractor's and
PTCL's control.
"Goods receipt note" or "GRN" means certificate issued by PTCL's Representative certifying receipt of supplies i
order and condition.
o) "GPON" means gigabyte passive optical network of PTCL.
p) "Liquidated Damages" means the monetary damages imposed upon the Contractor and payable to PT
the Contractor on account of its late delivery of whole or part of the project/Contract/PO. Monetary d
shall be payable for the delayed portion beyond the overall completion date of the project/Contract/PO.
q) "Month" means Calendar Month of the Gregorian calendar.
r) "Offer" means the sealed quotation/bid and all subs uent clarifications submitted by the Contracto
accepted by PTCL in response t d in ation with the Tender Documents.

”'. i
 R- PROC.3 -2022 /3021

MPANY LIMITED
MABAD

ANY LIMITED

WORK IN THE DOMAIN OF PTCL'S

ELECOM REGION-SOUTH (“LTR-S”)
L BUSINESS ZONE CENTRAL

R-PROC.3-2022/3021
Scan for online verification

?@vf
N AGREEMENT —(ccc)
D A ASSOCIATES

R OF PTCL

s" sen¢l lo 5100*

. R-PROC.3-2022 /3021

'’ *.a.I
”
-S, LTR-N & CTR on 10"’ day of Jan,

incorporated under the Companies Ordinance 1984

om # 17, Ground Floor (Margalla Side), Ufone Tower,
akistan (hereafter referred to as “PTCL”, which

der the laws of Partnership Act,1932 having its registered

Mr. Mohammad Rainzan, bearing CNIC
h term where the context so permits shall mean and
assigns) of the Second Part;
es” and individually as “Party”. RECITALS:
r the provisioning of “OSP (Outside
OSP Fiber Network” in PTCL Lalioie Telecom
And Central Telecom Region (“CTR”) as described in

er”) against Tender No. R-PROC.3- 2022 /3021 for “Framework

11.0 fler up to the date of award of France

tor, subject to conditions as have been defined in this
nder Documents issued to the Contractor;
ng of services related to “OSP Fiber & GPON network
sis”, in accordance with the Specifications and terms of

promises contained herein for good and valuable

rties and the mutual benefits to be derived therefrom,
ontained herein below and intending to be legally

dicated:

tioned in this Frame Contract and its annexes

nge by agreement of both Parties.
horized by PTCL to deal finally with the matter(s) in

actor is required to complete the Contract/PO.

d in any form whatsoever (including, brit not limited
computer programs or otherwise) by the disclosing
ch information is disclosed by the disclosing Party
, (ii) the nature of such information makes it obvious

Contract or Purchase Order issued under this for the

the Contractor and named as such

he Contract.
e under the rules elaborated in the

ant Article(s).
Clause 5 of the Contract upon signing of the

certificate, dated, signed, and issued to the Contractor

ein below confirming that during the warranty
contract specifications and that all the contractors'

nd hostilities, invasion, act of foreign enemies,

nd/or Export restrictions, natural disasters and other
 Representative certifying receipt of supplies in good

sed upon the Contractor and payable to PTCL by

part of the project/Contract/PO. Monetary damages
etion date of the project/Contract/PO.

t clarifications submitted by the Contractor and

ments.
 s)
“OSP” or “Outside plant” means all the components of PTCL fiber network including cables, hand-h
man-holes and infrastructure that are located outside of a building/exchange.
“PAC” or “Provisional acceptance certificate” means a certificate written, dated, signed and issued to
Contractor by PTCL's Representative, indicating that the Services have been completed as per issued P
under this Contract, and PAT report has been issued whereby all major snags have been cleared by the Contr
that have been raised in PAT by PTCL.
“PAT” or“Provisional acceptance test” means testing of the Services provided by the Contractor and standard
procedures for testing. The PAT shall be deemed successful once the report is issued by quality assurance tea
PTCL. PTCL's Representative shall always remain the single point of contact/interface for Contractor, for ac
related to PAT. For avoidance of doubt, it is to clarify that PAT committee shall not directly interact with
Contractors and all communications with the Contractors shall be routed in writing through PTCL's
Representative, for activities related to PAT. PTCL shall perform the PAT within fourteen (14) calendar days
offering of Services for final inspection by the Contractor.
"Persons” Words persons shall include firms, companies and Government entities.
w) “Performance BondfSecurity” means an unconditional and irrevocable guarantee issued by a ban
located in Pakistan and acceptable to PTCL on non-judicial stamp paper commensurate with the value of the
Contract. The value of the Performance Bond/Security shall be as specified in the Contract terms and conditi
“POfPOs/PO(s)” means Purchase Order(s) issued from time to time to the Contractor during the validity of
Contract, as per price and other terms/conditions stipulated in the Contract/PO. By default, all the POs would
having the same terms and conditions as of the Contract until and unless otherwise expressly stated in the
respective PO.
y) “PTCL's Representative” shall mean Group Director (Fixed & Wireless Access Network
Deployment) of concerned region to act for and on behalf of the PTCL with respect to this Contract
and resulting POs.

)
aa)
bb)

cc) “Site” means the land or locations, buildings and other places where Services shall be delivered
by the Contractor as specified in the relevan
issued under this Contract.
dd)
ee)
)

“Sub-Contractor including Vendors” means any person to wh Services is sub-

contracted directly or indirectly by Contr r
“Sub-Contractor including Vendors” means any person to wh Services is sub-
contracted directly or indirectly by Contr r
 s)
“OSP” or “Outside plant” means all the components of PTCL fiber network including cables, hand-holes,
man-holes and infrastructure that are located outside of a building/exchange.
“PAC” or “Provisional acceptance certificate” means a certificate written, dated, signed and issued to the
Contractor by PTCL's Representative, indicating that the Services have been completed as per issued PO(s)
under this Contract, and PAT report has been issued whereby all major snags have been cleared by the Contractor
that have been raised in PAT by PTCL.
“PAT” or“Provisional acceptance test” means testing of the Services provided by the Contractor and standard
procedures for testing. The PAT shall be deemed successful once the report is issued by quality assurance team of
PTCL. PTCL's Representative shall always remain the single point of contact/interface for Contractor, for activities
related to PAT. For avoidance of doubt, it is to clarify that PAT committee shall not directly interact with
Contractors and all communications with the Contractors shall be routed in writing through PTCL's
Representative, for activities related to PAT. PTCL shall perform the PAT within fourteen (14) calendar days after
offering of Services for final inspection by the Contractor.
"Persons” Words persons shall include firms, companies and Government entities.
w) “Performance BondfSecurity” means an unconditional and irrevocable guarantee issued by a bank
located in Pakistan and acceptable to PTCL on non-judicial stamp paper commensurate with the value of the
Contract. The value of the Performance Bond/Security shall be as specified in the Contract terms and conditions.
“POfPOs/PO(s)” means Purchase Order(s) issued from time to time to the Contractor during the validity of the
Contract, as per price and other terms/conditions stipulated in the Contract/PO. By default, all the POs would be
having the same terms and conditions as of the Contract until and unless otherwise expressly stated in the
respective PO.
y) “PTCL's Representative” shall mean Group Director (Fixed & Wireless Access Network
Deployment) of concerned region to act for and on behalf of the PTCL with respect to this Contract
and resulting POs.

“RoW and RoW FACILITATION” means right of way (“RoW’) for deployment of
telecommunication network in a certain area whereas RoW facilitation means to facilitate in
acquisition of RoW. Separate PO shall be issued by PTCL if RoW and/or RoW facilitation is
required from the Contractor, at the sole discretion of PTCL.
“SAN” means service acceptance note issued by PTCL's Representative in system after successful
completion of Services by the Contractor as per the requirement stated in relevant PO issued under this
Contract.
"Services" means supply and/or installation of materials, excavation, boring, ie-instatement of
surface, splicing, rodding, jointing and termination, right of way acquisition and facilitation,
provision of skilled, semi-skilled and un-skilled labor for maintenance of existing or deployment
of new OSP fiber and GPON network, as mentioned in relevant PO(s) issued under this Contract.
cc) “Site” means the land or locations, buildings and other places where Services shall be delivered
by the Contractor as specified in the relevant PO(s)
issued under this Contract.
“SOC” means Statement of Compliance submitted/fulfilled by the Contractor as per PTCL's
requirements, forming an integral part of the Contract.
“Specifications” or “Standards” means PTCL internal standards documents i.e. TR-l92A, TR- 192B
and TR-192C, annexed to this Contract as Annexures-Al, A2 and A3.
“Timeline” means the time schedule as stated in respective PO(s) within which completion of the
Services as a whole (or of a part of the Services where a separate time for completion of such part has
been prescribed) is to be attained in accordance with the specifications and the relevant provisions
of the Contract.
“Warranty period” shall mean the one (01) calendar year period starting from the date of issuance of
PAC in case of Services; and from the date of delivery challan for supplies only to PTCL.
execution of any part of the (subject to prior approval of
ntractor including Vendors” means any person to wh Services is sub-
d directly or indirectly by Contr r
ntractor including Vendors” means any person to wh Services is sub-
d directly or indirectly by Contr r
PTCL) and includes its legal successors and/or permitted assigns.
ii)
“Tender Documents” means request for proposal (“RFP”) documents issued to the bidders by
PTCL.
jj) “Parent Company” For the purposes of this Contract, Parent Company shall mean Etisalat
Telecommunications Corporation, or any Etisalat Group Holding Company formed hereafter. Affiliates
Subsidiaries shall mean any of the entities listed as subsidiaries or affiliates of the parent company in accorda
with section X of this Contract. Contracting Party shall mean any affiliate or subsidiary listed in section X th
Contractual relationship with the Contractor.
The Parent Company shdl, at its sole option, have the right to either add or delete any entity as an Affiliate an
subsidiary to/from whatever is listed in section X of this Contract by sending a notice in writing to the
Contractor. The Contractor shall immediately be required to recognize such Affiliates and/or Subsidiaries of
Parent Company.

The Contractor hereby acknowledges and agrees that Parent Company or any Affiliate and/or
Subsidiary as defined in section X of this Contract shall have the right to access and benefit from the
conditions, pricing and all other aspects of this Contract for the purposes of analyzing and benchmar
the information contained herein for its own procurement purposes except agreed unit prices
applicable for PTCL only.
In the event that the Contracting Party requests the and the Contractor to further negotiate the ter
conditions, pricing or specifications to accommodate additional requirements to be incorporat
its Contracts, the the Contractor shall undertake such negotiations in good faith with a view to exte
any resulting additional benefits to the Parent Company and all other interested Affiliates /
Subsidiaries except agreed unit prices applicable for PTCL only.
Section-X
Parent Company:
Etisalat Teleconimunications Corporation “Etisalat” - UAE
Existing Subsidiaries or Affiliates of the Parent Company:
No. Company Names Country
1 Emirates Telecommunications Group Company PJSC United Arab
(Etisalat) and its subsidiaries Emirates

2 Etihad Etisalat Company (Mobily) Saudi Arabia

3 Etisalat Misr S.A.E. Egypt
4 Etisalat Afghanistan LLC Afghanistan

5 Pakistan Telecommunication Company L 'les '1 Cf

(PTCL)
Pak Telecom Mobile Limited (Ufone)

7 Itissalat-Al-Maghrib (Maroc Telecom) & subsidiaries

Interprctations
1.2
ments issued to the bidders by

pany shall mean Etisalat

mpany formed hereafter. Affiliates and/or
es of the parent company in accordance
e or subsidiary listed in section X that has a

or delete any entity as an Affiliate and/or

ending a notice in writing to the
ch Affiliates and/or Subsidiaries of the

Company or any Affiliate and/or

right to access and benefit from the terms,
urposes of analyzing and benchmarking
rposes except agreed unit prices

ntractor to further negotiate the terms,

nal requirements to be incorporated in
ns in good faith with a view to extend
all other interested Affiliates /

Country
PJSC United Arab
Emirates

Saudi Arabia
Egypt
Afghanistan
L 'les '1 Cf k Stdfl

Pakistan
Morocco
- pttl

2. PURPOSE OF THE CONTRACT

2.1 The purpose of the Contract is to set out the terms and conditions and lock rates/prices for the procure
the Services from the Contractor as further detailed under the Contract/PO(s). The Parties intend to establish this Con
enable the provision of the Services by the Contractor to PTCL in accordance with individual Purchase Order(s) as may
issued by PTCL from time to time at its sole discretion, in accordance with the Contract, at the agreed prices and on the
terms set out herein.
2.2 lt is hereby acknowledged and agreed that the execution of the Contract does not, in and by itself, commit P
procure the Services from the Contractor. Any commitment to purchase, from the Contractor under the Contract shall
out in Purchase Order (s) issued from time to time as the need arises. Issuance of such Purchase Order (s) shall be in t
entire discretion of PTCL.
2.3 Nothing herein contained creates any kind of exclusivity in favour of the Contractor, and PTCL shall be free to
similar Services from third parties.

3. INTRODUCTION/SCOPE OF WORK
3.1 The Contractor shall be responsible to provide the Services as further stated in the Anitexure-A subject to
of PO(s) by PTCL from time to time and as and when required basis as per the approved rates under the Contract, wh
shall set out the individual items ordered by PTCL to meet its operational requirements.
3.2 PTCL shall pay; the Contractor shall receive and accept as full compensation for everything furnished
done by the Contractor under this Contract at the time and in the manner prescribed by the conditions of the Contract
POs issued from time-to-time on need/ requirements basis under this Contract (during the validity of the Contract), as p
rates agreed under the Contract, at the time and in the wanner prescribed by the conditions of the Contract and subsequ
PO(s).
3.3 Time is the essence of the Contract/PO in consideration of the payment to be made to the Contractor by PTC L,
Contractor hereby covenants with PTCL for themselves, their legal representative(s), successors and assigns that they s
and perform all acts and things in the Contract mentioned or completion of the Contract within the time with due dilig
and care and at all times to take all precautions to ensure completion within the mutually agreed specified time.
3.4 The Contractor shall. subject to the provisions of the Contract and applicable PO(s), with due care and diligenc
strict conformance in all respects with the provisions hereof and in respect with the state of the an, trade practices and
design and manufacture and in accordance with the Specification deliver the Services as set forth in this Contract inc
but limited to the following:
 4. ANNEXURES AND THE PRIORITY OF DOCUMENTS
4.1 The following Annexures (initialed by the Parties for the purposes of identification) shall be deemed t
and be read and construed as part of the Contract and “Contract” shall accordingly be construed so as to mean and inclu
Contract and the annexures annexed hereto, namely:
• Annexure A - Price sclteilule

Annexure AI — TR-192A (Stan‹larJ for Optical iber Ciible

• Annexure A2 - TR192B (Standard for Ariel Optic‹il Fiber C‹ible Installation)

• Annexure A3 - TRI92C (Stiindard for Optic Fiber Cable Laying for GPON Nettvork)
4.2
The preamble and the following documents, in order of priority, forts an integral part of this Contract. In
of any conflict between the terms of these documents and provisions of this Contract, such conflict shall be reso
with reference to the provisions of this Contract:
a) This Contract including summarized terms and conditions,
b) Attached Annexures, and
c) PO(s)

5. EFFECTIVE DATE AND TERM OF CONTRACT

The term of this Contract is for a period of three years (“Term”) commencing from 10"’ January, 2024 (“Effective
and ending on 09“ January, 2027 (both days inclusive) and way be renewed with the mutual written consent o
Parties, unless terminated earlier in accordance in accordance with the terms of the Contract.

6. COUNTRY OF ORIGIN
The Contractor will ensure and give a declaration that no Services (or any part thereof) supplied and performed
(respectively), shall have their origin in Israel, Iran, Cuba, Sudan, North Korea, Taiwan or India and that no Serv
shall be provided through Israel, Iran, Cuba, Sudan, North Korea, Taiwan or India or using their airlines or vessels.

7. NOTICES
7. I Any notice given by one Party to the other pursuant to this Contract and resulting POs shall be sent
in writing and confirmed in writing to the address
specified for that purpose.
7.2 A notice shall be effective when delivered or on the notice's effective date, whichever is later.

7.3 Following are authorized persons for serving the notices to each other:
For PTCL:Designation: Group VP (Regional Procurement & SCM) Address: PTCL Headquarters, G-8/4,
 For Contractor:Designation: Managing PartnerAddress: 845 W Phase-lll DHA Lahore Phone:

8. CORRESPONDENCE
8.1 The Contractor shall not indulge into correspondence uncon ed offices and organizations within or
PTCL prior to or after the award th ont t or later. Following are the key

Contact personnel of PTCL regarding correspondence and serving of notices concerning the Contract.
i. Group VP (Regional Procurement & SCM), PTCL HQ, Islamabad
ii. SM (Regional Procurement) Central-l, PTCL CTH Exchange, Lahore.
8.2
In case of any change in the contact details/personnel of Contractor and/or its authorized
Representative/Distributors, Contractor shall inform PTCL in writing well in time for record and further necessary meas

9. AUTHORIZED REPRESENTATIVES
9.1 Immediately after signing of the Contract, the Contractor shall appoint its duly authorized representative
notify PTCL for approval thereof (“Representative”). The Contractor shall ensure that any and all staff/personnel,
including without limitation the Representative, provided under the Contract is suited in qualifications, experience, ski
health and temperament for the conditions and environment in which the Services are to be performed and are capable o
effecting timely performance of the Services to PTCL’s satisfaction.
9.2 The Contractor shall be responsible for all the acts, omissions, performance and behaviour of its employees,
Representative, and Sub-Contractors, if any. PTCL reserves the right to request the Contractor to change any of its
personnel/Representative/Sub-Contractor without assigning any reason. If any such request is wade the Contractor shall
immediately cause such replacement with someone of equal or better qualifications and experience.
9.3 The Representative shall be duly authorized (through appropriate documents/instrulnents) to act on behalf of t
Contractor with respect to any and all matters relating to the performance of the Contract, and will extend full support an
assistance to PTCL.

