移动运营商服务协议模板英文MOBILE CARRIER AGREEMENTWord下载.docx

1、 of RIO GRANDE DO SUL, registered at the CNPJ/MF with the no. 02.449.992/0121-70., with its registered office at Av. Jos Bonifcio, 245, Farroupilha, Porto Alegre RS; of SO PAULO, registered at the CNPJ/MF with the no. 02.449.992/0056-38, with its Office at Av. Roque Petroni Jr., 1464, Morumbi, So Pa

2、ulo-SP; of DISTRITO FEDERAL, registered at the CNPJ/MF with the no. 02.449.992/0155-10, with its office at SCS Quadra 2, Bl. C, 226, 7th floor, Asa Sul, Brasilia-DF; of ACRE, registered at the CNPJ/MF with the no. 02.449.992/0096-25, with its office at Travessa Campo do Rio Branco, no. 450, Centro,

3、Rio Branco-AC; of GOIS, registered at the CNPJ/MF with the no. 02.449.992/0089-04, with its office at R. 136-C, Quadra F-44, 150, Setor Sul, Goinia-GO; of MATO GROSSO, registered at the CNPJ/MF with the no. 02.449.992/0072-58., with its registered office at Av. Getlio Vargas, 1300, Centro, Cuiab MT;

4、 of MATO GROSSO DO SUL, registered at the CNPJ/MF with the no. 02.449.992/0183-73, with its office at Av. Afonso Pena, 2386, 1st floor, Centro, Campo Grande-MS; of RONDNIA, registered at the CNPJ/MF with the no. 02.449.992/0105- 50, with its office at R. Getlio Vargas, 1941, Nossa Senhora das Graas,

5、 Porto Velho-RO; of PAR, registered at the CNPJ/MF with the no. 02.449.992/0111-07, with its office at Tr. Padre Eutiquio, 1226, Batista Campos, Belm-PA; in this act represented through its Article（s） of Association, hereinafter referred to as “VIVO”;And on the other, TOTAL SPIN BRASIL SERVIOS DE TE

6、LECOMUNICAES LTDA, registered at the CNPJ/MF under the no. 008.462.355/0001-04, with its office at Rua Boa Vista, 186 8th floor, Centro, So Paulo-SP, hereinafter referred to as the “COMPANY”. Their legal representatives, undersigned, have agreed to enter into this Agreement, in accordance with the f

7、ollowing clauses and conditions:WHEREAS:（i）VIVO is the provider of the Mobile Personal Service （MPS）, with its activity covering the States of RJ, ES, BA, SE, RS, SP, PR, SC, DF, AC, GO, MT, MS, TO, RO, PA, AM, AP, RR and MA;（ii）The Parties wish to offer their Clients, within the area of activity, S

8、olutions of integration to their or third parties instruments of access to computational systems, through mobile devices on available wireless technologies, besides any other voice or data communication services allowed to mobile phones;（iii）The COMPANY owns products and services with different tech

9、nical features and functionalities, classified as Services of Aggregated Value or Content, according to the definition given below in Clause 1 which, given its particularities, need to have specific rules and conditions for its implementation. For this reason, the hiring of each Service of Aggregate

10、d Value will be done through an individual instrument, to be named Specific Agreement, according to the definition foreseen in Clause 1 below. The Specific Agreement may also include an additional instrument that will include the terms and conditions for the provision of the Services of Aggregated V

11、alue, which will be specific and complementary to those found in the Specific Agreement. UMBRELLA AGREEMENT FOR PROVISION OF SERVICES OF AGGREGATED VALUE TOTAL SPIN BRASIL SERVIES, LTDA March 20th 2007 In witness thereof, the Parties sign this Umbrella Agreement for Provision of Services of Aggregat

12、ed Value, in accordance with the following clauses and conditions:1.DEFINITIONS 1.1.The definitions to be used in this Umbrella Agreement may be found below. The specific definitions for each system or service will be indicated in each Specific Agreement. 1.1.1Services of Aggregated Value or Content

