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REVISION HISTORY

REV Description of Change Author Effective Date


1 Initial Review Legal Department

DOCUMENT SIGN-OFF
Name Role Signed

Stephen Lwalanda Power Manager (ATC Uganda)

Senior Manager Technical Support


Herman Havenga
(ATC Uganda)

Rajesh A Chengta Head of Operations (ATC Uganda)

Power Solutions Specialist (ATC


Nick Johl
EMEA)

Head of Power Solutions (ATC


Chris Jonck
EMEA)

Darren Crosse Chief Technical Officer (ATC EMEA)

DOCUMENT DISTRIBUTION
Name Role
Chris Jonck Head of Power Solutions (EMEA)
Aniruddha Dutta Reime (Uganda) Ltd
Rajeev Gupta Reime

REFERENCE DOCUMENTS
Document Number Document Title

Documents referenced in this Agreement are applicable to the extent specified herein.

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PURCHASE, INSTALLATION AND TECHNICAL PRODUCT EVALUATION AGREEMENT

BETWEEN

ATC UGANDA LIMITED

AND

REIME UGANDA LIMITED

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This Agreement (the “Agreement”) is made this ________ day of __________, 2016, by and be-
th
tween ATC Uganda Limited of Rwenzori Towers, 6 Floor, Plot 6 Nakasero Road, P. O Box 7275,
Kampala, Uganda ("ATC") and Reime Uganda Limited of 32 Kanjokya Street, Kamwokya, P. O. Box
37590, Kampala, Uganda ("Reime").

ATC and Reime are also hereinafter referred to individually as the “Party” and collectively the
“Parties”.

1. INTRODUCTION

1.1 ATC seeks to engage Reime to procure, install and perform functional and integration evaluation
of certain ACME Lithium Ion Batteries (“Lithium Battery/Batteries”), subject to the terms and con-
ditions herein contained.

1.2 The aim of this Agreement is for the Parties to test system performance, functionality and site
integration of the Lithium Batteries for implementation on certain telecommunication sites
owned and operated by ATC (“Sites”) as an alternative to generators at Sites with high grid availa-
bility, as further detailed below.

1.3 The purpose of the technical product evaluation is to evaluate the ease of installation, integration
and confirm maintenance requirements of the Lithium Batteries as well as to calculate the Total
Cost of Ownership (TCO) against ATC’s business case, that of removing generators as the primary
back up source.

2. TERM AND TERMINATION

2.1 This Agreement shall remain valid for a duration of twelve (12) months from the Effective Date
(the “Term”) and shall terminate on expiry of the Term unless extended by the Parties in writing
on such terms and conditions as agreed.

2.2 The “Effective Date” shall mean the day on which the Agreement is executed by the Parties here-
to.

2.3 Either Party may terminate this Agreement by giving written notice to the other Party if any of the
following events occur:

a) a Party is unable to pay its debts, or is insolvent, or is the subject of a bankruptcy order, or makes
any arrangement or composition with or assignment for the benefit of its creditors, or is in the
process of liquidation or debts reconstruction, or dissolution, or if a receiver or administrator is
appointed over either Party’s assets;

b) there is a fundamental breach of the Agreement, which the defaulting Party fails to remedy within
thirty (30) days after receipt of written notice to do so.

2.4 Either Party reserves the right to terminate this Agreement at any time prior to expiry of the Term
upon fourteen (14) days written notice to the other Party. In the event Reime terminates this
Agreement pursuant to this clause, Reime agrees to reimburse ATC all costs incurred up to the
date of termination.

2.5 For the avoidance of doubt, early termination of this Agreement by either Party shall not release
either Party from any outstanding obligations towards the other Party, which originated prior to
the date of early termination.
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3. SCOPE

3.1 The scope of this Agreement is as follows:

i) purchase of the Lithium Batteries, gateway and outdoor cabinets as per Appendix 2
(Product Specifications) ;
ii) installation and integration of the Lithium Batteries, gateway and outdoor cabinets at the
Sites;
iii) optimal configuration of all Site components to ensure maximum efficiency and perfor-
mance.
iv) validation that the Lithium Batteries conform to the technical specifications and opera-
tional requirements of ATC and do not lose any capacity or efficiency due to continued
cycling or Partial State of Charge operation during the Evaluation Period;
v) maintenance and training for the use of the Lithium batteries in the ATC configuration;
vi) attending to all Site failures and/or alarms related to the Lithium Batteries during the
Evaluation Period;

(ii-vi hereinafter referred to as the “Services”).