10. AFFIRMATION
10.1 No official or employee of PTCL shall be admitted to any share or part of this Contract/PO or to any benefit
may arise there from.
10.2 The Contractor declares and affirms that:
The Contractors and its shareholders, directors, officers, employees and agents have neither paid nor undertaken to p
pay-off, kick-back or unlawful commission. The Contractor and its shareholders, directors, officers, employees, an
agents have not in any way or manner paid any sums, whether in Rupees or a foreign currency and whether in Pakistan
abroad, given or offered to give any such gifts and presents in Pakistan or abroad, to any official or employee of the PTC
any other person to procure this Contract. The Contractor undertakes not to engage in any of these or similar acts du
the term of this Contract.

10.3 The Contract shall be terminated during any time of execution if such an act is proved in the
reasonable opinion of PTCL.
11. RESPONSIBILITY
11.1 The Contractor shall conform with and abide by the provisions of all Federal, Provincial, local laws,
regulations and any other laws for the time being in force in Pakistan including all regulation's or by-laws or oth
duly constituted authority within Pakistan which may be applicable to the performance of the Contract/PO and the rules a
regulations of public bodies and companies whose property or rights are affected or may be affected in any way by t
works (here in after referred to as “State Laws”) and shall give all notices and pay all fines required to be given or paid
thereby and shall keep PTCL indemnified against all penalties of every kind for breach of any of the same. For the
execution of work as mentioned in the Contract/PO(s), Annexures, the Contractor shall be entirely responsible in all resp
11.2 For the term of the Contract/PO, as far as reasonably practica e and withotlt liability on its part, PTCL shall
provide such information as may ‘red b he Contractor.
 R-PROC.3-2022 /3021
Words importing persons or parties shall include firms and corporations and any organization having legal
capacity.
Words importing the singular or so include the plural and vice versa where the context requires. Words
importing one gender also include the other gender.
Persons
Words importing persons or parties shall include firms, companies and government entities.

2. PURPOSE OF THE CONTRACT

2.1 The purpose of the Contract is to set out the terms and conditions and lock rates/prices for the procurement of
the Services from the Contractor as further detailed under the Contract/PO(s). The Parties intend to establish this Contract to
enable the provision of the Services by the Contractor to PTCL in accordance with individual Purchase Order(s) as may be
issued by PTCL from time to time at its sole discretion, in accordance with the Contract, at the agreed prices and on the agreed
terms set out herein.
2.2 lt is hereby acknowledged and agreed that the execution of the Contract does not, in and by itself, commit PTCL to
procure the Services from the Contractor. Any commitment to purchase, from the Contractor under the Contract shall be set
out in Purchase Order (s) issued from time to time as the need arises. Issuance of such Purchase Order (s) shall be in the
entire discretion of PTCL.
2.3 Nothing herein contained creates any kind of exclusivity in favour of the Contractor, and PTCL shall be free to order
similar Services from third parties.

3. INTRODUCTION/SCOPE OF WORK
3.1 The Contractor shall be responsible to provide the Services as further stated in the Anitexure-A subject to issuance
of PO(s) by PTCL from time to time and as and when required basis as per the approved rates under the Contract, which
shall set out the individual items ordered by PTCL to meet its operational requirements.
3.2 PTCL shall pay; the Contractor shall receive and accept as full compensation for everything furnished and
done by the Contractor under this Contract at the time and in the manner prescribed by the conditions of the Contract against
POs issued from time-to-time on need/ requirements basis under this Contract (during the validity of the Contract), as per unit
rates agreed under the Contract, at the time and in the wanner prescribed by the conditions of the Contract and subsequent
PO(s).
3.3 Time is the essence of the Contract/PO in consideration of the payment to be made to the Contractor by PTC L, the
Contractor hereby covenants with PTCL for themselves, their legal representative(s), successors and assigns that they shall do
and perform all acts and things in the Contract mentioned or completion of the Contract within the time with due diligence
and care and at all times to take all precautions to ensure completion within the mutually agreed specified time.
3.4 The Contractor shall. subject to the provisions of the Contract and applicable PO(s), with due care and diligence and in
strict conformance in all respects with the provisions hereof and in respect with the state of the an, trade practices and rules,
design and manufacture and in accordance with the Specification deliver the Services as set forth in this Contract including
but limited to the following:
4. ANNEXURES AND THE PRIORITY OF DOCUMENTS
4.1 The following Annexures (initialed by the Parties for the purposes of identification) shall be deemed to form
and be read and construed as part of the Contract and “Contract” shall accordingly be construed so as to mean and include the
Contract and the annexures annexed hereto, namely:
• Annexure A - Price sclteilule

xure AI — TR-192A (Stan‹larJ for Optical iber Ciible

• Annexure A2 - TR192B (Standard for Ariel Optic‹il Fiber C‹ible Installation)

• Annexure A3 - TRI92C (Stiindard for Optic Fiber Cable Laying for GPON Nettvork)
4.2
The preamble and the following documents, in order of priority, forts an integral part of this Contract. In case
of any conflict between the terms of these documents and provisions of this Contract, such conflict shall be resolved
with reference to the provisions of this Contract:
a) This Contract including summarized terms and conditions,
b) Attached Annexures, and
c) PO(s)

5. EFFECTIVE DATE AND TERM OF CONTRACT

The term of this Contract is for a period of three years (“Term”) commencing from 10"’ January, 2024 (“Effective Date”)
and ending on 09“ January, 2027 (both days inclusive) and way be renewed with the mutual written consent of the
Parties, unless terminated earlier in accordance in accordance with the terms of the Contract.

6. COUNTRY OF ORIGIN
The Contractor will ensure and give a declaration that no Services (or any part thereof) supplied and performed
(respectively), shall have their origin in Israel, Iran, Cuba, Sudan, North Korea, Taiwan or India and that no Services
shall be provided through Israel, Iran, Cuba, Sudan, North Korea, Taiwan or India or using their airlines or vessels.

7. NOTICES
7. I Any notice given by one Party to the other pursuant to this Contract and resulting POs shall be sent
in writing and confirmed in writing to the address
specified for that purpose.
7.2 A notice shall be effective when delivered or on the notice's effective date, whichever is later.

7.3 Following are authorized persons for serving the notices to each other:
For PTCL:Designation: Group VP (Regional Procurement & SCM) Address: PTCL Headquarters, G-8/4, Islamabad.Phone:
 For Contractor:Designation: Managing PartnerAddress: 845 W Phase-lll DHA Lahore Phone: 0321-4822222Cell:

8. CORRESPONDENCE
8.1 The Contractor shall not indulge into correspondence uncon ed offices and organizations within or outside
PTCL prior to or after the award th ont t or later. Following are the key

ontact personnel of PTCL regarding correspondence and serving of notices concerning the Contract.
Group VP (Regional Procurement & SCM), PTCL HQ, Islamabad
SM (Regional Procurement) Central-l, PTCL CTH Exchange, Lahore.
In case of any change in the contact details/personnel of Contractor and/or its authorized
epresentative/Distributors, Contractor shall inform PTCL in writing well in time for record and further necessary measures.

AUTHORIZED REPRESENTATIVES
Immediately after signing of the Contract, the Contractor shall appoint its duly authorized representative and
fy PTCL for approval thereof (“Representative”). The Contractor shall ensure that any and all staff/personnel,
uding without limitation the Representative, provided under the Contract is suited in qualifications, experience, skill,
lth and temperament for the conditions and environment in which the Services are to be performed and are capable of
cting timely performance of the Services to PTCL’s satisfaction.
The Contractor shall be responsible for all the acts, omissions, performance and behaviour of its employees,
resentative, and Sub-Contractors, if any. PTCL reserves the right to request the Contractor to change any of its
sonnel/Representative/Sub-Contractor without assigning any reason. If any such request is wade the Contractor shall
mediately cause such replacement with someone of equal or better qualifications and experience.
The Representative shall be duly authorized (through appropriate documents/instrulnents) to act on behalf of the
ntractor with respect to any and all matters relating to the performance of the Contract, and will extend full support and
stance to PTCL.

0. AFFIRMATION
0.1 No official or employee of PTCL shall be admitted to any share or part of this Contract/PO or to any benefit that
ay arise there from.
0.2 The Contractor declares and affirms that:
he Contractors and its shareholders, directors, officers, employees and agents have neither paid nor undertaken to pay,
ay-off, kick-back or unlawful commission. The Contractor and its shareholders, directors, officers, employees, and
gents have not in any way or manner paid any sums, whether in Rupees or a foreign currency and whether in Pakistan or
broad, given or offered to give any such gifts and presents in Pakistan or abroad, to any official or employee of the PTCL or
ny other person to procure this Contract. The Contractor undertakes not to engage in any of these or similar acts during
e term of this Contract.

0.3 The Contract shall be terminated during any time of execution if such an act is proved in the
reasonable opinion of PTCL.
1. RESPONSIBILITY
1.1 The Contractor shall conform with and abide by the provisions of all Federal, Provincial, local laws,
gulations and any other laws for the time being in force in Pakistan including all regulation's or by-laws or other
uly constituted authority within Pakistan which may be applicable to the performance of the Contract/PO and the rules and
gulations of public bodies and companies whose property or rights are affected or may be affected in any way by the
orks (here in after referred to as “State Laws”) and shall give all notices and pay all fines required to be given or paid
ereby and shall keep PTCL indemnified against all penalties of every kind for breach of any of the same. For the
xecution of work as mentioned in the Contract/PO(s), Annexures, the Contractor shall be entirely responsible in all respect.
1.2 For the term of the Contract/PO, as far as reasonably practica e and withotlt liability on its part, PTCL shall
ovide such information as may ‘red b he Contractor.
12.
CONFIDENTIALITY OF INFORMATION
12.1
The Contractor acknowledges that in the course of the performance of this Contract it may obtain Confidential
Information of the other Party. The Receiving Pany shall, at all times, both during the term of this Contract and
thereafter for a period of five (05) years keep in confidence and trust all of the Disclosing Party's Confidential Information
received by it , or any provision thereof, or any specification, plan, drawing, pattern, sample or information and data,
whether technical, financial, legal or commercial, disclosed to it by the other Party, orally or in writing, which is
expressly marked as confidential, or shall be deemed to be confidential according to its nature, including but not
limited to trade secrets, know-how, patents research, business plans, marketing information, information concerning its
customers, information relating to its financial status and any other technical, commercial and/or financial information,
furnished by or on behalf of that Party in connection therewith, to any person other than a person employed by the
other Party in the performance of the Contract. Disclosure to any such employed person shall be made in
confidence and shall extend only as far as may be necessary for the purposes of such performance.

12.2 The Receiving Pany shall not use the Confidential Information of the Disclosing Party other than as necessary
to fulfill the Receiving Party's obligations or to exercise the Receiving Party's rights under the terms of this Contract.
The Receiving Party shall take reasonable steps to prevent unauthorized disclosure or use of the Disclosing Party's
Confidential Information and to prevent it from falling into the public domain or into the possession of unauthorized
persons, but in no event shall the Receiving Party use less care than it would in connection with its own Confidential
Information of like kind.
12.3 The Contractor shall not, without the PTCL's prior written consent, make use of any documents or information
enumerated in paragraph except for purposes of performing the Contract.

1 2.4 The Contractor agrees that in the event of any violation of the duty of confidentiality and such violation
I 2.5 constitutes a fundamental breach of this Contract and shall result in grave and serious injrlry and damage to
PTCL and that no monetary damages can adequately compensate such injury and damages.
The Contractor agrees that, in the event of any breach of the duty of confidentiality herein, the affected party
shall have the absolute right to seek an equitable relief, such as an injunction or any other appropriate order to
prevent or forbid the other Party froln continuing the breach of the provisions herein and the breaching
party shall pay to the other all losses and damages arising there
from together with all cost and expenses incurred thereby.

2.d The Contractor further agrees, upon expiration or earlier termination of this Contract for whatever cause, all
Confidential Information disclosed hereunder, including copies thereof, shall be returned to the disclosing party within
three (03) working days from the date of such termination or expiration, or if the disclosing party instructs the
Confidential Information to be destroyed, the receiving party shall sign a declaration certifying that all the related
Confidential Information lfas been destroyed within three (03) working days thereof.

13. PERMITS AND AUTHORIZATIONS

13.1. The Contractor shall be solely responsible for obtaining all permits, licenses, authorizations, consents and
approvals etc. that may be required for the execution, delivery and performance of the Contract. Any failure or delay in
performance caused due to any failure to timely obtain, and to maintain and renew (as required), any permits, licenses,
authorizations, consents and approvals shall not constitute an event of Force Majeure rather a material breach of the
Contract.
I 3.2.
l4. 14.1.
, ^ I

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R-PROC.3-2022 /3021
be applicable to the performance of the Contract and the rules and regulations of public bodies and companies whose
property or rights are affected or way be affected in any way by the works (hereafter referred to as “State Laws”)
and shall give air notices and pay all fines required to be given or paid thereby and shall keep PTCL indemnified
against all penalties of every kind for breach of any of the same. For the term of the Contract, as far as reasonably
practicable and without liability on its part, PTCL shall provide such information as may be required by the Contractor.
14.2. Contractor's Negligence
14.2.1. The Contractor shall indemnify PTCL in respect of all injuries or damages to any person or to any property and
against all actions, suits, claims, demands, charges and expenses arising in connection herewith, which shall be occasioned b
the negligence or breach of statutory duty of the Contractor, any sub-Contractor or any other Party acting on behalf of the
Contractor before or after, the whole of the project or Services have been finally accepted.
14.3. Delays in Performance
14.3.1. Delivery of Services shall be made by the Contractor in accordance with the time/delivery schedule specified in th
POs issued under the Contract.
14.3.2. Time is of the essence in completion of the project, all timelines/milestones are to be strictly adhered to.
Any unexcused delay by the Contractor in performance of its delivery/project completion obligations shall render
the Contractor liable to any or all penalties, charges of the deliverables and performance of Services or termination o
the Contract, the Contractor shall prom ptly notify PTCL in writing of the fact of the delay, it's likely duration and its
causes.
14.4. Contractor's Default
14.4.1. If the Contractor neglects to perform the Contract with due diligence and expedition or refuses/ neglects to
comply with any reasonable orders given to it in writing by PTCL or any of its authorized representative in
connection with the performance of the Contract or shall contravene the provisions of the Contract, PTCL may give notic
in writing to the Contractor to make good the failure, neglect or contravention complained of in accordance with the
mechanism set out in Clause 30.1.
14.4.2. If PTCL has to incur extra cost for procuring any part of Services or any such similar Services not delivered in
accordance with the Contract/PO on the date of such termination, the Contractor shall pay on demand within one month
the amount of such extra cost together with the penalty amounting to 20% of the ContracVPO value of such part of
Services as may be under delay.
15. CONTRACTOR'S PERSONNEL
15.1. The Contractor shall ensure that the staff it assigns / deputes under the Contract are suited in skill, health and
temperament for the conditions and environment in which the Services are to be performed and that they can
converse fluently and competently discuss, impart and or training technical matters in the English language. The
Contractor shall, when requested, produce to PTCL a full Curriculum Vitae in respect of each of his personnel.
15.2. The Contractor shall be responsible for all the acts, omissions, performance and behavior of its employees /
personnel.
15.3. The Contractor shall ensure that its personnel diligently perform their duties and avoid disputes, iiifractions,
interferences, work stoppages, slowdowns, disputes, strikes and delays etc. The Contractor shall at all times take all
reasonable precautions to prevent any unlawful riotous or disorderly conduct by or amongst its personnel and for the
preservation of harmony and peace and protection of persons and property.
15.4. The Contractor shall (and shall cause its personnel) to comply with and implement any instructions of PTCL relate
to such personnel or their performance, without thereby relieving the Contractor of any obligation under this Contract.

16. PUBLICITY
The Contractor shall not and will ensure that no of its Su ntractors etc. will advertise or otherwise disclose th
appointment of the Co or i ub-contractors or the terms of the

Contract (save insofar as may be required by law or may be necessary for the due performance of the Contrac
without the prior approval in writing of PTCL. All copies or material relating to the Contract which is intend
for publication in any form by the Contractor or any Sub-contractors must first be submitted in draft form to P
for approval indicating the countries in which it will appear.
17. GIFTS, BRIBES, COMMISSION AND GRATUITY
17.1.
The Contractor will not offer or give or agree to give or cause to offer or give to any person any gift or consider
of any kind as an inducement or reward for doing or forbearing to do for having done or forbome to do any act in
relation to the obtaining or execution of this Contract or any other agreement with PTCL or for showing or for beari
show favor or disfavor to any person in relation to this Contract or any other agreement with PTCL.
17.2.
The Contractor will not offer or give or agree to give or cause to offer or give to any person any gift or
consideration of any kind as an inducement or reward for doing or forbearing to do for having done or forborne to
any act in relation to the obtaining or execution of this Contract or any other agreement with PTCL or for showing
forbearing to show favor or disfavor to any person in relation to this Contract or any other agreement with PTCL.
17.3. The Contractor shall not enter to this or any other agreement with PTCL in connection with which commissi
has been paid or agreed to be paid by him or on his behalf or to his knowledge unless before the Contract is made
particulars of any such commission and/or terms and conditions of any agreement for the payment thereof have been
disclosed in writing to PTCL.
17.4. Any breach of this Clause 16 by the Contractor or anyone employed by it or acting on its behalf (whether w
or without the knowledge of the Contractor) shall entitle PTCL to terminate the Contract, without prejudice to an
other remedy and rights PTCL may have.
17.5. lfthe Contractor or any of its Sub-contractors / agents offer or give or agree / cause to offer or give to any per
any bribe, gift, gratuity or commission as an inducement or reward for doing or forbearing to do any action in
relation to this Contract or any other agreement with PTCL, or for showing or forbearing to show disfavor to any
person in relation to this Contract or any other agreement with PTCL, then PTCL may enter upon the site an
expel the Contractor. The Contractor represents that no bribes, gift, gratuity, commission etc. as an inducement
reward has been paid or offered to secure this Contract.