13、 includes the products, services and/or contents that add new utilities to a telecommunications service that gives it support and with which is not bewildered, related to access, storage, presentation, motion or recovery of information, being these created by the COMPANY to be marketed, provided and

14、/or distributed by any VIVO operator to the users of the Services of Aggregated Value using transmission of data or voice;1.1.2Specific Agreement comprehends the document that will regulate the duties and rights demanded to and exercised by the Parties, to each new service to be added to this Umbrel

15、la Agreement, including, amongst others: （1）definition and technical features of the Services of Aggregated Value or Content to be supplied, its functionalities and a chronogram of implementation; （2）commercial model of payment; （3）responsibilities of the Parties and SLA, guaranteeing that the numbe

16、r of Services of Aggregated Value provided matches the number of Specific Agreements that have been signed. Each and every new Specific Agreement to be added to the Umbrella Agreement will integrate it, being inseparable from this instrument after being signed by the legal representatives of the Par

17、ties;（illegible signature）（VIVOstamp）stampandillegiblesignature）（Illegible signature）（VIVO stamp） 1.1.3.Clients Legal or natural person interested in acquiring and/or making use of the Services of Aggregated Value of VIVO and/or the COMPANY, governed by the present Agreement, its Specific Agreements

18、 and other applicable documents;1.1.3.1.It is not included, under the definition of Clients, the workers of VIVO, reminding that they will have unlimited access to the Services of Aggregated Value, without making any payment to the COMPANY;1.1.4.Sole Window billing documents delivery place, for its

19、tax analysis and transferring procedure. 2.OBJECT 2.1.The present Umbrella Agreement defines the basic and common rules for the development of the provision of the Services of Aggregated Value, by the COMPANY to VIVO, under the conditions and through the instruments specified in this Umbrella Agreem

20、ent and on each Specific Agreement. 2.2.Through this Umbrella Agreement and its Specific Agreements, the COMPANY grants and authorizes to VIVO the usage rights and commercial exploration of the agreed Services of Aggregated Value. 3.TERM 3.1 The Agreement will be valid from March20th 2007 until Marc

21、h19th 2008, being extended by the signing of the amendments by the Parties. 3.2 The Specific Agreements to be signed by the Parties will define their own terms. Nevertheless, these terms may never exceed the term of this Umbrella Agreement. 4.OBLIGATIONS AND RESPONSABILITIES OF THE COMPANY 4.1.Witho

22、ut prejudice of the specific obligations that may be found in the Specific Agreements, the obligations of the COMPANY are the following:4.1.1.To comply with the terms described in the present Umbrella Agreement and provide VIVO with the Services of Aggregated Value in the conditions agreed in the Sp

23、ecific Agreements, making use of a team of work fully capable to perform its activities, as well as to guarantee its quality;4.1.2.To be responsible for the services provided for the performance of this Umbrella Agreement and Specific Agreements, undertaking to repair, at its own expenses and within

24、 the agreed deadlines, all the defects, errors, defaults, omissions as well as any other irregularities observed during its performance, within the limits hereby established, as well as to compensate VIVO for all the damages and losses arising from it;4.1.3.To develop and update, at its own expenses

25、, the Services of Aggregated Value to be provided to the Client, keeping the contents constantly and regularly updated;4.1.4.To be fully liable, within the limits of its obligations, for penalties applied by the Ministry of Work and Social Security and/or other federal, state or municipal public age

26、ncies, for the purposes of this Agreement and/or its performance;4.1.5.To keep for 6（six） months, a complete file concerning the services provided by this Agreement and all the Services of Aggregated Value made available to the Clients, including, but not limited to, the date and/or content provided

27、 to the Clients and/or accessed by them, with due care, security and confidentiality, as well to provide reports when requested;4.1.6.To return, upon termination of this Agreement, all the documents received from VIVO and/or the ones containing information obtained during the performance of this ins

28、trument;4.1.7.To apply, during the performance of this Agreement, whatever is determined by Federal, State and Municipal laws, concerning traffic, insurance, labour duties and social security, accidents at work, safety and occupational health and all the remaining applicable legislation （providing also the equipments for indiv