4. SALE AND DELIVERY OF THE LITHIUM BATTERIES

4.1 Reime shall supply 5 trays of the Lithium Batteries for the Katuuso Site and 10 trays for the Mu-
naku Site, including Cabinets (the cabinets within which the Lithium Batteries shall be installed),
the gateway and all associated ancillaries (“Equipment”).

4.2 The specifications for the Lithium Batteries are as set out in Appendix 2 (Product Specifications).

4.3 Reime shall be responsible for the cost of clearing the Equipment from the port of entry.

4.4 Reime shall, at its sole cost, arrange transportation of the Equipment from the port of entry within
the East African Community Single Customs Territory to ATC’s warehouse as well as to the Sites,
prior to the Installation Date.

5. INVOICING AND PAYMENT

5.1 ATC’s sole payment obligation under this Agreement is with respect to the Equipment, freight,
clearance charges and third party inspection fees in relation to the Equipment.

5.2 All other services provided hereunder, including the Services, shall be provided at Reime’s sole
cost.

5.3 Reime shall invoice ATC when the Equipment is delivered to the ATC Warehouse and payment
shall be subject to written acceptance of the Equipment by ATC Uganda upon delivery of the
Equipment to the ATC warehouse as well as visual confirmation that the delivered Equipment
matches the specificaitions (“Delivery Acceptance”) set out in Appendix 2 (Product Specifications).

5.4 In the event the results of the evaluation of the Lithium Batteries prove unsuccessful, Reime
agrees to reimburse ATC for all costs incurred by ATC under this Agreement, including but not lim-
ited to the cost of the Equipment. Reime’s liability under this clause shall be limited to all costs
paid or payable by ATC under the Agreement. In the event of any property/equipment damage
proved to be caused by the Lithium Batteries or the Lithium Batteries installation then the Parties
shall agree the applicable repair/replacement costs.

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6. TITLE AND RISK TO THE EQUIPMENT

6.1 Risk of loss of and damage to the Equipment shall at all times remain with Reime and shall only
pass to ATC upon completion of the Services and the successful results of the evaluation of the
Lithium Batteries in accordance with this Agreement.

6.2 Title shall pass to ATC upon full payment and the successful results of the evaluation of the Lithi-
um Batteries.

7. EQUIPMENT WARRANTY

7.1 Reime warrants that the Equipment will conform in all material respects to the specifications set
out in Appendix 2 (Product Specifications) to this Agreement (“Warranty”).

7.2 Reime warrants that the Equipment shall be new, unused, of satisfactory quality and fit for its
intended use and shall be free from all defects apparent or hidden, including, but not limited to,
defects in design, materials and workmanship and defects resulting in poor performance of the
Equipment.

7.3 Reime shall, at Reime’s cost, replace all Equipment that does not comply with the specifications
appended to this Agreement and shall provide full specialist advice and assistance to enable tests
of the Equipment to be carried out in conjunction with ATC.

7.4 Reime shall undertake corrective action within four (4) hours of Reime being made aware/notified
of a defect/fault. Should corrective action necessitate support of the Reime/ACME teams in India,
then Reime shall ensure that such defects/faults are resolved within twenty-four (24) hours of
Reime being made aware/notified of such defect/fault. Reime shall not be held liable for failing to
adhere to the foregoing SLA as a result of acts/omissions of third parties who are not within their
control and/or events of Force Majeure i.e. events outside the reasonable control of a Party.

7.5 Reime warrants that the Equipment will not cause damage or harm to or cause malfunctioning of
all or any equipment/property at the Site(s). This warranty shall include fire damage caused by the
Equipment to any property.

7.6 Reime shall comply with all applicable regulations or other legal requirements concerning the
manufacture, packaging, packing and delivery of the Equipment including, but not limited to, all
the applicable type approval, safety, environmental, import and export regulations of the Repub-
lic of Uganda.