18. CONFLICT OF INTEREST

The Contractor undertakes to disclose and report to PTCL any potential conflict of interest it way be aware of now o
becomes aware later on. The conflict of interest covers, without limitation, situations that may influence or affect th
award of this Contract including agreeing or disagreeing to any terms and conditions thereof, the conduct and decision
making of PTCL personnel having role in negotiating, awardin g and ensuring compliance of this Contract, and any dir
indirect
family or business relationship (whether current or of past i.e. within last two (02) years) of any of
the personnel of the Contractor including its subsidiaries/affiliates with any of PTCL personnel including PTCL A
liates. The Contractor undertake to immediately disclose and report to PTCL any situation leading to conflict of intere
agrees that failing to this obligation will give right to PTCL (without prejudice to any other right(s) available to
PTCL) for revoking and/or terminating this Contract forthwith in addition to barring the Contractor from any or
future contracts, bids, proposals, sub-contracts, and any other relationship with PTCL.

19. COVERN INC LAW AND DISPUTE RESOLUTION

19.1. This Contract shall be construed under and governed by the laws of Islamic Republic of Pakistan. The Cont
shall respect the provisions contained in Statutory Rules and Orders Notification (s.z.O), notified by the Governmen
Pakistan.
19.2. In the event of the dispute or dit‘ferences arising between the Partie in connection with this Contrac
PTCL and the Contractor shall make every reaso effo o resolve amicably by direct informal negotiations.
12.
CONFIDENTIALITY OF INFORMATION
12.1
The Contractor acknowledges that in the course of the performance of this Contract it may obtain Confidential
Information of the other Party. The Receiving Pany shall, at all times, both during the term of this Contract and
thereafter for a period of five (05) years keep in confidence and trust all of the Disclosing Party's Confidential Information
received by it , or any provision thereof, or any specification, plan, drawing, pattern, sample or information and data,
whether technical, financial, legal or commercial, disclosed to it by the other Party, orally or in writing, which is
expressly marked as confidential, or shall be deemed to be confidential according to its nature, including but not
limited to trade secrets, know-how, patents research, business plans, marketing information, information concerning its
customers, information relating to its financial status and any other technical, commercial and/or financial information,
furnished by or on behalf of that Party in connection therewith, to any person other than a person employed by the
other Party in the performance of the Contract. Disclosure to any such employed person shall be made in
confidence and shall extend only as far as may be necessary for the purposes of such performance.

12.2 The Receiving Pany shall not use the Confidential Information of the Disclosing Party other than as necessary
to fulfill the Receiving Party's obligations or to exercise the Receiving Party's rights under the terms of this Contract.
The Receiving Party shall take reasonable steps to prevent unauthorized disclosure or use of the Disclosing Party's
Confidential Information and to prevent it from falling into the public domain or into the possession of unauthorized
persons, but in no event shall the Receiving Party use less care than it would in connection with its own Confidential
Information of like kind.
12.3 The Contractor shall not, without the PTCL's prior written consent, make use of any documents or information
enumerated in paragraph except for purposes of performing the Contract.

The Contractor agrees that in the event of any violation of the duty of confidentiality and such violation
constitutes a fundamental breach of this Contract and shall result in grave and serious injrlry and damage to
PTCL and that no monetary damages can adequately compensate such injury and damages.
The Contractor agrees that, in the event of any breach of the duty of confidentiality herein, the affected party
shall have the absolute right to seek an equitable relief, such as an injunction or any other appropriate order to
prevent or forbid the other Party froln continuing the breach of the provisions herein and the breaching
party shall pay to the other all losses and damages arising there
from together with all cost and expenses incurred thereby.

2.d The Contractor further agrees, upon expiration or earlier termination of this Contract for whatever cause, all
Confidential Information disclosed hereunder, including copies thereof, shall be returned to the disclosing party within
three (03) working days from the date of such termination or expiration, or if the disclosing party instructs the
Confidential Information to be destroyed, the receiving party shall sign a declaration certifying that all the related
Confidential Information lfas been destroyed within three (03) working days thereof.

13. PERMITS AND AUTHORIZATIONS

13.1. The Contractor shall be solely responsible for obtaining all permits, licenses, authorizations, consents and
approvals etc. that may be required for the execution, delivery and performance of the Contract. Any failure or delay in
performance caused due to any failure to timely obtain, and to maintain and renew (as required), any permits, licenses,
authorizations, consents and approvals shall not constitute an event of Force Majeure rather a material breach of the
Contract.
 PTCL shall on reasonable notice provide to Contractor's personnel free entry to its Sites when it is required for
execution of Services.
DUTIES AND RESPONSIBILITIES OF CONTRACTOR
The Contractor shall conform with and abide by the provisions of all Federal, Provincial and local Laws,
Regulations and any other Laws for the time being in f e in Pakistan including all regulation's or by-
laws of any local or other duly co uted a ority within Pakistan which may
— m

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R-PROC.3-2022 /3021
be applicable to the performance of the Contract and the rules and regulations of public bodies and companies whose
property or rights are affected or way be affected in any way by the works (hereafter referred to as “State Laws”)
and shall give air notices and pay all fines required to be given or paid thereby and shall keep PTCL indemnified
against all penalties of every kind for breach of any of the same. For the term of the Contract, as far as reasonably
practicable and without liability on its part, PTCL shall provide such information as may be required by the Contractor.
14.2. Contractor's Negligence
14.2.1. The Contractor shall indemnify PTCL in respect of all injuries or damages to any person or to any property and
against all actions, suits, claims, demands, charges and expenses arising in connection herewith, which shall be occasioned by
the negligence or breach of statutory duty of the Contractor, any sub-Contractor or any other Party acting on behalf of the
Contractor before or after, the whole of the project or Services have been finally accepted.
14.3. Delays in Performance
14.3.1. Delivery of Services shall be made by the Contractor in accordance with the time/delivery schedule specified in the
POs issued under the Contract.
14.3.2. Time is of the essence in completion of the project, all timelines/milestones are to be strictly adhered to.
Any unexcused delay by the Contractor in performance of its delivery/project completion obligations shall render
the Contractor liable to any or all penalties, charges of the deliverables and performance of Services or termination of
the Contract, the Contractor shall prom ptly notify PTCL in writing of the fact of the delay, it's likely duration and its
causes.
14.4. Contractor's Default
14.4.1. If the Contractor neglects to perform the Contract with due diligence and expedition or refuses/ neglects to
comply with any reasonable orders given to it in writing by PTCL or any of its authorized representative in
connection with the performance of the Contract or shall contravene the provisions of the Contract, PTCL may give notice
in writing to the Contractor to make good the failure, neglect or contravention complained of in accordance with the
mechanism set out in Clause 30.1.
14.4.2. If PTCL has to incur extra cost for procuring any part of Services or any such similar Services not delivered in
accordance with the Contract/PO on the date of such termination, the Contractor shall pay on demand within one month
the amount of such extra cost together with the penalty amounting to 20% of the ContracVPO value of such part of
Services as may be under delay.
15. CONTRACTOR'S PERSONNEL
15.1. The Contractor shall ensure that the staff it assigns / deputes under the Contract are suited in skill, health and
temperament for the conditions and environment in which the Services are to be performed and that they can
converse fluently and competently discuss, impart and or training technical matters in the English language. The
Contractor shall, when requested, produce to PTCL a full Curriculum Vitae in respect of each of his personnel.
15.2. The Contractor shall be responsible for all the acts, omissions, performance and behavior of its employees /
personnel.
15.3. The Contractor shall ensure that its personnel diligently perform their duties and avoid disputes, iiifractions,
interferences, work stoppages, slowdowns, disputes, strikes and delays etc. The Contractor shall at all times take all
reasonable precautions to prevent any unlawful riotous or disorderly conduct by or amongst its personnel and for the
preservation of harmony and peace and protection of persons and property.
15.4. The Contractor shall (and shall cause its personnel) to comply with and implement any instructions of PTCL related
to such personnel or their performance, without thereby relieving the Contractor of any obligation under this Contract.

16. PUBLICITY
The Contractor shall not and will ensure that no of its Su ntractors etc. will advertise or otherwise disclose the
appointment of the Co or i ub-contractors or the terms of the

Contract (save insofar as may be required by law or may be necessary for the due performance of the Contract)
without the prior approval in writing of PTCL. All copies or material relating to the Contract which is intended
for publication in any form by the Contractor or any Sub-contractors must first be submitted in draft form to PTCL
for approval indicating the countries in which it will appear.
17. GIFTS, BRIBES, COMMISSION AND GRATUITY
17.1.
The Contractor will not offer or give or agree to give or cause to offer or give to any person any gift or consideration
of any kind as an inducement or reward for doing or forbearing to do for having done or forbome to do any act in
relation to the obtaining or execution of this Contract or any other agreement with PTCL or for showing or for bearing to
show favor or disfavor to any person in relation to this Contract or any other agreement with PTCL.
17.2.
The Contractor will not offer or give or agree to give or cause to offer or give to any person any gift or
consideration of any kind as an inducement or reward for doing or forbearing to do for having done or forborne to do
any act in relation to the obtaining or execution of this Contract or any other agreement with PTCL or for showing or
forbearing to show favor or disfavor to any person in relation to this Contract or any other agreement with PTCL.
17.3. The Contractor shall not enter to this or any other agreement with PTCL in connection with which commission
has been paid or agreed to be paid by him or on his behalf or to his knowledge unless before the Contract is made
particulars of any such commission and/or terms and conditions of any agreement for the payment thereof have been
disclosed in writing to PTCL.
17.4. Any breach of this Clause 16 by the Contractor or anyone employed by it or acting on its behalf (whether with
or without the knowledge of the Contractor) shall entitle PTCL to terminate the Contract, without prejudice to any
other remedy and rights PTCL may have.
17.5. lfthe Contractor or any of its Sub-contractors / agents offer or give or agree / cause to offer or give to any person
any bribe, gift, gratuity or commission as an inducement or reward for doing or forbearing to do any action in
relation to this Contract or any other agreement with PTCL, or for showing or forbearing to show disfavor to any
person in relation to this Contract or any other agreement with PTCL, then PTCL may enter upon the site and
expel the Contractor. The Contractor represents that no bribes, gift, gratuity, commission etc. as an inducement or
reward has been paid or offered to secure this Contract.

18. CONFLICT OF INTEREST

The Contractor undertakes to disclose and report to PTCL any potential conflict of interest it way be aware of now or
becomes aware later on. The conflict of interest covers, without limitation, situations that may influence or affect the
award of this Contract including agreeing or disagreeing to any terms and conditions thereof, the conduct and decision
making of PTCL personnel having role in negotiating, awardin g and ensuring compliance of this Contract, and any direct or
indirect
family or business relationship (whether current or of past i.e. within last two (02) years) of any of
the personnel of the Contractor including its subsidiaries/affiliates with any of PTCL personnel including PTCL AIU
liates. The Contractor undertake to immediately disclose and report to PTCL any situation leading to conflict of interest and
agrees that failing to this obligation will give right to PTCL (without prejudice to any other right(s) available to
PTCL) for revoking and/or terminating this Contract forthwith in addition to barring the Contractor from any or all
future contracts, bids, proposals, sub-contracts, and any other relationship with PTCL.

19. COVERN INC LAW AND DISPUTE RESOLUTION

19.1. This Contract shall be construed under and governed by the laws of Islamic Republic of Pakistan. The Contractor
shall respect the provisions contained in Statutory Rules and Orders Notification (s.z.O), notified by the Government of
Pakistan.
19.2. In the event of the dispute or dit‘ferences arising between the Partie in connection with this Contract,
PTCL and the Contractor shall make every reaso effo o resolve amicably by direct informal negotiations.
anies whose
as “State Laws”)
L indemnified
reasonably
y the Contractor.

any property and

all be occasioned by
on behalf of the

dule specified in the

rictly adhered to.

tions shall render
s or termination of
duration and its

ses/ neglects to
sentative in
TCL may give notice
ance with the

not delivered in
within one month
of such part of
ll, health and
that they can
nguage. The
onnel.
f its employees /

utes, iiifractions,
all times take all
onnel and for the

ons of PTCL related

er this Contract.

erwise disclose the

ance of the Contract)

ct which is intended
ed in draft form to PTCL
any gift or consideration
me to do any act in
howing or for bearing to
L.
any gift or
done or forborne to do
CL or for showing or
ment with PTCL.
ith which commission
ontract is made
hereof have been

ts behalf (whether with

hout prejudice to any

r or give to any person

o do any action in
w disfavor to any
r upon the site and
as an inducement or

be aware of now or
nfluence or affect the
nduct and decision
ontract, and any direct or

l including PTCL AIU

to conflict of interest and
ght(s) available to
ractor from any or all

Pakistan. The Contractor

by the Government of

n with this Contract,

negotiations.
19.3. Except as otherwise provided in this Contract, any difference, dispute or question arising out of or with reference to
this Contract which cannot be settled amicably shall within thirty (30) days from the date that either party informs the other in
writing that such difference, dispute or question exists, be referred to arbitration.
19.4.
Within thirty (30) days of the aforesaid notice, Parties shall nominate and mutually agree upon a sole arbitrator for
commencement of the arbitration proceedings. The arbitration shall be conducted in accordance with the rules of
procedure set forth in the Pakistan Arbitration Act, 1940 as amended. The arbitration Tribunal shall have its seat in
Islamabad.
19.5. The award of the arbitrator shall be final and binding on all Parties. Enforcement of arbitral award may be entered
into through the Court having jurisdiction.

20. PURCHASE ORDER DELIVERY

20.1. Purchase Orderfsl
20.1.1. PTCL by placing PO(s) hereby engages the Contractor to supply the Services stipulated therein. Unless otherwise
agreed by the Parties in the PO, each PO shall be governed by the terms and conditions of the Contract, including the
Annexures or other attachments.
20.1.2. Purchase Orders shall be sent via email. Upon receipt of such email, the Contractor shall send email confirming
such receipt to PTCL. Acceptance will be sent via elnail within twenty four hours by the Contractor. Non receipt of any
such response, within twenty four hours of the issuance, the Contractor affirms and agrees that the PO shall
automatically be considered accepted with all the terms and conditions mentioned therein.
20.1.3. During the term of this Contract, the Pacties hereto shall perform their respective obligations in accordance
with the Contract, its Annexes and the corresponding PO.

20.2. Delivery Schedule

20,2.1 .

20.2.2. Del ivery shall be deemed to have been made, when evidence that delivery of the Services in full have taken place in accordance with
terms of Contract/POs, together with submission of invoice(s) and all such other documentation as have been
specified in the relevant clauses of the Contract/POs, have been submined to PTCL.
20.2.3. The delay in supply beyond the delivery period will make the POs/Contract liable to be considered for penalties (as per relevant clauses)
and/or cancellation. Normally no extension/relaxation will be granted for the supplies contrary to the schedules.
However, PTCL Headquarters, Islamabad, may grant extension/relaxation in special cases. Such
extension/relaxation in delivery of Services, if requested by the Contractor, shall be subject to the payment of
penalty/monetary damages as provided in this Contract/POs.
20.2.4. No quantity over and above than requested in the Order/POs will be paid, if suppl red without
advance written authority having been obtained from the PTCL. Complete delivery of Order/PO is required
unless otherwise specified in the Order/PO. PTCL will make regular queries on the progress of the Orders/POs.
Such queries must be answered promptly and accurately.
20.2.5. The Contractor shall be responsible to make all the arrangemggnts for the delivery of Services at
site (where applicable).

21. CONTmcTon s oBLIGATIONS

- pt«l
R-PROC.3-2022 /3021
21.1.
The Contractor agrees that if, while excavation of the land at areas in and around the Site(s), it is known that there is
some actual on ground deviation or modification from the aforesaid approved cable/duct laying plan on the Site(s) because
of presence of any utility line or otherwise, then in such an eventuality, the Contractor undertakes to inform the
Authorized Representative for the approval to get the deviated/modified cable/duct laying plan on the Site(s). Further
provided that failure to do the needful as per this clause shall be considered a material breach under this
Contract/PO(s).
21.2. The Contractor shall agree to network component-wise delivery timelines and provide a complete project
implementation plan pertaining to the Services to be delivered within three (03) days of issuance of LOI. The PO(s) shall b
issued after submission of network component wise project implementation plan by the Contractor on the basis of which,
delivery timelines shall be mentioned in the respective PO(s). The Contractor understands and agrees that time is of the
essence to this Contract. The Contractor shall be responsible for the selection and employment of such staff, laborer's
and consultants that shall enable him/her to perform the Services skillfully, diligently, competently and promptly so that
no delay is occasioned in the delivery of the Services.
21.3. The Contractor shall be responsible to ensure that all its team members and supervisors are well- trained and
familiar with applicable safe working practices and relevant laws, and that they take immediate and critical action when
safe and approved work methods are not followed. The Contractor further represents that its employees will ensure that
minimum inconvenience is caused to the residents in and around the vicinity of the Site(s). All employees and staff of the
Contractor working on the Site(s) shall be Pakistani nationals holding valid Pakistani CNIC and shall work with the sole
responsibility and liability of the Contractor.
21.4. All Services under the rendered by the Contractor hereunder shall be provided in accordance with all the laws,
statutes, ordinances, resolutions, rules and regulations, as enforced in Pakistan for the time being or that may come into force
from time to time.
21.5. The Contract is limited to the provisioning of the Services and the Contractor shall be solely
responsible for the management, supervision and
control of its employees. The Contractor shall also be responsible for payment of its employees' wages, salaries, social
security, EOBl, gratuity, provident fund, workmen compensation, etc., all payroll taxes (at no extra cost to PTCL). The
Contractor shall observe all applicable laws of Pakistan including but not limited to labour laws and shall be responsible
under the same for its employees.
21.6. The Contractor also hereby undertakes that he/she shall fully indemnify, defend and hold PTCL harmless, in
respect of any claim, before any forum or court of law, bought by any of the Contractor's staff or employee or any
third party in respect of provision of Services under this Contract.
21.7. The Contractor also hereby undertakes to fully indemnify, defend or hold harmless PTCL or any
of its employee(s) in respect of any illegal activity (e.g.
theft, fraud etc.) committed by any of the staff or employee of the Contractor while at the Site(s).
21.8. The Contractor shall be responsible for exercising care in delivery of the Services or any part thereof for the
safe and secure unloading, unpacking, inspection, control, storage and safety from any damage or loss of any equipment and
materials in respect of the Services from the moment of delivery to the Site(s) until the issuance of the Final Acceptance
Certificate. The Contractor will ensure none of its employees leave the Site(s) unattended for more than sixteen (16) hours,
except for weekly or public holiday(s).
21.9. The Contractor shall also be responsible for due care of any part of the Services upon which any outstanding or
remedi al Services are being perforined by the Contractor, dUfÎng the Warranty Period until completion of ouch
outstanding or remedial Services. All remedial Services shall be carried out in strict accordance with the Specifications as
per PO(s) issued under this Contract and to the satisfaction of the Autliorized Representative.
21.10. The Contractor shall observe all applicable laws and regulations regarding the health and safety on the Site(s). The Contractor shall ensure the safety of its
working staff and ensure all its work force is fully equipped with including but not limited to safety boots, jackets, helmet
and gloves and insulated rod of the drill (used for bores), as applicable for the Services. Further, the Contractor shall keep
the Site(s) in an orderly state and perform the Services as per appropriate safety
standards for the avoidance of danger to the said ns, in acc ance with TR- l92A, TR-192B
respect of any claim, before any forum or court of law, bought by any of the Contractor's staff or employee or any
third party in respect of provision of Services under this Contract.
21.7. The Contractor also hereby undertakes to fully indemnify, defend or hold harmless PTCL or any
of its employee(s) in respect of any illegal activity (e.g.
theft, fraud etc.) committed by any of the staff or employee of the Contractor while at the Site(s).
21.8. The Contractor shall be responsible for exercising care in delivery of the Services or any part thereof for the
safe and secure unloading, unpacking, inspection, control, storage and safety from any damage or loss of any equipment and
materials in respect of the Services from the moment of delivery to the Site(s) until the issuance of the Final Acceptance
Certificate. The Contractor will ensure none of its employees leave the Site(s) unattended for more than sixteen (16) hours,
except for weekly or public holiday(s).
21.9. The Contractor shall also be responsible for due care of any part of the Services upon which any outstanding or
remedi al Services are being perforined by the Contractor, dUfÎng the Warranty Period until completion of ouch
outstanding or remedial Services. All remedial Services shall be carried out in strict accordance with the Specifications as
per PO(s) issued under this Contract and to the satisfaction of the Autliorized Representative.
21.10. The Contractor shall observe all applicable laws and regulations regarding the health and safety on the Site(s). The Contractor shall ensure the safety of its
working staff and ensure all its work force is fully equipped with including but not limited to safety boots, jackets, helmet
and gloves and insulated rod of the drill (used for bores), as applicable for the Services. Further, the Contractor shall keep
the Site(s) in an orderly state and perform the Services as per appropriate safety
standards for the avoidance of danger to the said ns, in acc ance with TR- l92A, TR-192B
Except as otherwise provided in this Contract, any difference, dispute or question arising out of or with reference to
ct which cannot be settled amicably shall within thirty (30) days from the date that either party informs the other in
t such difference, dispute or question exists, be referred to arbitration.
in thirty (30) days of the aforesaid notice, Parties shall nominate and mutually agree upon a sole arbitrator for
ment of the arbitration proceedings. The arbitration shall be conducted in accordance with the rules of
set forth in the Pakistan Arbitration Act, 1940 as amended. The arbitration Tribunal shall have its seat in

The award of the arbitrator shall be final and binding on all Parties. Enforcement of arbitral award may be entered
gh the Court having jurisdiction.

PURCHASE ORDER DELIVERY

Purchase Orderfsl
PTCL by placing PO(s) hereby engages the Contractor to supply the Services stipulated therein. Unless otherwise
the Parties in the PO, each PO shall be governed by the terms and conditions of the Contract, including the
or other attachments.
Purchase Orders shall be sent via email. Upon receipt of such email, the Contractor shall send email confirming
pt to PTCL. Acceptance will be sent via elnail within twenty four hours by the Contractor. Non receipt of any
onse, within twenty four hours of the issuance, the Contractor affirms and agrees that the PO shall
lly be considered accepted with all the terms and conditions mentioned therein.
During the term of this Contract, the Pacties hereto shall perform their respective obligations in accordance
ontract, its Annexes and the corresponding PO.

Delivery Schedule
The time of delivery shall start from the date of acceptance of the Order/PO or 48 hours afier issuance
of Order/ PO under the Contract, whichever is earlier. Entire deliveries including printing as per
PTCL requirements (Property of PTCL, Not for Sale) shall be completed within 4 weeks from the
date of confirmed PO. In case of delay, Liquidated
Damages as relevant clause(s) will be charged/applicable.
20.2.2. Del ivery shall be deemed to have been made, when evidence that delivery of the Services in full have taken place in accordance with
terms of Contract/POs, together with submission of invoice(s) and all such other documentation as have been
specified in the relevant clauses of the Contract/POs, have been submined to PTCL.
20.2.3. The delay in supply beyond the delivery period will make the POs/Contract liable to be considered for penalties (as per relevant clauses)
and/or cancellation. Normally no extension/relaxation will be granted for the supplies contrary to the schedules.
However, PTCL Headquarters, Islamabad, may grant extension/relaxation in special cases. Such
extension/relaxation in delivery of Services, if requested by the Contractor, shall be subject to the payment of
penalty/monetary damages as provided in this Contract/POs.
20.2.4. No quantity over and above than requested in the Order/POs will be paid, if suppl red without
advance written authority having been obtained from the PTCL. Complete delivery of Order/PO is required
unless otherwise specified in the Order/PO. PTCL will make regular queries on the progress of the Orders/POs.
Such queries must be answered promptly and accurately.
20.2.5. The Contractor shall be responsible to make all the arrangemggnts for the delivery of Services at
site (where applicable).

CONTmcTon s oBLIGATIONS
 R-PROC.3-2022 /3021
Contractor agrees that if, while excavation of the land at areas in and around the Site(s), it is known that there is
al on ground deviation or modification from the aforesaid approved cable/duct laying plan on the Site(s) because
e of any utility line or otherwise, then in such an eventuality, the Contractor undertakes to inform the
d Representative for the approval to get the deviated/modified cable/duct laying plan on the Site(s). Further
hat failure to do the needful as per this clause shall be considered a material breach under this
O(s).
he Contractor shall agree to network component-wise delivery timelines and provide a complete project
ation plan pertaining to the Services to be delivered within three (03) days of issuance of LOI. The PO(s) shall be
r submission of network component wise project implementation plan by the Contractor on the basis of which,
melines shall be mentioned in the respective PO(s). The Contractor understands and agrees that time is of the
this Contract. The Contractor shall be responsible for the selection and employment of such staff, laborer's
ltants that shall enable him/her to perform the Services skillfully, diligently, competently and promptly so that
occasioned in the delivery of the Services.
he Contractor shall be responsible to ensure that all its team members and supervisors are well- trained and
ith applicable safe working practices and relevant laws, and that they take immediate and critical action when
approved work methods are not followed. The Contractor further represents that its employees will ensure that
inconvenience is caused to the residents in and around the vicinity of the Site(s). All employees and staff of the
working on the Site(s) shall be Pakistani nationals holding valid Pakistani CNIC and shall work with the sole
ity and liability of the Contractor.
All Services under the rendered by the Contractor hereunder shall be provided in accordance with all the laws,
dinances, resolutions, rules and regulations, as enforced in Pakistan for the time being or that may come into force
to time.
e Contract is limited to the provisioning of the Services and the Contractor shall be solely
responsible for the management, supervision and
its employees. The Contractor shall also be responsible for payment of its employees' wages, salaries, social
OBl, gratuity, provident fund, workmen compensation, etc., all payroll taxes (at no extra cost to PTCL). The
shall observe all applicable laws of Pakistan including but not limited to labour laws and shall be responsible
ame for its employees.
The Contractor also hereby undertakes that he/she shall fully indemnify, defend and hold PTCL harmless, in
any claim, before any forum or court of law, bought by any of the Contractor's staff or employee or any
y in respect of provision of Services under this Contract.
e Contractor also hereby undertakes to fully indemnify, defend or hold harmless PTCL or any
of its employee(s) in respect of any illegal activity (e.g.
d etc.) committed by any of the staff or employee of the Contractor while at the Site(s).
The Contractor shall be responsible for exercising care in delivery of the Services or any part thereof for the
cure unloading, unpacking, inspection, control, storage and safety from any damage or loss of any equipment and
n respect of the Services from the moment of delivery to the Site(s) until the issuance of the Final Acceptance
. The Contractor will ensure none of its employees leave the Site(s) unattended for more than sixteen (16) hours,
weekly or public holiday(s).
The Contractor shall also be responsible for due care of any part of the Services upon which any outstanding or
Services are being perforined by the Contractor, dUfÎng the Warranty Period until completion of ouch
g or remedial Services. All remedial Services shall be carried out in strict accordance with the Specifications as
ssued under this Contract and to the satisfaction of the Autliorized Representative.
he Contractor shall observe all applicable laws and regulations regarding the health and safety on
the Site(s). The Contractor shall ensure the safety of its
aff and ensure all its work force is fully equipped with including but not limited to safety boots, jackets, helmets
and insulated rod of the drill (used for bores), as applicable for the Services. Further, the Contractor shall keep
in an orderly state and perform the Services as per appropriate safety
or the avoidance of danger to the said ns, in acc ance with TR- l92A, TR-192B
›¿ptcl

21.11. Unless agreed or directed by PTCL, all material incorporated into the Services shall be brand new. The Servic
shall be executed in accordance with recognized good practice. Both material and workmanship shall be subject to
inspection and to the satisfaction of the PTCL’s Representative, who shall require the Contractor to correct defective
workmanship or materials without additional cost to PTCL. Failure to adequately inspect or complete the Services th
not in accordance with the Standards and Specifications of this Contract shall not relieve the Contractor from
correcting all such Services at its own expense.
21.12. The Contractor shall be responsible for its own insurances (including but not limited to death or injury of i
employees and related third parties) and shall take out and maintain sufficient liability insurances or will be adequately
insured to provide for the risks incurred by performing and completing the Services as per the relevant insurance laws
Pakistan.
21.13. Upon successful completion of the Services, the Contractor shall at its own expense, remove all debris and
reinstate, restore and leave the Site(s) clean, neat and in workman like condition, to the satisfaction of the PTCL’s
Representative, as per PTCL standards mentioned in TR-192A, TR- l92B & TR-192C attached Annexure- A1, A2 a
A3 to this Contract on daily basis. l n case of failure to do the same, a penalty of PKR 10,000/- (Pakistani Rupees Ten
Thousand Only) per day shall be imposed by PTCL on the Contractor, upon the sole discretion of PTCL.
21.14. The Contractor shall be responsible for delivery of OSP material required for the Services from PTCL
designated warehouse to the Site(s) as per Project delivery requirement. The Contractor shall request issuance of s
items through its registered email address in vendor registration database.
21.15. The Contractor shall return all left-over material from the Site(s) to PTCL designated warehouse immediatel
upon directions of Authorized Representative. Failure to so shall lead to compensation of PKR 20,000/-
(Pakistani Rupees Twenty Thousand Only) for each event of violation, imposed by PTCL on the Contractor, in
PTCL's sole discretion. In case of any/all material loss/damage, the Contractor shall be responsible to make good to
PTCL, the cost for all such losses and damages. This will be in addition to other remedy or damages as agreed under this
Contract.
21.16. The Contractor shall arrange all necessary test tools (including but not limited to optical time- domain reflectometer (OTDR), visual fault locato
(VFL), splicing machine, utility locator, bore machine, tagging machine etc.) in accordance with the respective Purcha
Order issued.
21.17. The Contractor shall be responsible to setile/pay/resolve all damages caused to utilities e.g. gas, electricity
or other services of other service providers or residents on the Site(s) immediately within two (02) hours. In case of dela
penalty of PKR 200/- (Pakistani Rupees Two Hundred Only) per hour will be imposed on the Contractor by PTCL till
settlement of all such issues relating to utilities and ancillary services has been made to the satisfaction of PTCL.
21.18. The Contractor shall perform plain cement concrete ”) wi :2:4 design proportion i.e. l part of ceme
mixed with 2 part of sand and 4 jar aggregate on all road cuts, ramps
settlement of all such issues relating to utilities and ancillary services has been made to the satisfaction of PTCL.
21.18. The Contractor shall perform plain cement concrete ”) wi :2:4 design proportion i.e. l part of ceme
mixed with 2 part of sand and 4 jar aggregate on all road cuts, ramps
 R-PROC.3-2022 /3021
and TR-192C documents attached as Annexure-A 1, Annexure-A2 and Annexure-A3 to this contract.
Furthermore, in case of any non-compliance of EHS requirement reported on site, penalty shall be imposed on
the Contractor at sole discretion of PTCL as per following conditions:
21.10.1. A penalty of PKR 1 million or ten percent (10%) of PO value (whichever is lesser) shall be
imposed on the contractor in case of any incident of casualty of Contractor's labor/personnel at site during
work due to non-compliance of HSE standards.
21.10.2. A penalty of PKlt 500,000 or five percent (5%) of PO value (whichever is lesser) shall be imposed
on the Contractor in case of permanent disability of Contractor's labor/personnel at site during work
due to non-compliance of HSE standards.
21.10.3. A penalty of PKI1 300,000 or two percent (2%) of PO value shall be imposed on the Contractor in
case of three (03) consecutive / repeated cases of breach and noncompliance of HSE standards.
21.10.4. The penalties shall be imposed on the Contractor as per recommendation by the Project
Director/PMO/RPC wherever non-compliances on HSE requirements shall be reported during deployment of
GPON and/or OSP Fiber.

21.11. Unless agreed or directed by PTCL, all material incorporated into the Services shall be brand new. The Services
shall be executed in accordance with recognized good practice. Both material and workmanship shall be subject to
inspection and to the satisfaction of the PTCL’s Representative, who shall require the Contractor to correct defective
workmanship or materials without additional cost to PTCL. Failure to adequately inspect or complete the Services that are
not in accordance with the Standards and Specifications of this Contract shall not relieve the Contractor from
correcting all such Services at its own expense.
21.12. The Contractor shall be responsible for its own insurances (including but not limited to death or injury of its
employees and related third parties) and shall take out and maintain sufficient liability insurances or will be adequately self-
insured to provide for the risks incurred by performing and completing the Services as per the relevant insurance laws of
Pakistan.
21.13. Upon successful completion of the Services, the Contractor shall at its own expense, remove all debris and
reinstate, restore and leave the Site(s) clean, neat and in workman like condition, to the satisfaction of the PTCL’s
Representative, as per PTCL standards mentioned in TR-192A, TR- l92B & TR-192C attached Annexure- A1, A2 and
A3 to this Contract on daily basis. l n case of failure to do the same, a penalty of PKR 10,000/- (Pakistani Rupees Ten
Thousand Only) per day shall be imposed by PTCL on the Contractor, upon the sole discretion of PTCL.
21.14. The Contractor shall be responsible for delivery of OSP material required for the Services from PTCL
designated warehouse to the Site(s) as per Project delivery requirement. The Contractor shall request issuance of store
items through its registered email address in vendor registration database.
21.15. The Contractor shall return all left-over material from the Site(s) to PTCL designated warehouse immediately
upon directions of Authorized Representative. Failure to so shall lead to compensation of PKR 20,000/-
(Pakistani Rupees Twenty Thousand Only) for each event of violation, imposed by PTCL on the Contractor, in
PTCL's sole discretion. In case of any/all material loss/damage, the Contractor shall be responsible to make good to
PTCL, the cost for all such losses and damages. This will be in addition to other remedy or damages as agreed under this
Contract.
21.16. The Contractor shall arrange all necessary test tools (including but not limited to optical time- domain reflectometer (OTDR), visual fault locator
(VFL), splicing machine, utility locator, bore machine, tagging machine etc.) in accordance with the respective Purchase
Order issued.
21.17. The Contractor shall be responsible to setile/pay/resolve all damages caused to utilities e.g. gas, electricity lines
or other services of other service providers or residents on the Site(s) immediately within two (02) hours. In case of delay a
penalty of PKR 200/- (Pakistani Rupees Two Hundred Only) per hour will be imposed on the Contractor by PTCL till
settlement of all such issues relating to utilities and ancillary services has been made to the satisfaction of PTCL.
21.18. The Contractor shall perform plain cement concrete ”) wi :2:4 design proportion i.e. l part of cement is
mixed with 2 part of sand and 4 jar aggregate on all road cuts, ramps
settlement of all such issues relating to utilities and ancillary services has been made to the satisfaction of PTCL.
21.18. The Contractor shall perform plain cement concrete ”) wi :2:4 design proportion i.e. l part of cement is
mixed with 2 part of sand and 4 jar aggregate on all road cuts, ramps
R-PROC.3-Z0ZZ /30Z1
excavations and/or shallow depths (areas where depth of duct is shallow as compared to TR- l92C standards due to any
challenges and duly approved by Authorized Representative).
21.19.
The Contractor shall offer the Services for PAT after complete site readiness as per the terms of this Contract and
relevant PO(s) issued under this Contract. In case the Services are offered for PAT without complete site readiness, a
penalty of Rs.5000/- shall be imposed on the Contractor on each instance by PTCL, on sole discretion of PTCL. For
avoidance of doubt, the amount of penalties imposed in case of non-compliances on the Contractor shall not exceed
twenty percent (20%) of the PO value however, this shall be in addition to the liquidated damages.
21.20.
The Contractor shall ensure that at its site supervisor(s) and/or project manager(s) are available at Site for monitoring
of Services. In case of absence of Contractor's site supervisor(s) and/or project manager(s) at Site, a penalty of Rs.5000/-
shall be imposed on the Contractor on each instance by PTCL, on sole discretion of PTC L.
21.21.
The Contractor shall remove all deficiencies in the Services pointed out in PAT report by PTCL within 10
working days of receiving the PAT report. PTCL shall impose a penalty of Rs.5000 per day of delay on the Contractor, on
sole discretion of PTCL after 10 working days of receipt of PAT report.
21.22. At all times, appropriate safety measures shall be adopted by the Contractor as per the requirement of PTCL
issued from time to time under this Contract.
21.23. The Contractor shall conform with and abide by the provisions of all Federal, Provincial and Local Laws,
Regulations and any other laws for the time being in force in the Islamic Republic of Pakistan including all
regulations or by-laws of any local or other duly constituted authority within the Islamic Republic of Pakistan which may
be applicable to deliver the Services under relevant PO(s) issued under this Contract. The Contractor shall also abide by
the rules and regulations of public bodies and companies whose property or rights are affected or may be affected in any
way by the Services and shall give all notices and pay all fines required to be given or paid thereby and shall keep PTCL
indemnified against all penalties for every kind of breach of any of the same.
21.24. The Contractor shall not execute any Services against which a formal PO/ written instruction is not issued by
concerned Manager (Regional Procurement).
 22. PTCL'S OBLIGATIONS
22.1. PTCL shall issue LOI to the Contractor before issuance of PO(s). The LOI shall be dated, having validity and
shall clearly mention network component-wise delivery timelines. PTCL shall ensure provision of all relevant details to
the Contractor upon which project implementation plan can be submitted by the Contractor. The details shall include (but
not limited to) the following:
a) Design (Duct plan, cable plan).
b) Survey and reponing template.
22.2. PTCL shall ensure that all relevant details pertaining to the Site(s) as well as the relevant personnel of PTCL are
fully provided to the Contractor simultaneously upon issuance of Purchase Order to enable the Contractor to successfully
discharge its obligations pursuant to this Contract.
22.3. On behalf of PTCL, its Group Director (Fixed & Wireless Access Network Deployment) LTR-S & CTR will
work as the Authorized Representative for LTR-S & CTR regions and Group Director (Fixed & Wireless Access Network
Deployment) LTR-N will work as the PTCL’s Representative for LTR-N region, and will do the needful under this
Contract as empowered from time to time by PTCL.
22.4. The Authorized Representative shall issue instructions in writing, provided that if for any reason the
Authorized Representative considers it necessary to give any such instructions orally, the Contractor shall comply
with such instructions. A confirmation in writing of Such oral instructions given by the Authorized Representative,
whether before or after the carrying out of the instructions, shall be deemed to be an instruction within the meaning of
this sub-clause; provided that if the Contractor, within three (03) days, confirms in writing to PTCL and oral
instructions of the