7.7 Reime shall comply with all the standards, designs, specifications, time schedules and any other
document provided, or requirements set, by ATC, including ATC’s Health and Safety Policies.

7.8 Reime shall at all times comply with ATC’s warehouse access procedures and shall inform ATC in
writing should any other person other than its then known representatives be sent to collect from
or deliver Equipment to ATC’s warehouse.

7.9 The duration of the Warranty shall be for a period of twenty four (24) months from the Delivery
Acceptance date. The Warranty specifics are as set out in Appendix 4 (Warranty).

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7.10 The Warranty provision set forth in this clause shall apply equally to any replacement, repair or
substitute or remedial Equipment provided by Reime. All such Equipment must only be supplied
subject to ATC’s consent.

8. SERVICE OBJECTIVES

The specific objectives of this Agreement are to:

8.1 Enable ATC to validate the advertised or specified functionality and performance of the Lithium
Battery technology and to ensure that these conform to ATC’s business case requirements.

8.2 Demonstrate the full range of functional capability provided by the Lithium Batteries (i.e. 4000
cycles at 25 deg C with 80% usable capacity or 10 years, whichever is earlier [residual 70% capaci-
ty] and cycle efficiency of more than 95%), charge & discharge cycle curves, cyclic life curves and
verify compliance with ATC’s technical requirements.

8.3 Demonstrate the ease of installation and commissioning of the Lithium Batteries to verify that a
low cost, high speed roll out can be achieved. Reime shall in addition provide recommended
maintenance requirements to achieve full life expectancy of the Lithium Batteries.

8.4 Demonstrate the operational efficiency benefits that the Lithium Batteries can deliver through the
comprehensive range of remote monitoring capabilities via ATC’s site monitoring equipment
(Galooli) for the purposes of full system performance visibility as well as integration compliance
with the Reime supplied system.

8.5 Provide data against a pre-defined set of operational and performance KPI’s to support TCO calcu-
lations and system performance.

9. SITE INFORMATION

9.1 ATC shall identify the Sites for performance of this Agreement. The Sites currently identified are
Katuuso and Munaku.

9.2 ATC will endeavor to provide Sites with power loading of less than 4kW on Direct Current (“DC”).
The final power load at the Sites will be measured and duly documented upon installation and
commissioning of the Lithium Batteries.

9.3 The Site performance criteria will be agreed between the Parties based on the load applicable
pursuant to a full week of operations and in accordance with Appendix 3 (Acceptance Criteria).

10. POWER SYSTEM SPECIFICATION

The power system specifications applicable under this Agreement are set out in the table below:

Voltage 50.4 V nominal (42 ~56 V operating range)

Capacity Single Tray of 44 Ah, Scalable up to 704 Ah

Charging Current up to 0.5C (associated site equipment to support this)

Discharging Current up to 0.5C

Cycle Efficiency 95% minimum

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LED Indicator 4 levels for SOC or fault status

Balancing Auto balancing of Cell or Tray through BMS

Remote Monitoring Optional through GPRS modem & NOC

Ambient Temperature Charging: 0 to 50 Deg C

Discharging: -10 to 55 Deg C

Storage: -20 to 60 Deg C

Humidity 20 to 80 %

Size 19 inch rack mountable trays

Each Tray : W 482.6 x D 423 x H 96 mm

Weight 21 Kg per Tray

Protection Against Over/under - Voltage, Current, Temperature, short


circuit

Communication CAN bus as well as RS485

Life 4000 cycles at 25 deg C with 80% usable capacity or 10


Years, whichever earlier (residual 70% capacity)

System Enclosure IP54 grade

Installation Outdoor or rooftop

11. ENCLOSURE COOLING SPECIFICATIONS

LIb Enclosure Cooling


Specification for 5 & 10Tryas Solution.pdf

12. CHARGE/DISCHARGE SPECIFICATIONS

NonSG_Charge_Disc
harge_Per_Temp_ACME.PDF

13. SITE INTEGRATION

13.1 The technical evaluation of the Lithium Batteries will be performed over a period of three (3)
months (the “Evaluation Period”) with effect from the date of installation, commissioning and in-
tegration of the Lithium Batteries (the “Installation Date”) as recorded in the applicable ac-
ceptance documentation. The Evaluation Period shall only begin to run following ATC’s written
acceptance of the installation, integration and commissioning report.
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13.2 The proposed Site integration is as follows:

13.2.1 The Lithium Batteries and Cabinets will be positioned by Reime at the applicable Site in a prede-
termined location approved by ATC.