Authorized Representative and such confirmationnot is

contradict
L.
days by PTCL, it shall be deemed to be an instructio
,"i, *.'3, ! ù
R- PROC.3-2022 /3021
22.5.
The Site(s) may also be examined by the Authorized Representative; such inspection however will not imply acceptance of th
Services completed till such date of inspection and shall not release the Contractor of its responsibility and performance of obligatio
under this Contract.
22.6.
For the term of this Contract, as far as reasonably practicable and without liability on its part, PTCL shall provide such
information as may be required by the Contractor.

23.
PROTECTION OF EX ISTING TELECOMMUNICATION SYSTEM
23.1.
During execution of the Services, the Contractor shall ensure the protection and continuity of operation of
existing telecommunications system or operations, ongoing Services or system of other Contractors of PTC L. Contrac
shall not interrupt the operation of such systems or reduce the quality of such services being offered by other
Contractors of PTCL in any way without PTCL's express written permission.
23.2.
l n the event any damage, interruption or loss or problem should occur the Contractor shall immediately
suspend the Services (unless instructed otherwise by PTCL) and ask PTCL for instructions on rectification Servic
and shall rectify the damage, interruption or loss as expeditiously as possible fully in accordance with PTCL’s
instructions.
23.3. The costs of such rectification Services shall solely be borne by the Contractor. In the event that the Contracto
fails or refuses to bear the costs thereof, PTCL, may at its sole discretion, without prejrldice to its other remedies under t
Contract, deduct such costs from any monies due to the Contractor and/or from the Performance Bond.
24. ACCIDENT OR INJURY TO STAFF
24.1. The Contractor shall be liable for all damages and losses occasioned in respect of or in consequence of any accid
or injury, loss or death of any staff or any other person whether in the employment of the Contractor or any Sub-Contracto
or not. The Contractor shall indemnify and keep PTCL fully indemnified against all such damages and compensation,
claims, proceedings, costs, charges and expenses whatsoever in respect thereof or in relation thereto.

25. PROGRESS REPORTS

25.1 . The Contractor will submit a monthly progress report to PTCL by the end of the following month
(“Progress Reports”). The Progress Reports will accurately describe the progress of the Services and their completion
during the time period of the report.
25.2. The Contractor will prepare the Progress Reports in such a manner and form that PTCL can easily confirm the
work performed is determined in addition to overall progress of the project. The Piogress Reports will include the
following items as bare minimum:
25.2.1. Progress during the time period of the Progress Reports.
25.2.2. Total progress from the commencement of the project to the end of the time period under Progress Report.
25.2.3. The Contractor's manpower mobilisation for the time period under Progress Report.
25.2.4. Major problems encountered and anticipated.
25.2.5. Anticipated work for the following month/week.
25.2.6. Undelivered work.
25.2.7. Any other pertinent inforlration, which PTCL may request.
25.2.8. Payment schedule, in which the Contractor will depict the receipt of payments from PTCL for the entire period o
the Contract, including the latest status of the amounts already received. The form of the payment schedule will be furnish
by PTCL to the Contractor.

26. EXTENSION OF IMPLEMENTATION PLAN

w as compared to TR- l92C standards due to any

site readiness as per the terms of this Contract and

offered for PAT without complete site readiness, a
ance by PTCL, on sole discretion of PTCL. For
compliances on the Contractor shall not exceed
on to the liquidated damages.
roject manager(s) are available at Site for monitoring
project manager(s) at Site, a penalty of Rs.5000/-
discretion of PTC L.
inted out in PAT report by PTCL within 10
y of Rs.5000 per day of delay on the Contractor, on
.
the Contractor as per the requirement of PTCL

ns of all Federal, Provincial and Local Laws,

e Islamic Republic of Pakistan including all
within the Islamic Republic of Pakistan which may
er this Contract. The Contractor shall also abide by
rty or rights are affected or may be affected in any
to be given or paid thereby and shall keep PTCL
same.
ch a formal PO/ written instruction is not issued by
f PO(s). The LOI shall be dated, having validity and
TCL shall ensure provision of all relevant details to
mitted by the Contractor. The details shall include (but

Site(s) as well as the relevant personnel of PTCL are

urchase Order to enable the Contractor to successfully

Access Network Deployment) LTR-S & CTR will

d Group Director (Fixed & Wireless Access Network
R-N region, and will do the needful under this

writing, provided that if for any reason the

h instructions orally, the Contractor shall comply
ctions given by the Authorized Representative,
eemed to be an instruction within the meaning of
days, confirms in writing to PTCL and oral

in writing within three (03)

tive; such inspection however will not imply acceptance of the

he Contractor of its responsibility and performance of obligations

d without liability on its part, PTCL shall provide such

ICATION SYSTEM
hall ensure the protection and continuity of operation of
g Services or system of other Contractors of PTC L. Contractor
e quality of such services being offered by other
s written permission.
problem should occur the Contractor shall immediately
CL) and ask PTCL for instructions on rectification Services,
expeditiously as possible fully in accordance with PTCL’s

ly be borne by the Contractor. In the event that the Contractor

ole discretion, without prejrldice to its other remedies under the
ntractor and/or from the Performance Bond.
 losses occasioned in respect of or in consequence of any accident
her in the employment of the Contractor or any Sub-Contractor
lly indemnified against all such damages and compensation,
r in respect thereof or in relation thereto.

port to PTCL by the end of the following month

y describe the progress of the Services and their completion

n such a manner and form that PTCL can easily confirm the
gress of the project. The Piogress Reports will include the

ports.
oject to the end of the time period under Progress Report.
ime period under Progress Report.

y request.
pict the receipt of payments from PTCL for the entire period of
dy received. The form of the payment schedule will be furnished

N
 3ptnl
26.1.
In the event of any delay in the performance of any of its obligations caused by Force Majeure and/or caused
by PTCL's request for additional work, an extension of time sufficient to compensate for the delay as determined
by PTCL, hay be granted (without being obligated to do so) to the Contractor after PTCL's evaluating the situation, provided
that the Contractor has within fourteen (14) days after the occurrence of such an event given to PTCL in writing full and
detailed particulars (including cause of delay, its likely duration and suggested remedial measures) of any claim for an
extension of tilne to which it may consider itself entitled and has demonstrated that it has used all reasonable means to
minimise any delay. Any tilne extension given will be ratified by
the Parties through amendment of the Contract.

27. WARRANTY PERIOD

27.1 . The Warranty Period shall be for one (01) calendar year from the date of issuance of PAC by PTCL.
During the Warranty Period, the Contractor shall rectify at its own cost any defects and/or short falls that have occurred due
to poor quality of Services as following:
27.1.1. Civil works (soil erosion) or improper re-instateinent.
27.1.2. Weakness in hand-hole, cabinet bases and concrete civil works caused due to improper curing, poor quality or
improper material mix.
27.1 .3. Blockage in HDPE ducts caused due to improper laying or not sealing open duct ends with caps.

27.2. lf the Contractor fails to make corrections, PTCL will, at its own option and at the cost of the Contractor,
have the right to carry out or have carried out the required corrections by a third party or own self. However, if the
Contractor has on any previous occasion failed to make correction(s) to snags pointed in PAT report, PTCL may at its
own option and at the cost of the Contractor immediately upon detection of a defect and/or shortcoming carry out
or have carried out the required corrections by a third party. The cost incurred by PTCL for removal of defects shall
be deducted/adjusted in the final payment to the Contractor.

28. FINAL ACCEPTANCE CERTIFICATE

28.1. The final completion shall be deemed to occur upon the issuance of the FAC by PTCL. The Final Acceptance
Certificate shall be issued to the Contractor upon the expiry of the Warranty Period and may be deferred until such
time that any defects discovered in the Services by PTCL within the Warranty Period remain un-remedied by the
Contractor. The Authorized Representative shall thereupon examine the Services, and provided no work or
remedying of defects therein remain outstanding on an apparent examination, shall issue the Final Acceptance Certificate
on behalf of PTCL.
28.2. The Contractor shall be eligible to apply for Final Acceptance Certificate upon completion of One
(01) year warranty period as defined in clause no. 13 of this Contract, after removal of all defects coinlnunicated to the
Contractor.

28.3. The warranty period shall start from date of issuance of PAC by PTCL in case of Services and date
of delivery challan in case of supplies only.

29. UNIT RATES IN CONTRACT:

29.1. The unit rates set forth in DDP PKR (excluding GST/SST) in this Contract are valid, firm and final
for one year. No variation in unit price whatsoever
is acceptable to PTCL except for any price adjustment authorized by the conditions of this Contract. However, the unit
rates revision lnay take place by the consent of both Parties, if required after expiry of each year. For avoidance of doubt,
the increase in unit prices shall not exceed the CPI of concerned year.

30.
 30.

30.1.
Payment shall be lnade monthly in arrears within thirty (30) days upon submission of a commercial undisputed
invoice by the Contractor, after PTCL has reconciled and made the deductions for late deliveries from the invoice(s).
Notwithstanding anything contained in this Contract, the payment to the Contractor shall be made after the Services
are accepted by PTCL Group.
30.2. All invoices shall be raised in the name of PTCL.
30.3.
The Parties agree that all payments shall be subject to any and all relevant taxes as applicable under the prevalent
law at the time of payment.
30.4.
The Contractor shall provide an income tax exemption certificate issued by the Income Tax
Commissioner otherwise income tax at source shall be deducted from payments by PTCL.
30.5. PTCL shall have the right to recover from payments to the Contractor any amount payable by the Contractor
to PTCL under the Contract.
30.6. The Contractor shall be paid against the successful deliveries duly verified by PTCL.

31 . SCHEDULE OF PAYMENT:
Payments shall be made to the Contractor as per following schedule in Pak Rupees through cross cheque or bank
transfer upon submission of requisite document as stated in clause no. 25 of this Contract:

31.1. For Services (excluding noW and RoW facilitation charges):

i. Payment of Sixty percent (60%) of respective PO's value shall be made within thirty (30) calendar days
after the Contractor offers the Services for PAT and submission of invoice to PTCL for payment.
ii. Payment of Thirty five percent (35%) of respective PO's value shall be made within thirty
(30) calendar days after issuance of Final Change Order, issuance of PAC by PTCL Authorized
Representative and submission of invoice to PTCL for payment.
iii. Payment of Five percent (5%) of respective PO's value shall be made within thirty (30) calendar days
after issuance of FAC by PTCL Authorized Representative and submission of invoice to PTCL for payment.
31.2. For RoW and RoW facilitation:
i. Payment of fifty percent (50%) of respective PO's value shall be made within thirty (30) calendar days
after provisioning/payment of RoW and/or no-objection certificate (“NOC”) from/to relevant agency duly
verified by PTCL Authorized Representative, and submission of relevant invoice to PTCL for payment. For
avoidance of doubt, in case of provisioning of RoW and/or NOC facilitation, Contractor shall be responsible only to
pay the facilitation charges to relevant civic agency while actual payment of RoW and/or NOC will be made directly
to the relevant civic agency by PTC L.
ii. The remaining fifty percent (50%) payment of respective PO's value shall be made within thirty (30)
calendar days after issuance of PAC by PTCL Authorized Representative.

32. DOCUMENTATION Fon rAvMENT:

The contractor's invoice shall contain Services description, quantity, unit price, total amount and shall be valid for
sales tax refund claim, and shall be submitted on e-portal along with required documents as per following
payment:
32. 1. For Services (excluding RoW and RoW facilitation charges):
32.1.1. The Contractor shall submit the following documents upon offer for PAT for claiming sixty percent (60%)
payment:
i. Pre-PAT endorsement and confirmation of PAT offer by PTCL's Representative
ii. Verified Sales Tax (GST/SST) invoice from PTCL's Representative.
32.1.2. The Contractor shall submit the following documents upon issuance of PAC for claiming thirty five percent
(35%) payment:
i. GRN/SAN issued by PTCL.
ii. PAC issued by A rithorized Representative.
iii. Verified Sales Tax (GST/SST) invoice from PTCL's Representative.
iv. List of materials with units issued by PTCL warehouse/store to the Contractor.
v. List of materials with units returned to PTCL warehouse/store by the Contractor duly signed by the concerned
store's In-charge.

32.1.3. The Contractor shall submit the following documents upon issuance of FAC for claiming five percent
(5%) payment:
i. FAC issued by PTCL’s Representative.

32.2. For RoW and RoW facilitation services:

32.2.1. The Contractor shall submit the following documents upon issuance of NOC letter from concerned civic agency
for claiming fifty percent (50%) payment:
i. GRN/SAN issued by PTCL's Representative.
ii. RoW certificate issued by concerned agency.
iii. Verified Sales Tax (GST/SST) invoice by PTCL's Representative.

32.2.2. The Contractor shall submit the following documents on issuance of PAC for claiming fifty percent (50%)
payment:
i. GRN/SAN issued by PTCL's Representative.
ii. RoW certificate issued by concerned agency.
iii. Verified Sales Tax (GST/SST) invoice by PTCL’s Representative.
iv. PAC issued by PTCL’s Representative.
33. CURRENCY FLUCTUATIONS
The Contract Price will not be affected due to any currency fluctuations of any nature and for any reason whatsoever.

34. CHANGE ORDERS

PTCL may at any time, by a written notice given to the Contractor, make changes within the scope of the Services under
the Contract including (but not limited to) the following:
• Number of Sites where Services are required to be provisioned.
• Method of provisioning of Services.
o Prices mentioned in the Contract shall not be changed. In case the price requested in change orders are not available
explicitly from Contract, the price will be derived from Contract using reasonable assumptions or otherwise i o
assumptions can be made the price will be charged as per prev ar standards. Any claims by

the Contractor for adjustment under this clause shall be made within fifteen (15) days from the da
of receipt of change order. Provided that if the Parties are unable to agree on the adjustment to be
made in the Contract Price and/or Implementation Plan within thirty (30) days from the date of
receipt of change order, the Contractor shall nevertheless proceed to implement such change order
without affecting either Party's right to refer such dispute to arbitration.
o No change order issued by PTCL shall be valid unless signed by the relevant authorize
personnel of PTCL.
 35. TAXES AND DUTIES:
35.1.
All prices, tariffs, fees, charges and rates specified in this Contract are exclusive of applicable Federal and
provincial indirect taxes [Federal Excise, (Federal) Sales Tax, Provincial Sales Tax], but inclusive of local and other
taxes.
35.2. PTCL and the Service Provider undertake to discharge their respective obligations arising out of this Contrac
including, but not limited to, taxes, duties & other levies imposed by the Federal or provincial governments and
compliance with income tax withholding and sales tax withholding requirements as may be applicable under the laws
Pakistan.
35.3. The Service Provider undertakes to issue valid tax invoices that comply with the requirements of all Federal
and provincial tax laws with respect to issuance of invoices. If a tax is withheld from payment(s) to the Service
Provider, PTCL undertakes to provide valid certificate of the tax so withheld, in conformity with the application
laws. In case the Service Provider provides an exemption certificate, relevant to PTCL's payment(s), validly issued
by the relevant tax authority, PTCL shall make the payment(s) without withholding during the validity period of the
exemption.
35.4. PTCL and the Service Provider undertake to deposit all taxes collected or withheld with the relevant
tax authority within due time. In case any tax is left unpaid due to whatever reason, the party responsible to deposit the
tax will indemnify the other Party from all legal and financial risks arising out of such non-compliance.
35.5. The Service Provider should ensure that it complies with all requirements for filing of relevant
Federal/provincial indirect tax returns, including timely filing of sales information — tax invoice/debit
note/credit note particulars — to ensure that PTCL is able to claim related input tax. In case of default by the Service
Provider, resulting in input tax disallowance for PTCL, PTCL shall have the right to deduct the amount of input sales
tax, which is not so claimed by it, from
35.6. any subsequent payments to be made to the Service Provider. Before exercising this right, PTCL shall confir
to the Service Provider that they are unable to claim input on taxes charged to them and afford opportunity to the
Service Provider to rectify issues with its tax filings. This right to deduct such input tax amount from any subsequent
payment is an addition and without prejudice to other remedies that may be available to PTCL in this regard. The Serv
Provider shall also be liable to indemnify PTCL against any loss, damage, cost or expense suffered or incurred by PTC
in connection with the aforesaid.
35.7. PTCL and the Service Provider further undertake to abide by any change in the taxation laws that effect the
operation of this Contract, except in cases involving change in value of this Contract, resulted from changes in rates or
imposition of any new taxes / duties or levies of similar nature under the Federal or provincial laws. The respective
rights and obligations, that have been affected due to the change, of both the Parties shall be determined after mutual
agreement.
35.8. The Service Provider shall be responsible for payment of all transport charges, and warehousing charges as
applicable.

36. INTELLECTUAL PROPERTY RIGHTS

36.L The Contractor hereby grants to PTCL an irrevocable, personal, non-exclusive, non-transferable, royalty
free license: (l) solely for the use, operation and maintenance of the Software contained as an integral part of the
Goods/Equipment: (2) to install and use each item.of Software not an integral
part of Goods/Equipment; and (3) to use associated the foregoing purposes.
, .• . :T ...’•
36.2.
The Contractor hereby warrants and undertakes that it has unrestricted rights to, under and in respect of all
relevant patent rights, copyrights, know-how, other intellectual property rights and confidential information (includin
without limitation, with respect to Equipment, Software and Documentation) necessary to enable it to fully and
effectively perform the Contract and to grant the license under sub-clause 10.1 and 10.2 to enable the enjoyment by PT
of such license for the purposes mentioned in sub-clause 10.1 and 10.2; and where appropriate the Contractor has
complied and shall continue to comply with all of its obligations (including but not limited to royalty payments)
undertaken as a condition of the grant of any such right.
36.3. The Contractor shall at its own cost and expense fully indemnify and hold PTCL harmless against all documented
and actual claims, losses and expenses, including legal costs, incurred by PTCL resulting from the infringement or
alleged infringement of any patent, trademark, copyright, trade secret, or other intellectual property right. The foregoing
indemnification will be subject to PTCL providing:
a) prompt written notice of such infringement claims and in no event shall such notice be given less than seven (07) Da
prior to the date a response to the infringement claims required;
b) all reasonable assistance, information and authority to defend or settle such infringement claim, and
c) full and sole control over the defense and any settlement negotiations thereof. The Contractor shall not b
liable for any settlements entered into by PTCL without the prior written approval of the Contractor or expenses/costs
incurred by PTCL not intimated to the Contractor.
36.4. Without limiting the generality of the indemnity contained in the preceding sub-clause 10.3, if any suit, claim, or
proceeding is brought against PTCL alleging that the Equipment and/or Software and/or Documentation provided unde
the Contract infringes any third party's patent, trademark, copyright, trade secret, or other intellectual property right, the
Contractor shall fully indemnify and solely at its expense and at PTCL's option:
a) obtain for PTCL the right to continue to use and/or sell the affected Equipment, Software,
Documentation; and/or
b) modify the affected Equipment, Software, Documentation so that they are non-infringing and in compliance with
the Contract; and/or
c) replace the affected Equipment, Software, Documentation with non-infringing ones that complies with the
Contract/PO.
36.5. The foregoing indemnities above shall not apply to the extent that the lnfringement Claim results from.
a) Contractor's compliance with PTCL's designs, instructions or Specifications;
b) Modifications or improvements in or to the Equipment by PTCL or any third party without prior written consent of
Contractor;
c) any Equipment or materials which are not of Contractor's origin and/or which are furnished by PTCL to Contractor
under the Contract;
d) use of the Equipment in combination with any other hardware, software or application not supplied or manufactur
or otherwise approved by the Contractor;
e) PTCL’s use of Equipment for a purpose other than pursuant to the Contract;
f) PTCL’s failure to replace or update the Equipment as recommended by Contractor to avoid a potential infringemen
37. REPRESENTATIONS AND WARRANTIES
37.1. Each Party represents and warrants to the other that:
(i) It is a company validly existing under the laws of its jurisdiction of incorporation with full power, applicable
licence(s) and authority to conduct its activities and to enter into this Contract and that it has taken all such corporate
n as may be required to authorise it to enter into this Contract and the obligations expr gunned by it under this
Contract

constitute its legal, valid, binding and enforceable obligations and performance of such
obligations will not contravene any provision of its constitutional documents or any law or other obligation whatsoever
binding upon it;
(ii) The Contract has been duly executed and delivered by it and constitutes its legal, valid and binding obligations an
enforceable against it in accordance with its terms.
(iii) The execution and delivery of this Contract will not conflict with or result in a breach or violation under (i) any
applicable law, (ii) any material agreement, lease, license or other arrangement to which it is a party or of any order of a
court, tribunal or regulatory authority by which it is bound, or (iii) its constitutional documents.
37.2. The Contractor further represents and warrants to PTCL that it has all the resources, experience, expertise an
know-how necessary to perform its obligations under the Contract in accordance
with its terms.

38. LIABILITY AND INDEMNITY

38.1 . The Contractor does not limit its liability for death or personal injury attributable to its own negligenc
the negligence of its officers, employees, agents and representatives.
38.2. The Contractor shall fully indemnify PTCL and keep PTCL indemnified fully and effectually against al
costs, claims, damages, expenses, fines, losses, liabilities and penalties incurred or sustained in consequence of th
Contractor's failure to perform any of its obligations under this Contract in accordance with the provisions of this Cont
38.3. The Contractor shall indemnify and save harmless PTCL from and against all direct losses and all direct claim
demands, payments, suits, actions, recoveries and judgment of every nature and description made and related cost
expenses brought or recovered against the PTCL related to the work done under this Contract, by reasons of any act,
omission to act or status of liability of Contractor or its agents or employees. Contractor agrees to give PTCL prom
notice of any possible liability.
38.4. Breach of Sanctions and Export Control Laws incorporated herein shall be considered as a significant
breach and the liability of which shall be determined at the sole discretion of and in accordance with the damage
evaluated by PTCL which may be over and above any and all liability of breach ascertained for other significa
otherwise, defaults provided for in this
Contract.

39. FORCE MAJEURE

39.1 . The Contractor shall not be liable for liquidated damages, if and to the extent that, it's delay in performan
or other failure to perform its obligations under the Contract/PO is purely from the result of an event of Force Majeure,
no prior fault, negligence, or lack of due diligence of the Contractor to the circulrstances which may arise.
Provided that the following shall not constitute a Force Majeure Event:
(a) Strikes that are restricted to the personnel of the Contractor and its vendors and Sub- contractors and are n
nationwide or widespread; or
(b) Late delivery to the Contractor of Services.
 39.2. If either party is temporarily rendered unable, wholly or in part by Force Majeure to perform its duties o
accept performance by the other party under the Contract it is agreed that on such party, giving notice with full particu
in writing of such Force Majeure to the other party within seven
(07) days after the occurrence of the cause relied on, then the duties, of such party as far as they are affected by such
Majeure shall be suspended during the continuance of any inability so caused but for no longer period and such c
shall as far as possible be removed wit)i all reasonable speed. Neither party shall be responsible for delay caused
Force Majeure.
39.3. The term of this Contract shall be extended for such period of time as may be necessary to complete the work
which might have been accomplished but for such suspension. If either party is permanently prevented wholl
in part by Force Majeure for period exceeding one (01) month from performing or accepting performance, the party
s have the right to terminate

this Contract immediately giving notice with full particulars for such Force Majeure in writing to the other party, an
such event, the other party shall be entitled to compensation for an amount to be fixed by negotiations and mutual
agreement.
39.4.
If a Force Majeure situation arises, the Contractor shall promptly notify PTCL in writing of such circumstance
the cause thereof. Unless otherwise directed by PTCL in writing, the Contractor shall continue to perform its oblig
under the PO as far as is reasonably practicable, and shall seek all reasonable alternative means for performance no
prevented by the Force Majeure event.

40. TERMINATION OF CONTRACT

40.1. Termination of Contract for Default
40.1.1. PTCL may, without prejudice to any other remedy for breach of Contract, by written notice of default
to the Contractor to terminate this Contract in whole or in part:
a) If the Contractor fails to deliver any or all of the Services within the time period(s) specified in the Contract o
extension thereof granted by PTCL; or
b) If the Contractor fails to perform any other obligation under the Contract to the satisfaction of PTCL; and
c)
If the Contractor, in either of the above circumstances, does not cure its failure within a period of Seven (07) da
(or such longer period as PTCL may authorize in writing) after receipt of the default notice from PTCL.
40.1.2. In the event PTCL terminates the Contract in whole or in part, PTCL may procure, upon such terms and in
manner as it deems appropriate, Services same similar to those un-delivered, and the Contractor shall be liable to P
for any excess costs for such same similar Services. However, the Contractor shall continue, performance of
Contract to the extent not terminated.

40.1 .3. PTCL shall have the right by encashment of the Performance Bond(s) and taking all such steps
including but not limited to withholding payments whether or not accrued to recover its losses.
Termination of the Contract (for any reason) shall not prejudice or affect any right or remedy which ha
accrued to PTCL before such termination or as a consequence thereof. Termination of the Contract (for
reason) shall not relieve the Contractor of any of its obligations under the Contract to make repairs and
replacements with respect to any Services prior to such termination, nor shall such termination relieve the
Contractor of any of its obligations under any provisions of the Contract with respect to the execution o
the SOW and/or any other related obligations prior to such
termination.
40.2. Termination for Insolvency
40.2.1. Bankruptcy or otherwise insolvency of the Contractor shall entitle PTCL to terminate the Contract, prov
that such termination shall not prejudice or affect any right or remedy which has accrued to PTCL before such
termination or as a consequence thereof. PTCL shall have the right to mitigate its losses by encashment of the
Performance Bond and taking all such steps including but not limited to withholding payments whether or not
accrued and arrange for completion of the Contract through other sources at the cost and expense of the Contracto
40.2.2. PTCL may terminate this Contract, effective upon notice, if:
a) all or a substantial portion of the assets of the Contractor are transferred to an assignee for the benefit of
creditors, to a receiver or to a trustee in bankruptcy;
b) the Contractor is unable to pay its debts as they fall due;
c)
a proceeding is commenced by or against the Contractor for relief under bankruptcy or similar laws;
d) the Contractor is judged bankrupt or insolvent; o1
e) an analogous event occurs to the Contractor in any juri ction.
 R-PROC.3-2022 /3021

ormance of any of its obligations caused by Force Majeure and/or caused

an extension of time sufficient to compensate for the delay as determined
ligated to do so) to the Contractor after PTCL's evaluating the situation, provided
days after the occurrence of such an event given to PTCL in writing full and
y, its likely duration and suggested remedial measures) of any claim for an
tself entitled and has demonstrated that it has used all reasonable means to
en will be ratified by
act.

or one (01) calendar year from the date of issuance of PAC by PTCL.
shall rectify at its own cost any defects and/or short falls that have occurred due

oper re-instateinent.
bases and concrete civil works caused due to improper curing, poor quality or

due to improper laying or not sealing open duct ends with caps.

corrections, PTCL will, at its own option and at the cost of the Contractor,
out the required corrections by a third party or own self. However, if the
ailed to make correction(s) to snags pointed in PAT report, PTCL may at its
ractor immediately upon detection of a defect and/or shortcoming carry out
ons by a third party. The cost incurred by PTCL for removal of defects shall
t to the Contractor.

TIFICATE
eemed to occur upon the issuance of the FAC by PTCL. The Final Acceptance
ctor upon the expiry of the Warranty Period and may be deferred until such
rvices by PTCL within the Warranty Period remain un-remedied by the
ve shall thereupon examine the Services, and provided no work or
standing on an apparent examination, shall issue the Final Acceptance Certificate

to apply for Final Acceptance Certificate upon completion of One

ause no. 13 of this Contract, after removal of all defects coinlnunicated to the

PAC by PTCL in case of Services and date

of delivery challan in case of supplies only.

T:
for one year. No variation in unit price whatsoever
T) in this Contract are valid, firm and final

rice adjustment authorized by the conditions of this Contract. However, the unit
nt of both Parties, if required after expiry of each year. For avoidance of doubt,
the CPI of concerned year.
 rrears within thirty (30) days upon submission of a commercial undisputed
reconciled and made the deductions for late deliveries from the invoice(s).
is Contract, the payment to the Contractor shall be made after the Services

e name of PTCL.
hall be subject to any and all relevant taxes as applicable under the prevalent

ncome tax exemption certificate issued by the Income Tax

urce shall be deducted from payments by PTCL.
over from payments to the Contractor any amount payable by the Contractor

inst the successful deliveries duly verified by PTCL.

tor as per following schedule in Pak Rupees through cross cheque or bank
document as stated in clause no. 25 of this Contract:

nd RoW facilitation charges):

) of respective PO's value shall be made within thirty (30) calendar days
or PAT and submission of invoice to PTCL for payment.
(35%) of respective PO's value shall be made within thirty
Final Change Order, issuance of PAC by PTCL Authorized
e to PTCL for payment.
%) of respective PO's value shall be made within thirty (30) calendar days
zed Representative and submission of invoice to PTCL for payment.
 ) of respective PO's value shall be made within thirty (30) calendar days
or no-objection certificate (“NOC”) from/to relevant agency duly
esentative, and submission of relevant invoice to PTCL for payment. For
ng of RoW and/or NOC facilitation, Contractor shall be responsible only to
vic agency while actual payment of RoW and/or NOC will be made directly

0%) payment of respective PO's value shall be made within thirty (30)
PTCL Authorized Representative.

rAvMENT:
ervices description, quantity, unit price, total amount and shall be valid for
bmitted on e-portal along with required documents as per following

W and RoW facilitation charges):

e following documents upon offer for PAT for claiming sixty percent (60%)

nt and confirmation of PAT offer by PTCL's Representative

GST/SST) invoice from PTCL's Representative.
he following documents upon issuance of PAC for claiming thirty five percent

esentative.
oice from PTCL's Representative.
by PTCL warehouse/store to the Contractor.
d to PTCL warehouse/store by the Contractor duly signed by the concerned

he following documents upon issuance of FAC for claiming five percent

ative.

n services:
following documents upon issuance of NOC letter from concerned civic agency

resentative.
ed agency.
oice by PTCL's Representative.

following documents on issuance of PAC for claiming fifty percent (50%)

resentative.
ed agency.
oice by PTCL’s Representative.
ative.
S
ue to any currency fluctuations of any nature and for any reason whatsoever.

e given to the Contractor, make changes within the scope of the Services under
) the following:
quired to be provisioned.

l not be changed. In case the price requested in change orders are not available
derived from Contract using reasonable assumptions or otherwise i o
e charged as per prev ar standards. Any claims by

r for adjustment under this clause shall be made within fifteen (15) days from the date
change order. Provided that if the Parties are unable to agree on the adjustment to be
Contract Price and/or Implementation Plan within thirty (30) days from the date of
ange order, the Contractor shall nevertheless proceed to implement such change order,
ting either Party's right to refer such dispute to arbitration.
ge order issued by PTCL shall be valid unless signed by the relevant authorized
PTCL.
 :
rges and rates specified in this Contract are exclusive of applicable Federal and
Excise, (Federal) Sales Tax, Provincial Sales Tax], but inclusive of local and other

rovider undertake to discharge their respective obligations arising out of this Contract
s, duties & other levies imposed by the Federal or provincial governments and
holding and sales tax withholding requirements as may be applicable under the laws of

dertakes to issue valid tax invoices that comply with the requirements of all Federal
ect to issuance of invoices. If a tax is withheld from payment(s) to the Service
rovide valid certificate of the tax so withheld, in conformity with the application
der provides an exemption certificate, relevant to PTCL's payment(s), validly issued
CL shall make the payment(s) without withholding during the validity period of the

Provider undertake to deposit all taxes collected or withheld with the relevant
case any tax is left unpaid due to whatever reason, the party responsible to deposit the
from all legal and financial risks arising out of such non-compliance.
hould ensure that it complies with all requirements for filing of relevant
returns, including timely filing of sales information — tax invoice/debit
ensure that PTCL is able to claim related input tax. In case of default by the Service
sallowance for PTCL, PTCL shall have the right to deduct the amount of input sales
from
ts to be made to the Service Provider. Before exercising this right, PTCL shall confirm
are unable to claim input on taxes charged to them and afford opportunity to the
s with its tax filings. This right to deduct such input tax amount from any subsequent
ut prejudice to other remedies that may be available to PTCL in this regard. The Service
demnify PTCL against any loss, damage, cost or expense suffered or incurred by PTCL

rovider further undertake to abide by any change in the taxation laws that effect the
in cases involving change in value of this Contract, resulted from changes in rates or
ies or levies of similar nature under the Federal or provincial laws. The respective
een affected due to the change, of both the Parties shall be determined after mutual

hall be responsible for payment of all transport charges, and warehousing charges as