13.2.2 The DC feed (Supplied from ATC’s rectifier output) to the Lithium Batteries shall be terminated
directly on the Battery Circuit Breaker of the Rectifier Power System. It is recommended that the
cable cross sectional area be in accordance with the standard current carrying capacity of the ca-
bles, the load current and the maximum allowable volt drop which would be two percent (2%) for
2
such DC system. A 70mm cable pair should suffice for these connections unless otherwise in-
structed by ATC.

13.2.3 The Lithium Batteries monitoring interface shall be integrated to the existing Galooli full Site mon-
itoring system which is already installed in the rectifier cabinet. Such integration shall be coordi-
nated by ATC together with the Galooli supplier. Reime will support with respect to the Lithium
Battery protocol. The Parties shall ensure that the integration is complete.

13.2.4 Reime shall confirm with the ATC representative, full compliance and integration capability of the
Lithium Batteries and ATC Power system configuration prior to commencement of the Evaluation
Period.

13.2.5 Reime shall provide full support in sharing interface protocol for intergration between ATC’s DC
Power System and remote monitoring system and Reime’s Lithium Ion Battery system.

14. SYSTEM PERFORMANCE

14.1 With respect to the depth of discharge, the Lithium Batteries shall provide up to a minimum of
four (4) hours of power availability at the Site when such Lithium Batteries are discharged at 80%
Depth of discharge of the nominal capacity.

15. AGREEMENT SCHEDULE AND SUCCESS CRITERIA

15.1 The following will be the proposed schedule for the implementation, testing and monitoring (pro-
th
vided that should the validation start at a date not later than 10 August 2016, the applicable
hold point dates below shall be adjusted accordingly to align with the following schedule and
subsequent intervals between tasks):

- Agreement execution: _______ 2016


- Implement Lithium Batteries: _______ 2016
- Commissioning and acceptance: _______ 2016
- ATC and Reime Site visit: _______ 2016
- Evaluation starts: _______ 2016
- Average Base Load determination: _______ 2016
- Evaluation Period: 3 months from Installation Date
- Performance evaluation 1 of 2 : _______ 2016
- Site optimization (If required): _______ 2016
- Performance evaluation 2 of 2 : _______ 2016
- Site optimization (If required): _______ 2016
- Completion of the Services: _______ 2016
- Performance review: _______ 2016
- Results: _______ 2016

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16. TRAINING

16.1 Reime shall provide to ATC, at no charge, (i) such assistance and advice as may be reasonably re-
quested by ATC necessary to assist in the use of the Lithium Batteries; and (ii) such training as
Reime normally provides to its users of the Equipment.

16.2 It is hereby agreed that during the evaluation and/or upon successful completion of the Services,
any training to be provided by Reime shall include training of relevant sub-contractors responsible
for maintenance of the sites at which the Lithium Batteries are to be installed.

17. RESPONSIBILITIES OF THE PARTIES

17.1 RESPONSIBILITIES OF REIME

17.1.1 Pre-survey of the Sites at no cost to ATC.

17.1.2 Reime to secure SIM cards required for their own NMS at no cost to ATC.

17.1.3 Reime to confirm all parameters configured on the Site rectifer controller are accepted and ap-
proved.

17.1.4 Supply of fully compliant Lithium Battery solutions for the Sites, pursuant to this Agreement.

17.1.5 Bear the cost of in-country transportation of the Equipment to the Sites including payment of tax-
es and duties, insurance, brokerage fees and other incidental expenses.

17.1.6 Provide all peripheral cabling (alarm/signal cables) from ATC’s existing DC power system at the
Sites to the Lithium Battery Cabinet with all required interconnecting cabling and wiring

17.1.7 Mounting and installation of the Equipment at the Sites and DC power cables from ATC’s existing
power system to the Lithium Battery Cabinet and all interconnecting cabling and wiring required.

17.1.8 Provide qualified personnel in Uganda to advise on the set up (full logging functionality and pa-
rameter setup) and commissioning of the Equipment.

17.1.9 Provide project management support for orderly execution.

17.1.10 Ensure that no equipment, system or property of ATC, or that of ATC’s tenants at the Sites is
damaged or adversely affected as a result of Reime performing this Agreement.

17.1.11 Reime shall work with ACME Cleantech Solutions Pvt. Ltd (the Lithium Batteries solution provider)
to ensure that ACME provide a resource for a minimum period of two (2) weeks for purposes of
achieving seamless commissioning and integration of the Lithium Batteries and relevant accesso-
ries.

17.1.12 In-country support during the Term of this Agreement for operation, maintenance and validation.

17.1.13 Provision of project and product documentation.

17.1.14 Provide technical personnel to collect field data, operate, perform data logging and monitor the
systems provided hereunder during the Term.

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17.1.15 Reime must notify the ATC project manager and the ATC NOC (via the following email addresses
Stephen.lwalanda@AmericanTower.com and ATC-Uganda-NOC@americantower.com or any oth-
er email address/es notified in writing to Reime by ATC from time to time) prior to any Site visit or
configuration change being implemented either on Site or remotely. Reime’s failure to notify ATC
as required shall constitute a breach of ATC’s site access procedure.

17.1.16 Optimizing Site solutions together with the designated ATC representatives upon ATC’s approval.

17.1.17 Provide ATC with detailed logs for review on a weekly basis.

17.1.18 Secure all licenses, permits, permissions, approvals required to perform the services hereunder.

17.1.19 Comply with all applicable laws and regulations in performing the services.

17.1.20 Install its own NMS at its sole cost and be responsible for removal of the installed NMS upon ter-
mination/expiration of this Agreement.

17.2 RESPONSIBILITIES OF ATC

17.2.1 Provision of Site facilities such as access, sufficient space and the necessary security features at a
Site.

17.2.2 Assist in providing all supporting documentation for Reime to obtain the required permits where
required for the installation of equipment.

17.2.3 Set up all necessary equipment to conduct the agreed upon acceptance test plan as more specifi-
cally set out in Appendix 3 (Acceptance Criteria).

17.2.4 Provide technical personnel to collect field data where applicable, operate, log and monitor the
Lithium Batteries performance during the Term.

17.2.5 Benchmarking Site average loading prior to installation.

17.2.6 ATC to assist with provision of an on-Site facilities engineer or technician during the installation
and setting up of the Equipment for purposes of supervision as Reime may require ATC’s assis-
tance in identifying the existing grounding loop where the equipment grounding should be con-
nected. For purposes of clarity, ATC shall not be responsible for any equipment damage that may
occur due to insufficient grounding systems.

17.2.7 Optimizing Site solutions together with the applicable Reime representative upon consultation
with and prior written agreement of the ATC project manager.

18. RESPONSIBILITY MATRIX

18.1 The following matrix summarizes and defines the Parties’ responsibilities under this Agreement:

Table 1: Responsibility Matrix


Description Reime ATC
Define success criteria X X
Agreement execution X X
Implementation X
Commissioning X
Basic Training Power System X

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Acceptance testing X X
Lithium Ion Batteries & related accessories Maintenance X
DC Power System Maintenance X
Site Refueling X
Site Visits X X
Performance Evaluation X X
Site Optimization X X
Service Completion Review X X
Submission of final Total Cost of Ownership over prod-
X
uct life time

19. CONFIDENTIALITY

Each Party hereby undertakes to maintain the confidentiality of this Agreement, the documenta-
tion, test results and other information (hereunder “Confidential Information”) received from the
other pursuant to this Agreement and to use such Confidential Information only for the purpose
of fulfilling its obligations hereunder. Confidential Information shall not be disclosed by the receiv-
ing Party to any third party.

20. INTELLECTUAL PROPERTY

Reime warrants that it has all the necessary intellectual property rights to the Equipment and to
provide the services as contemplated herein. Reime shall reimburse and fully indemnify ATC and
hold ATC harmless against any damages, costs (including legal fees) suffered/incurred by ATC with
respect to any claim, suit, proceeding etc. for infringement of patents, copyrights, registered de-
signs or any other intellectual property rights of a third party as a result of this Agreement.