PROPERTY RIGHTS
y grants to PTCL an irrevocable, personal, non-exclusive, non-transferable, royalty
se, operation and maintenance of the Software contained as an integral part of the
and use each item.of Software not an integral
nt; and (3) to use associated ntation r the foregoing purposes.
 rrants and undertakes that it has unrestricted rights to, under and in respect of all
s, know-how, other intellectual property rights and confidential information (including,
to Equipment, Software and Documentation) necessary to enable it to fully and
and to grant the license under sub-clause 10.1 and 10.2 to enable the enjoyment by PTCL
mentioned in sub-clause 10.1 and 10.2; and where appropriate the Contractor has
comply with all of its obligations (including but not limited to royalty payments)
grant of any such right.
ts own cost and expense fully indemnify and hold PTCL harmless against all documented
xpenses, including legal costs, incurred by PTCL resulting from the infringement or
nt, trademark, copyright, trade secret, or other intellectual property right. The foregoing
PTCL providing:
uch infringement claims and in no event shall such notice be given less than seven (07) Days
infringement claims required;
information and authority to defend or settle such infringement claim, and
er the defense and any settlement negotiations thereof. The Contractor shall not be
d into by PTCL without the prior written approval of the Contractor or expenses/costs
to the Contractor.
nerality of the indemnity contained in the preceding sub-clause 10.3, if any suit, claim, or
TCL alleging that the Equipment and/or Software and/or Documentation provided under
party's patent, trademark, copyright, trade secret, or other intellectual property right, the
and solely at its expense and at PTCL's option:
o continue to use and/or sell the affected Equipment, Software,

ment, Software, Documentation so that they are non-infringing and in compliance with

pment, Software, Documentation with non-infringing ones that complies with the

es above shall not apply to the extent that the lnfringement Claim results from.
ith PTCL's designs, instructions or Specifications;
ments in or to the Equipment by PTCL or any third party without prior written consent of the

s which are not of Contractor's origin and/or which are furnished by PTCL to Contractor

mbination with any other hardware, software or application not supplied or manufactured
ntractor;
for a purpose other than pursuant to the Contract;
or update the Equipment as recommended by Contractor to avoid a potential infringement.
 AND WARRANTIES
and warrants to the other that:
sting under the laws of its jurisdiction of incorporation with full power, applicable
uct its activities and to enter into this Contract and that it has taken all such corporate acti
it to enter into this Contract and the obligations expr gunned by it under this

ding and enforceable obligations and performance of such

any provision of its constitutional documents or any law or other obligation whatsoever

uly executed and delivered by it and constitutes its legal, valid and binding obligations and is
ance with its terms.
ry of this Contract will not conflict with or result in a breach or violation under (i) any
agreement, lease, license or other arrangement to which it is a party or of any order of a
hority by which it is bound, or (iii) its constitutional documents.
r represents and warrants to PTCL that it has all the resources, experience, expertise and
rm its obligations under the Contract in accordance

NDEMNITY
not limit its liability for death or personal injury attributable to its own negligence or
mployees, agents and representatives.
fully indemnify PTCL and keep PTCL indemnified fully and effectually against all
ses, fines, losses, liabilities and penalties incurred or sustained in consequence of the
any of its obligations under this Contract in accordance with the provisions of this Contract.
indemnify and save harmless PTCL from and against all direct losses and all direct claims,
ions, recoveries and judgment of every nature and description made and related cost and
against the PTCL related to the work done under this Contract, by reasons of any act,
ility of Contractor or its agents or employees. Contractor agrees to give PTCL prompt
.
and Export Control Laws incorporated herein shall be considered as a significant
ich shall be determined at the sole discretion of and in accordance with the damage as
ay be over and above any and all liability of breach ascertained for other significant or
or in this

E
not be liable for liquidated damages, if and to the extent that, it's delay in performance
bligations under the Contract/PO is purely from the result of an event of Force Majeure, with
ck of due diligence of the Contractor to the circulrstances which may arise.
l not constitute a Force Majeure Event:
d to the personnel of the Contractor and its vendors and Sub- contractors and are not

tractor of Services.
mporarily rendered unable, wholly or in part by Force Majeure to perform its duties or
her party under the Contract it is agreed that on such party, giving notice with full particulars
ure to the other party within seven
of the cause relied on, then the duties, of such party as far as they are affected by such Force
during the continuance of any inability so caused but for no longer period and such cause
removed wit)i all reasonable speed. Neither party shall be responsible for delay caused by

tract shall be extended for such period of time as may be necessary to complete the work
omplished but for such suspension. If either party is permanently prevented wholly or
r period exceeding one (01) month from performing or accepting performance, the party con
rminate

ng notice with full particulars for such Force Majeure in writing to the other party, and in
ll be entitled to compensation for an amount to be fixed by negotiations and mutual

ion arises, the Contractor shall promptly notify PTCL in writing of such circumstances and
rwise directed by PTCL in writing, the Contractor shall continue to perform its obligations
nably practicable, and shall seek all reasonable alternative means for performance not
re event.

F CONTRACT
ntract for Default
prejudice to any other remedy for breach of Contract, by written notice of default sent
this Contract in whole or in part:
deliver any or all of the Services within the time period(s) specified in the Contract or any
TCL; or
o perform any other obligation under the Contract to the satisfaction of PTCL; and
of the above circumstances, does not cure its failure within a period of Seven (07) days
L may authorize in writing) after receipt of the default notice from PTCL.
rminates the Contract in whole or in part, PTCL may procure, upon such terms and in such
e, Services same similar to those un-delivered, and the Contractor shall be liable to PTCL
ame similar Services. However, the Contractor shall continue, performance of the
minated.

ll have the right by encashment of the Performance Bond(s) and taking all such steps
imited to withholding payments whether or not accrued to recover its losses.
Contract (for any reason) shall not prejudice or affect any right or remedy which has
fore such termination or as a consequence thereof. Termination of the Contract (for any
ieve the Contractor of any of its obligations under the Contract to make repairs and
espect to any Services prior to such termination, nor shall such termination relieve the
its obligations under any provisions of the Contract with respect to the execution of
ny other related obligations prior to such
nsolvency
rwise insolvency of the Contractor shall entitle PTCL to terminate the Contract, provided
ot prejudice or affect any right or remedy which has accrued to PTCL before such
nce thereof. PTCL shall have the right to mitigate its losses by encashment of the
ng all such steps including but not limited to withholding payments whether or not
pletion of the Contract through other sources at the cost and expense of the Contractor.
te this Contract, effective upon notice, if:
ortion of the assets of the Contractor are transferred to an assignee for the benefit of
a trustee in bankruptcy;
le to pay its debts as they fall due;
nced by or against the Contractor for relief under bankruptcy or similar laws;
ed bankrupt or insolvent; o1
curs to the Contractor in any juri ction.
40.3. Termination for Convenience
40.3.1. PTCL may by written notice of thirty (30) days sent to the Contractor terminate the Contract/PO in whole
or in part at any time for its convenience. The notice of termination shall specify that termination is for PTC L's
convenience, the extent to which performance of work under the Contract is terminated, and the date upon which
such termination becomes effective.
40.3.2. Those Services, which are complete and ready for delivery on or before the Contractor's receipt of notice of
termination shall be purchased by PTCL as per the terms and condition of the Contract/Order/PO.

41. DELAY IN CONTRACTOR'S PERFORMANCE

41.1.
The Contractor shall perform all the Services in accordance with the Iimplementation Plan submitted to and
agreed by PTCL. Any delay not caused by Force Majeure in the performance of its obligations under the Contract, will
render the Contractor liable to any or all of the following in the sole and unfettered discretion of PTCL:
41.1 . l . Encashment of the Performance Bond; and/or
41.1.2. Imposition of liquidated damages as described herein; and/or
41.1.3. Termination of the Contract for default.

42. LIQUIDATED DAMAGES

42.1. If not otherwise specified in this Contract, the following shall prevail:
42.1.1. In the event that the Contractor does not fulfil its obligations with respect to the Services provided in accordance
with the Scope of Work/BOQ as mentioned in Annexure-A or the Contractor's obligations as outlined in the Contract
the Contractor shall pay liquidated damages to PTCL amounting to [2.5% per dayl of the Purchase Order value for the
Services for each site until the Contractor can rectify the faults in the Services to the complete and sole satisfaction of PTCL
42.1.2. Furthermore and notwithstanding the above, in the event that the Contractor does not fulfil its obligations to
delivery timelines as mentioned in Annexure-A
42.1.3. (“Delivery Timelines”), the Contractor shall pay liquidated damages to PTCL amounting to 2.5% of site value per
day of PO Value for the Services for each day of delay.
42.1.4. The liquidated damages as mentioned above shall be imposed for a maximum of 20% of PO Value, after which
period PTCL may, at its sole discretion, terminate part or whole Contract.
42.2. Any liquidated damages if not paid by Contractor shall be deducted from the invoice(s) submitted by Contractor
and/or Performance Bond. The imposition of liquidated damages upon the Contractor and its payment does not
absolve the Contractor from its obligations to delivery or from any other liabilities or obligations under the Contract.

43. ENTIRE CONTRACT

This Contract, including ihe Annexes hereto, which form an integral part hereof, constitutes the entire agreement
between the Parties, sets forth all their rights and obligations, and supersedes all prior Contracts and communications,
whether oral or written, with respect to the subject-matter hereof. In the event of any conflict between this Contract
and its annexes, this Contract shall prevail.

44 RELATIONSHIP OF PARTIES
The relationship between the Contractor and PTCL during the term
her
 her

principals. Each Party, its agents, employees, representatives or affiliates shall under no
circumstances be deemed partners, agents or representatives of the other Party or the other Party's affiliates.

45. PERFORMANCE GUARANTEE

45.1.
The 5% (five percent) payment retained from Contractor's claim till warranty period shall serve as performance
guarantee of the Contractor's Services against respective PO.
45.2.
The Performance Guarantee in the form of 5% payment retention is payable to PTCL as compensation
for any loss resulting from the Contractor's failure to complete any of its obligations under this Contract.
45.3.
If the Contractor refuses or fails to complete the delivery of the complete Services conforming to the
specifications within the time schedule, or fails to fulfill any other of his obligations under this Contract, the 5%
retention money from Contractor's claim shall promptly, without recourse to the Contractor, be wholly or partially
forfeited as deemed appropriate by PTCL in its discretion.
45.4. The 5% retention money from Contractors' payment will be discharged by PTCL within Thirty
(30) days following the date of issuance of FAC and upon discharge by Contractor of all performance
obligations including LDs imposed and warranty obligations under this Contract.
45.5. The Performance Guarantee shall be applicable on all POs issued under this Contract above the value of
Rs.500,000 (Rupees Five Hundred Thousand Only).
46. COMPLIANCE PROVISIONS
46.1. The Contractor represents and warrants on behalf of itself, its directors, employees and any third party
employed and/or retained to act for or on its behalf including, without limitation, agents, contractors, sub-
contractors and other representatives (“Representatives”) (including executive officers and directors of any such
Representatives) that:
46.1.1. it complies and will comply with all applicable laws, statutes and regulations relating to anti-bribery and
anti-corruption, anti-money laundering and counter financing of terrorism including but not limited to the
Anti -Money Laundering Act 2010, Anti- Terrorism Act 1997, Prevention of Corruption Act 1947 (as amended
from time to time) and to any applicable foreign anti-bribery and anti-corruption laws, anti-money
laundering and counter financing of terrorism laws (“Relevant Requirements”) to the extent applicable;
46.1.2. it will not directly or indirectly through a third party, in relation to, in connection with, or arising from th
performance of this Agreement (and any subsequent Contract or Agreement) offer, promise or give to any third
party (including any governmental official or political party official, representative or candidate) nor will it seek,
accept, or agree to receive for itself or for another party, any gift, payment, reward, consideration, advantage or benefit
of any kind which would, or could reasonably be construed as, bribery or an illegal or corrupt practice; and
46.1.3. it has and shall maintain in place throughout the term of this Agreement its own adequate compliance
policies and procedures that are aligned with the Relevant Requirements and shall train its own employees on its
policies and procedures to ensure compliance with the Relevant Requirements and will enforce its policies
and procedures where appropriate.
46.2. The Contractor agrees at all times to comply with all applicable sanctions and export control laws in carrying
out its responsibilities under this Agreement including any applicable Pakistani and foreign sanctions and expor
controls laws. The Contractor will not, in connection with any activities governed by this Agreement transfer
any item to, from, or through — either directly or indirectly — any country or person in violation of any applicable
sanctions and export control laws. The Contractor warrants and represents that neither Contractor nor any of its
affiliated persons or Representatives, is a sanctioned person/entity with whom deali are prohibited or
restricted under any applicable sanctions and export control l ws.
46.3. The Contractor represents and warrants that, f
the Agreement, no funds (or portion
thereof) that the Contractor may remit as part of any Agreement or Contract with PTCL will constitute the
proceeds of crime; the Contractor will not (whether knowingly or with cause to suspect) acquire, use, possess,
retain, control or otherwise deal in funds or other property constituting the proceeds of crime; the Contractor
will not otherwise engage in any activity or become concerned in an arrangement that may constitute an offence
under any applicable anti- money laundering and counter financing of terrorism laws.
46.4.
The Contractor shall immediately and in any case within three (3) business days report to PTCL in writing the
following: (i) any actual or suspected violations of this Clause including any request or demand for any undue
financial or other undue advantage of any kind that it receives in connection with the performance of this
Agreement; (ii) any instances where the Contractor, or any of its affiliated persons or Representatives, becomes liste
on any sanctions or export controls list, becomes subject to any sanctions or becomes aware that any
governmental authority has initiated any investigation or proceedings against it related to potential corruption,
sanctions, export controls or anti-money laundering and terrorism financing violations.
46.5. The Contractor agrees that it will maintain all its records for the entire duration of the Agreement, and for at
least three (03) years thereafter or for as long as required under the applicable law; and make readily available to
PTCL, any books, records or accounts, and personnel related to the business/Agreement entered into with PTCL
and make its personnel accessible to PTCL in this regard, if so requested for the purpose of any investigation and/or
audit that PTCL may have to carry out for a legitimate reason determined by PTCL.
46.6. Notwithstanding any other provision of this Agreement, breach of any of the provisions in this
Compliance Clause is a material breach of this Agreement and, without prejudice to any other right or remedy under
this Agreement or at law, entitles PTCL to suspend the payments and terminate this Agreement (and any contract or
agreement with the Contractor) immediately.

47. WAIVER
No delay, relaxation, neglect or forbearance on the part of either Party in enforcing against the other Party any
term or condition of the Contract shall either be or be deemed to be a waiver or in any way prejudice any right of th
party under the Contract nor shall any waiver by either Party of any breach of Contract operate as a waiver of any
subsequent or continuing breach of Contract. Any waiver of a Party's rights, powers or remedies under the Contract
must be in writing and must be dated and signed by an authorised representative of the Party granting such waiver
and must specify the right and the extent to which it is being waived.

48. ASSIGNMENT AND SU&CONTRACT

48.1. The Contractor shall not change or assign the Contract or any part thereof, without the prior written
consent of PTC L, such consent, if any, shall
not relieve the Contractor from any liability or obligation under the Contract.
48.2. The Contractor shall not sub-Contract the whole or any part of the work, without prior‘ written
consent of PTC L, and such consent, if given, sha
not relieve the Contractor from any liability or obligation under this Contract and they shall be responsible for the
acts, defaults and neglects of their sub-Contractor, agent, defaults or neglects of the servants or workmen.

49. AMENDMENT
No alteration, waiver or change in any of the terms of this Contract will be effective unless mutually agreed, made i
writing, is dated, expi essly refers to the Contract and is duly executed by an authorized officer or
representative of each of the Party.
50. SEVERABILITY

If any one or more of the provisions of this Contract should be ruled wholly or partly invalid or unenforceable
by a court or other government body of competent risdiction, then:
 a)
The validity and enforceability of all provisions of this Contract not ruled to be invalid or
unenforceable shall be unaffected;
b)
The effect of the ruling shall be limited to the jurisdiction of the court or other government body making th
ruling;
c)
The provision(s) held wholly or partly invalid or unenforceable shall, if possible, be deemed amend
and the court or other government body is authorized to reform the provision(s), to the minimum extent
necessary to render them valid and enforceable in conformity with the Parties intent as manifested here
and
d) lfthe ruling and/or the controlling principle of law or equity leading to the ruling is subsequently overrule
modified, or amended by legislative, judicial, or administrative action, then the provision(s) in questi
as originally set forth in this Contract shall be deemed valid and
enforceable to the maximum extent permitted by the new controlling principle of law or equity.

51. INDEPENDENT CONTRACTORS

51 .1. The Contractor are and shall remain at all times an independent contractor and shall be fully
responsible for their own acts or defaults (including those of their employees or agents). Neither the Contractor is
authorized nor their employees, agents or representatives shall at any time attempt to act or act on behalf of PTC
to bind any other Party in any manner whatsoever to any obligations. Neither the Contractor nor its employees,
agents or representatives shall engage in any
acts which may lead any person to believe that such Party is an employee, agent or representative of PTCL.