21. INDEMNITY AND LIMITATION OF LIABILITY

21.1 Reime hereby indemnifies and holds ATC, its affiliates and their respective directors, officers, em-
ployees, agents and assigns harmless from and against any liability, loss, claim, damages, judge-
ments, liens and expenses of every nature and kind, including without limitation, claims for
personal injury, death, damage to property, attorney’s fees, expert witness’ fees and court costs,
arising out of, related to or resulting from the Equipment and/or an act or omission by Reime, its
employees, agents and subcontractors under this Agreement.

21.2 Except as expressly provided for in this clause and/or elsewhere in this Agreement, in no event
shall the Parties be liable for any third party losses, indirect, incidental, consequential, special, ex-
emplary or punitive loss or damages (including but not limited to any loss of revenue, loss of busi-
ness profits or savings or any other economic loss) whether or not the Parties had been advised of
the possibility of such losses.
rd
21.3 The exclusions and limitations on liability under this Agreement shall not apply to fraud, death, 3
party IP infringement and any liability that cannot be excluded or limited under Applicable Law.

22. PUBLICITY/RELEASES

22.1 Reime shall consult with and obtain the prior written approval of ATC prior to issuing any press
release or publicity of any kind, or responding to inquiries from any third party in connection with
the Agreement or the use of ATC’s name.

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22.2 Reime shall impose the same obligation as specified in clause 23.1 above on its employees and
subcontractors.

23. LIENS

Reime undertakes not to create or do any act, deed or thing which would result in the creation of
a lien or charge on ATC’s property and equipment or that of ATC’s customers. Reime shall defend,
indemnify and hold ATC harmless from and against any claim for the discharge of any lien claimed
against ATC’s property and equipment, if created or caused by an act or omission of Reime.

24. RELATIONSHIP

Each Party understands that such Party is an independently owned business entity and this
Agreement does not make such Party, such Party’s employees, associates or agents, employees,
agents or legal representatives of the other Party for any purpose whatsoever. No Party has ex-
press or implied rights or authority to assume or to undertake any obligation in respect of or on
behalf of or in the name of the other Party or to bind the other Party in any manner.

25. ANTI-BRIBERY & ANTI-CORRUPTION

25.1 Reime undertakes that it shall in relation to the performance of the Agreement, not offer to give
any person or entity any gift or consideration of any kind as an inducement or reward for doing or
not doing or having done any act in relation to the obtaining or execution of this or any other con-
tract with ATC or for showing or not showing favour or disfavour to any person relating to this
Agreement or any other contract between the Parties.

25.2 Reime agrees not to:

25.2.1 engage in any actions that constitute bribery and/or corruption of public officials as described in
the Penal Code Act (Cap. 120), Anti-Corruption Act, 2009, the Constitution of the Republic of
Uganda, 1995, or any other relevant legislation for the time being in force in Uganda;

25.2.2 offer or agree to give to any public official any gift or consideration of any kind in violation of
Ugandan law as an inducement or reward for doing or forbearing to do or for having done or for-
borne to do any act in relation to the obligations under this Agreement or for showing or forbear-
ing to show favour or disfavour to any person in relation to the obligations pursuant to this
Agreement;

25.2.3 engage in any actions that are, or could be seen to be, bribery of foreign public officials as de-
scribed in the OECD Convention on Combating Bribery of Foreign Public Officials in International
Business Transactions, the Foreign Corrupt Practices Act of the United States of America (“FCPA”)
or other similar laws which are or may become applicable during the term of the Agreement;

25.2.4 pay, offer or promise, nor shall authorize the payment, directly or indirectly, of any monies or
anything of value to any person or any government official, for the purpose of illegally or improp-
erly inducing or influencing that person to take any action or omit to take any action in connection
with the performance of the services or any transaction or arrangement in connection with or as a
result of the Agreement, and shall not illegally or improperly influence another to take or omit to
take such action, to induce a breach of duty by that person, or to obtain any improper advantage;

25.2.5 make, offer, or promise to make any payment or transfer of value to any person or entity if Reime
believes, after due inquiry, that there is a reasonable probability that the payment or value trans-
ferred, or any portion of the payment or value transferred, may be illegally or improperly passed
on to a government official who is in a position to make or influence decisions relevant to such
Party’s business operations in Uganda or to confer any improper advantage to such Party;
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25.3 Reime agrees to comply with all applicable laws and regulations of the Republic of Uganda prohib-
iting bribery and corruption.

25.4 Reime agrees to comply with the provisions of ATC’s FCPA Policy and the provisions contained in
ATC’s Code of Conduct vendor training.

25.5 Reime agrees to promptly notify ATC in writing should any officer, director, shareholder, employ-
ee or agent of such Party become a government official of Uganda or if any government official of
Uganda acquires a financial interest in such Party during the term of the Agreement.

25.6 Reime warrants and represents that, as at the date of this Agreement and throughout the term of
the Agreement, (i) it is not a Sanctioned Person; (ii) it is not owned or controlled by a Sanctioned
Person; and (iii) none of its officers or directors are Sanctioned Persons.

“Sanctioned Person” means any person, undertaking, organization or vessel designated on the list
of Specially Designated Nationals and Blocked Persons maintained by the Office of Foreign Assets
Control of the US Department of the Treasury or any other list of targeted persons, entities,
groups or bodies issued by or on behalf of the United States of America.

25.7 Reime agrees to indemnify and hold ATC and its respective directors, officers, employees, agents,
affiliates, and subsidiaries harmless against any and all damages, liabilities, losses and expenses,
including any criminal fines imposed by any court of competent jurisdiction or relevant govern-
ment authority, which ATC and its respective directors, officers, employees, agents, affiliates, and
subsidiaries may incur as a result of Reime’s breach of this clause.

25.8 Any breach of the terms of this clause by Reime or by its employees, agents or anyone acting on
its instructions or its apparent behalf or authority (whether with or without the knowledge of
ATC) shall entitle ATC to immediately terminate this Agreement without any penalty or liability to
Reime. The foregoing is without prejudice to ATC’s right to recover damages suffered from Reime.
Should Reime fail to timely attend any FCPA, OFAC or Code of Conduct training required by ATC
(as determined by ATC), ATC shall have the right to immediately terminate this Agreement with-
out penalty or liability.

26. WAIVER

Failure or delay on the part of ATC or Reime to exercise any right, power or privilege hereunder or
the granting of any indulgence shall not operate as a waiver thereof unless reduced to writing.

27. PRIOR NEGOTIATIONS

This Agreement constitutes the entire agreement of the Parties hereto with respect to the subject
matter hereof and shall supersede all prior offers, negotiations and agreements.

28. AMENDMENT

No revision of this Agreement shall be valid unless made in writing and signed by duly authorized
officers or representatives of the Parties.

29. GOVERNING LAW

This Agreement shall be construed and governed in accordance with the laws of the Republic of
Uganda.

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30. SEVERABILITY

If any provision of this Agreement is found to be invalid or unenforceable, the invalidity or un-
enforceability of such provision shall not affect the other provisions of the Agreement and all pro-
visions not affected by such invalidity or unenforceability shall remain in full force and effect. The
Parties shall by mutual agreement attempt to substitute for any invalid or unenforceable provi-
sion, a valid or enforceable provision that achieves to the greatest extent possible the economic,
legal and commercial objectives of the invalid or unenforceable provision.

31. ARBITRATION

Any dispute arising out of, or in connection with, this Agreement, including the breach, termina-
tion or invalidity therefore (a "Dispute"), shall be amicably settled by the Parties, each acting in
good faith. If such amicable settlement is not possible within thirty (30) days of written notice of
the Dispute by a Party to the other Party, such Dispute shall be finally settled under the Rules of
Arbitration of the International Chamber of Commerce (the “Rules”) by three arbitrators appoint-
ed in accordance with the said Rules. The place of arbitration shall be Kampala, Uganda. The lan-
guage of the arbitration shall be English. Nothing in this clause shall prevent a Party from seeking
enforcement of an arbitration award issued in accordance with this clause in any court of compe-
tent jurisdiction. Notwithstanding anything in this clause to the contrary, either Party may seek in-
terim or interdictory relief.