51.2. Nothing in this Contract shall be deemed to constitute a partnership or other profit sharing
arrangement between the Parties.
52. SURVIVAL
All accrued rights of a Party shall survive the expiry or termination of this Contract as shall all Clauses that by
their nature are intended to do so, including, without limitation, obligations of Indemnity, Confidentiality and
Dispute Resolution.
53. GOVERNING LANGUAGE
The Contract is drafted in English language, which shall govern its interpretation. All literattiie, correspondence
and other documents pertaining to the Contract/POs, which are exchanged by the Parties, shall be written in the sam
language.
54. COUNTERPARTS
This Contract way be executed in two (02) counterparts, each of which shall be deemed an original, but all
which together shall constitute one and the same instrument.
rq .; .i
ctor terminate the Contract/PO in whole
that termination is for PTC L's
s terminated, and the date upon which

he Contractor's receipt of notice of

e Contract/Order/PO.

mplementation Plan submitted to and

f its obligations under the Contract, will
d discretion of PTCL:

to the Services provided in accordance

obligations as outlined in the Contract,
l of the Purchase Order value for the
y

he complete and sole satisfaction of PTCL.

tractor does not fulfil its obligations to

TCL amounting to 2.5% of site value per

imum of 20% of PO Value, after which

m the invoice(s) submitted by Contractor

he Contractor and its payment does not
or obligations under the Contract.

of, constitutes the entire agreement

or Contracts and communications,
of any conflict between this Contract

is that of independent
r affiliates shall under no
her Party or the other Party's affiliates.

nty period shall serve as performance

is payable to PTCL as compensation

tions under this Contract.
e Services conforming to the
tions under this Contract, the 5%
he Contractor, be wholly or partially

arged by PTCL within Thirty

Contractor of all performance
ct.
under this Contract above the value of
rs, employees and any third party
itation, agents, contractors, sub-
ve officers and directors of any such

gulations relating to anti-bribery and

m including but not limited to the
f Corruption Act 1947 (as amended
orruption laws, anti-money
nts”) to the extent applicable;
in connection with, or arising from the
ent) offer, promise or give to any third
tive or candidate) nor will it seek,
ard, consideration, advantage or benefit
illegal or corrupt practice; and
ent its own adequate compliance
all train its own employees on its
ents and will enforce its policies

ons and export control laws in carrying

stani and foreign sanctions and export
governed by this Agreement transfer
or person in violation of any applicable
neither Contractor nor any of its
om deali are prohibited or
 ract with PTCL will constitute the
use to suspect) acquire, use, possess,
he proceeds of crime; the Contractor
gement that may constitute an offence
m laws.
s days report to PTCL in writing the
request or demand for any undue
tion with the performance of this
ersons or Representatives, becomes listed
r becomes aware that any
nst it related to potential corruption,
iolations.
e duration of the Agreement, and for at
law; and make readily available to
ess/Agreement entered into with PTCL,
he purpose of any investigation and/or
PTCL.
any of the provisions in this
ice to any other right or remedy under
e this Agreement (and any contract or

enforcing against the other Party any

or in any way prejudice any right of that
of Contract operate as a waiver of any
powers or remedies under the Contract
tative of the Party granting such waiver

f PTC L, such consent, if any, shall

ract.
f PTC L, and such consent, if given, shall
and they shall be responsible for the
of the servants or workmen.

fective unless mutually agreed, made in

by an authorized officer or

olly or partly invalid or unenforceable

act not ruled to be invalid or

urt or other government body making the

le shall, if possible, be deemed amended,

e provision(s), to the minimum extent
ith the Parties intent as manifested herein;

ng to the ruling is subsequently overruled,

action, then the provision(s) in question
nd
principle of law or equity.

ent contractor and shall be fully

or agents). Neither the Contractor is
empt to act or act on behalf of PTCL
either the Contractor nor its employees,

ent or representative of PTCL.

ership or other profit sharing

s Contract as shall all Clauses that by

ns of Indemnity, Confidentiality and

retation. All literattiie, correspondence

y the Parties, shall be written in the same

hich shall be deemed an original, but all of

 E-STAMP
PB-LHR-374E4112A6B15AA9
Low oenomination
Rs 100/-
ID:
Type:
Amount:

Description: Applicant: Representative AGREEMENT OR MEMORANDUM OF AN AGREEMENT —(ccc)

From: Agent: A AND A ASSOCIATES[300000-00000000-0] A AND A ASSOCIATES
Address: Self LAHORE
Issue Date: 02-Feb-2024 08:39:50 AM
Delisted On/Validity: Amount in
08-Feb-2024
Words: Reason:
Vendor Information: One Hundred Rupees Only
AGREEMENT IN FAVOR OF PTCL
Asad Ali | PB-LHR-395 | Al Faisal Town Lhr Cantt

IN WITNESS
WHEREOF the Parties have caused this Contract to be signed on the Day and Year first above
w'ritten.
FO1t N BEHALF OF CONTRACTOR
AN FOR AND BEHALF OF PTCL
Designation: Managing Partner Designation: Group Head Procurement, PTCL Head
WITNESSES: Islamabad
Name: Waris Ali 2. _
Designation: Personal Assistant Name: Fazal n
(CNIC:3840603782121) Desi Regional Procurement Central l
Name: Ahmad
Naeem

Name: Ch. Muh mmad Irfan

 R-PROC.3-2022 /302J
Scan for online verification

AGREEMENT —(ccc)
ND A ASSOCIATES

r Cantt

ned on the Day and Year first above

BEHALF OF PTCL
gnation: Group Head Procurement, PTCL Headquarters,
mabad

me: Fazal n
Regional Procurement Central l

Name: Ch. Muh mmad Irfan

 ANNEXURE - A
PRICE SCHE IIL l.E
ANNEXUREG1 HNANCIALPROPOSALFORMAT FOR
MS A & A
CATEGORYA Assosiates
LTR CTR
Unit Unit

S.
Description Unit Price Price
No
Services for laying of Feeder Network (New Duct) as per TR-192 specifications and I i
standards for all type of Soil/Area at 4ft Depth Per
1 including Excavation/bore/tuff tiles/concrete & road cutting etc with
complete Re-instatement exclusive of Meter
ROW/NOC permission facilitation, complete in all respect Per
Services for laying of Feeder Network (New Duct) as per TR-192 specifications and standards Meter
for all type of Soil/Area at 3ft Depth including Excavation/bo re/tuff tiles/concrete & road Per Meter
cutting etc with complete Re- instatement exclusive of ROW/NOC permission facilitation Per Meter
complete in all respect Per
Services for laying Feeder Network (existing duct) as per TR-192 specifications and
standards for all type of existing ducts (HDPE/PVC/Concrete Ducts) including route
repairing, Pits etc with complete Re-instatement complete in all respect (incld Cable, HH
Tagging and EIC/FLC Plates )
Services for laying of Distribution Network (New Duct) as per TR-
192 specifications and standards for all type at 3 ft Depth of
4 Soil/Area including exacavation/bore/tuff tiles/concrete & road
cutting etc with complete Re-instatement
exclusive of ROW/NOC permission facilitation.
Services for laying of Distribution Network (New Duct) as per TR-
3 192 specifications and standards for all type at 2 ft Depth of

5 Soil/Area including exacavation/bore/tuff tiles/concrete & road

Meter 620 600
cutting etc with complete Re-instatement exclusive of ROW/NOC Per Meter 400 400
permission facilitation.
Services for laying of Distribution Network (New Duct) as per TR- !
192 specifications and standards for all type at 1 h Depth of
6 Soil/Area including exacavation/bore/tu ff tiles/concrete & road
cutting etc with complete Re-instatement exclusive of
ROW/NOC

permission facilitation. 225 220

Services for laying Distribution Network (existing duct) as per TR-
192 specifications and standards for all type of existing ducts Per
7
(HDPE/PVC/Concrete Ducts) including route repairing, Pits etc with Meter
complete Re-instatement.
Services for Erection of Aerial Distribution Network (New) as per TR-192 specifications and standards for
all type of cables (On PTCL
Per Meter
 Per Meter

8 Poles/WAPDA Poles) inclusive of installation of New poles

(PTCL/LT/HT), Aerial Assessories, cable stringing etc incld Cable, HH

Tagging and EIC/ LC Plates )
 MS A & A
Assosiates
LTR CTR
Unit Unit

Price Price

800 800
720 700
225 220
720 700

620 600
400 400

225 220

Per Meter
Per Meter
 Services for laying of Home Passes/Drop Pipe for Distribution Per 250
Network from NAP/HH to Customer premises as per TR 192 Meter
9 specifications and standards for all type of ducts (HDPE/PVC)
including complete Re-instatement of Green
belt/Tuff
Tiles/Concrete foot Path/Drive Way etc.
Supply of Pre-fabricated Handhole as per PTCL approved specs in TR-
10 192 (3 feet x 3 feet x 3 feet) L x W x D, including all accessories
Each 23.000
(covers, Z Clamp, Handles/Hook)
Services for Pre-fabricated Handhole (Trasportation, Installation &
Fixing) as per PTCL approved specs in TR-192 (3 feet x 3 feet x 3 feet)
11
Each
L x W x D, including installation of all accessories (covers, Z Clamp,
2.900
Handles/Hook/Sealing of Inlets/outlet holes (FLC/EIC Plates
installation included)
Supply of Pre-fabricated Handhole as per PTCL approved specs in TR-
12 192 (3 feet x 4 feet x 3 feet) L x W x D, including all accessories
Each 24.000
(covers, Z Clamp, Handles/Hook)
Services for Pre-fabricated Handhole (Trasportation, Installation &
Fixing) as per PTCL approved specs in TR-192 (3 feet x 4 feet x 3 feet)
13 L x W x D, including installation of all accessories (covers, Z Clamp, Each 2.900
Handles/Hook/Sealing of Inlets/outlet holes (FLC/EIC Plates
installation included)
Supply of Pre-fabricated Handhole as per PTCL approved specs in TR-
14 192 (2 feet x 2 feet x 3 feet) L x W x D, including all accessoi ies Each
16.200
(covers, Z Clamp, Handles/Hook)
Services for Pre-fabricated Handhole (Trasportation, Installation &
Fixing) as per PTCL approved specs in TR-192 (2 feet x 2 feet x 3 feet)
15 L x W x D, including installation of all accessories (covers, Z Clamp, Each 2.500
Handles/Hook/Sealing of Inlets/outlet holes (FLC/EIC Plates
installation included)
Supply of Pre-fabricated Handhole as per PTCL approved specs in TR-
16 192 (2 feet x 2 feet x 2 feet) L x W x D, including all accessories Each
13.000
(covers, Z Clamp, Handles/Hook)
Services for Pre-fabricated Handhole (Trasportation, Installation &
Fixing) as per PTCL approved specs in TR-192 (2 feet x 2 feet x 2 feet)
17 L x W x D, including all accessories (covers, Z Clamp, Each
Handles/Hook/Sealing of Inlets/outlet holes 2.400
(FLC/EIC Plates
installation included)
Supply of Pre-fabricated Handhole as per PTCL approved specs in TR-
18 192 ( 4 feet x 3 feet x 4 feet) L x W x D, including all accessories Each 30.350
(covers, Z Clamp, Handles/Hook - including FDH Base)
Services for Pre-fabricated Handhole (Trasportation, Installation &
Fixing) as per PTCL approved specs in TR-192 ( 4 feet x 3 feet x 4
19 feet) L x W x D, including all accessories (covers, Z Clamp, Each
2.900
Handles/Hook/Sealing of Inlets/outlet holes - including FDH Base
 (FLC/EIC Plates installation included)
Supply, Trasportation, Installation & Fixing of Pre-fabricated
20 Handhole as per PTCL approved specs in TR-192 (5 feet x 4 feet x 4 Each 32.300
feet) L x W x D, including all accessories (covers, Z Clamp,

Handles/Hook - including FDH Base)

Services for Pre-fabricated Handhole (Trasportation, Installation &
21 Fixing) as per PTCL approved specs in TR 192 (5 feet x 4 feet x 4 feet) Each ( 3,490 3,490 L x W x D, including all accessories (covers, Z Clamp,
 250

23.000

2.900

24.000

2.900

16.200

2.500

13.000

2.400

30.350

2.900
 32.300

l accessories (covers, Z Clamp,

 Handles/Hook/Sealing of Inlets/outlet holes - including FDH Base
(FLC/EIC Plates installation included)

Construction of Handhole as per PTCL approved specs in TR-192 (3 22 feet x 3 feet x 3 Each 22,550 22,5
feet) L x W x D, including all accessories (covers, Z Each 24,000 24,0
Clamp, Handles/Hook/Sealing of Inlets/outlet holes (FLC/EIC Plates Each 15,160 15,1
installation included)
Construction of Handhole”as per PTCL approved specs in TR-192 (3
23 feet x 4 feet x 3 feet) L x W x D, including all accessories (covers, Z Clamp,
Handles/Hook/Sealing of Inlets/outlet holes (FLC/EIC Plates
installation included)
Construction of Handhole as per PTCL approved specs in TR-192 (2 24 feet x 2 feet x 3
feet) L x W x D, including all accessories (covers, Z
Clamp, Handles/Hook/Sealing of Inlets/outlet holes (FLC/EIC Plates

installation included)
Construction of Handhole as per PTCL approved specs in TR-192 (2

25 feet x 2 feet x 2 feet) L x W x D, including all accessories (covers, Z Each 12,350 12,3
Clamp, Handles/Hook/Sealing of Inlets/outlet holes (FLC/EIC Plates Each 31,000 31,0
installation included) Construction of Handhole as
per PTCL approved specs in TR-192 ( 4
26 feet x 3 feet x 4 feet) L x W x D, including all accessories (covers, Z Clamp,
Handles/Hook/Sealing of Inlets/outlet holes - including FDH
Base (FLC/EIC Plates installation included)
Construction of Handhole as per PTCL approved specs in TR-192 (5
27 feet x 4 feet x 4 feet) L x W x D, including all accessories (covers, Z
Clamp, Handles/Hook/Sealing of Inlets/outlet holes - including FDH Each

Base (FLC/EIC Plates installation included)

28 ROW facilitiation Charges (Applicable where PTCL is paying DN &
vendor is supporting for processing of ROW DN on PTCL Behalf)
ROW Charges
ROW changes for Metropolitian Authorties i.e. CDA, PDA, KDA, LDA
etc
ROW Charges for Highways Authorities & Roads Authorites i.e. PHA

Meter 200 200

Meter 120 120
NHA, KPHA, C&W etc. Meter 300
29 ROW Charges for Cantonment & Askaries 1

ROW Charges for Town Munciplaties i.e. TMA & Union Councils Meter 70
ROW Charges from Private Societies Meter 70
ROW Charges from Railway Meter 250
Per 600.00 600.00
Crossing 0 0
PerPole 75 75
Per Pole 2.900 2.900

EA 4.280 4.280
 EA 6.200 6.200

EA 10.280 10.280

EA l5,lD 15.100
D
EA 18.680 18.680
ROW for Railway Crossing
30 ROW Charges for WAPDA Poles (NOC from WAPDA Required) Civil work for installation of Poles for Aerial Network
31

complete in all respect

12
Fibre
24

Installation of ODF along with Splicing / Termination of Fiber

32 Optical fiber Cable on ODF (Wall Mounted/Rack Mounted) 48
Including Tagging, Lacing and Laying of Patch Cords (OLT to Fibre
ODF) 72
Fibre 96
F“ e

Meter
Each 22,550 22,550
Each 24,000 24,000
Each 15,160 15,160

Each 12,350 12,350

Each 31,000 31,000

29,150

, 5
0

200
120
300

70
70
250
600.00
0
75
2.900

4.280
 6.200

10.280

15.100

18.680

twork

er
48
re
2

Meter
 EA 25.800 25.800

EA 32.000 32.000

EA 48.000 48.000
EA 52.000 52.000
EA 2,500 2,500

EA 4,300 4,300

Installation of FDH along with Splicing / Termination of Optical fiber Cable 144
on FDH, Installation of Splitters, Fiber
33 Tagging, Lacing, Installation of Plates (FLC/EIC), P2P Plan and laying of Patchcord (Patchcords 144
will be provided by PTCL) 288
Installation of Joint Enclousre (Box Type/Dorn Type) along S76
34 with Cable/Tube prepration in HH / NAP & Jointing Splicing with tagging on cabIes& JC Fiber
Installation of FAT on Building Roof Top/Walls/Plaza/Pole) 24
35 including splicing, Marking and accessories Fiber 48
Fiber
96
Fiber
144
Fiber 1x8
1x16

EA 7.800 7.800
EA 11.500 11.500

EA Z0,000 20.000

EA 1.800 1.800
EA 2,500 2,500
Tagging with complete EA 2.500 2.500
1x32

1x64 EA 3.000 3.000

Cont plete Documentation including P2P, Cable termination plan, As Job 16,000 16,000
36 Build having Lat/Long and other details, KMZ with all required details as per PTCL
required format. This includes submission of 5
copies of set in Hard format and soft copy also
37 Services for Home Connect/Home Ready for customer Migration
EA 2.200 2.200
38 Civil works for Building Attachement and Ducting for High Meter 325 325

Additional Items to be used when required

Horizontal Directional Drilling Bore (HDD)
 Rise/Buildings & Plaza
Bore for 2 inch Dia - 1 Way Duct Meter 882 882
Bore for 2 inch Dia - 2 Way Duct Meter 931 931
Bore for 4 inch Dia - 1 Way Duct Meter 882 882
39
40 Provisioning and Installation of LT Pole (30 Ft height)
Each 38.000
41 Provisioning & Installation of HT Pole (36 Ft Height) Each 46.000
42 Construction of Base for LT/HT Pole Each 5,800 5,800

43 Supply & Installation of FDH Case Each 14.450

44 Construction of Base for FDH (In case of space issue and Each 10.000
separate FDH base is required)
Additional ROW facilitiation Charges (Applicable where

45PTCL is paying DN & vendor is supporting for processing of Meter

50 50
ROW DN on PTCL Behalf) where applicable like. PHA (Parks
& Horticulture Authoritiy in Lahore)
Excavation of Trench in Rocky Soil along with complete re- instatement, Back filling, Debris Removal as per PTCL
Specifications and standards of TR-192

45Depth of 4 ft Meter 600 600

46Repair/Straightening of Existing Pole for Aerial Cable and Per Pole 2,500 2,500
FAT installation (Including repair of base etc)

Depth of 3 ft Meter 500

Depth of 2 ft Meter 350
Depth of 1 ft Meter 170
A
 144
Fiber
144
288
S76
Fiber
24
Fiber 48
Fiber
96
Fiber
144
Fiber 1x8
1x16

7.800
11.500

20.000

1.800
2,500 2,500

Job 16,000 16,000

2.200
325
 882
931
882

38.000
46.000

14.450
10.000

Meter
50 50

bris Removal as per PTCL

Meter 600 600

Per Pole 2,500 2,500

500
350
170
 Brick
Mason
RCC
47 Construction of Retaining Wall Stone Mason Cubic Meter

5.000
6.000

5.000
er

5.000
6.000

5.000