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APPENDIX 1: EQUIPMENT PRICE

S. No. Item Description UOM Site - A Site - B Remarks


Qty Price Qty Price
1 LIB Battery Trays Nos. 5 $ 6,648 10 $ 13,296
3 Rectifier Module 50A Nos. 1 $ - 4 $ - Will Arrange by ATC at site
4 Gateway Nos. 1 $ 471 1 $ 471
5 Main Enclosure Assy.(Outdoor Type Cabinet Set 1 $ 1,651 1 $ 2,752
with space provion for Battery Trays,
SMP,Gateway,Battery Tray
Connectors,Smoke Detector,Fans,Bus Bars,
Filters,Controller, internal wiring etc.
6 Cables & Acessories Set 1 $ 600 1 $ 800
Total ExWorks Price (USD) $ 9,371 $ 17,320
7 Third Party inspection Charges (@ USD250 or Set 1 $ 125 $ 125 Subject to single shipment,
0.5% of FOB Price whichever is higher) otherwise USD250 per
shipment
8 Freight Upto Kampalla (by Air) USD/Site $ 4,500 $ 5,000
9 Installation & Commisioning Nos. $ - $ - Include Local
Transportation of Material
from Airport to Sites, Civil
& Electrical work at Site,
Fensing of our supplied
equipment, Boarding &
Lodging cost of Engg from
India to Uganda
Total Price (USD) $ 14,841 $ 23,226

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APPENDIX 2: PRODUCT SPECIFICATIONS

Appendix 2_Product
Specifications.pdf

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APPENDIX 3: ACCEPTANCE CRITERIA

1. Cycle the battery during the Validation Period continuously down to 80% depth of discharge and
measure the capacity at commencement and upon completion of the validation.
2. Confirm actual charging time (hours): 11 hours at 0.1 charging rate, 4.5 hours at 0.25 charging
rate, 2.5 hours at 0.5 charging rate.
3. Reime to provide actual charge Vs discharge charts/curves
4. Depth of discharge: the Lithium Batteries shall provide up to a minimum of four (4) hours of pow-
er availability at the Site when such Lithium Batteries are between 80% to 0% of their nominal ca-
pacity at 2kW load (on one Site) and 4 kW load (on the second Site).
5. Reime shall be responsible for maintaining the Lithium Battery uptime.
6. Reime shall install the Lithium Batteries within two (2) days from the date of delivery of the
Equipment to ATC’s warehouse under the supervision of ATC’s project manager.
7. Subject to clause 7.4 of this Agreement, any faults reported by ATC to Reime shall be resolved by
Reime within four (4) hours from the time such fault is reported (as sites are in Kampala, in the
urban area).
8. The Lithium Batteries’ initial capacity at the start of the validation and capacity available upon
completion of the validation shall be as per charge-discharge cycles undergone by such Lithium
Batteries and in any case as per the specifications submitted and agreed to by the Parties.
9. Cyclic efficiency shall be more than 95%.
10. Any battery failure will result in immediate failure of the product evaluation and shall trigger the
Warranty provisions set out in this Agreement.
11. Set up all necessary equipment to conduct the agreed upon acceptance test plan.

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APPENDIX 4: WARRANTY

 Two years from the Delivery Acceptance date. This is subject to Charge Discharge cycles in ac-
cordance with proper usage conditions. (Refer to Charge Discharge Specifications at clause 12 of
the Agreement).
 Any damage due to ATC’s mishandling of the Equipment or environmental hazards and any dam-
age to consumables are not covered during the warranty period.

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IN WITNESS WHEREOF, the Parties hereto have caused their authorized representatives to execute this
Agreement as of the date written below.

Reime Uganda Limited ATC Uganda Limited

By: ____________________________ By: __________________________

Signature:_______________________ Signature:_____________________

Title: __________________________ Title: _________________________

Date: __________________________ Date: _________________________

In the presence of: In the presence of:

Name: ____________________________ Name: __________________________

Signature:_______________________ Signature:_____________________

Title: __________________________ Title: _________________________

Date: __________________________ Date: _________________________

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