REQUEST FOR PROPOSAL

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1 REQUEST FOR PROPOSAL Atlantic Cable System (ACSea) PROCESS N o South Comercial Sector, Block A, Tower B - building City Park Corporate Brasilia - DF, Brazil ZipCode Contact: Fax:

2 INSTRUCTIONS TO TENDERERS TABLE OF CONTENTS Table of Contents INTRODUCTION OBJECT RETURN DATE FOR PROPOSAL PROPOSAL VALIDITY PROPOSAL SUBMISSION PROPOSAL FORMAT PROPOSAL'S CONTENT PRICE, BILLING AND PAYMENT PARTICIPATION DOCUMENTATION FOR QUALIFICATION JURIDICAL QUALIFICATION TECHNICAL QUALIFICATION FINANCIAL QUALIFICATION AUDIT REGULARITY CONSORTIUM STATEMENT OF CAPACITY BRAZILIAN CONTENT COMUNICATION BETWEEN PROPONENT AND TELEBRAS ORCONSORTIUM14 19 PUBLICATION OF THE PROPOSAL EVALUATION RESULTS CONTRACT ADJUDICATION CONFIDENTIALITY AND PUBLICITY South Comercial Sector, Block A, Tower B - building City Park Corporate Brasilia - DF, Brazil ZipCode Contact: Fax:

3 1 INTRODUCTION 1.1 The company Comunicações Brasileiras SA (Telebras) locatedin the Commercial Sector South, Block 09, TowerB, Room 401B - City Park Corporate Building, phone (61) / (61) / (61) , Zipcode , Brasilia-DF, publishes this Request of Proposal - RFP, with the purpose of collecting budgets of companies specialized in the supply of services and goods for installation of a System of Submarine Cables and Branches, hereinafter ACSea (Atlantic Cable System) as quantitative, functional and technical specifications contained throughout this document; 1.2 The future acquisition will occur autonomously by Telebras or through Consortium, considering the interest of other partners, national and international in providing this solution. 2 OBJECT 2.1 The Atlantic Cable System of Telebras (ACSea, Atlantic Cable System) will consist of five (5) sub main cable (hereinafter defined by ACSea-US, ACSea-EUR and ACSea-AFR, ACSea- ExN e ACSea-MSul) and five (05) branching units (hereinafter defined by BU-PPL, BU-FNO, BU-ICN, BU-CIE. BU-CBV and BU-RJO); Table 2-1 shows the subsystems, as well as other useful information: Table 2-1: ACSea Cables and Subsystems Designation Cable Origin Destiny BU 1 BU 2 Number of Fiber Pairs Construction Sequence ACSea-US Brazil- USA Boca Raton - Florida - USA Fortaleza - Ceará - Brazil Puerto Plaia - Dominican Republic Caienne - French Guiana 4 or 6 1 ACSea-EUR Brazil - Portugal Seixal - Portugal Fortaleza - Ceará - Brazil El Goro - Canary Islands 2 or 4 4 ACSea-AFR Brazil - Angola Sangano - Luanda - Angola Fortaleza - Ceará - Brazil Fernando de Noronha - Brazil` 2 or ACSea-EXN ExpressoNacional Santos - São Paulo - Brazil Fortaleza - Ceará - Brazil Rio de Janeiro - Brazil 4 or ACSea - Msul Mercosul Maldonado - Uruguay/Las Toninas Santos- Sao Paulo - Brazil 2 or Each subsystem object will supply fiber pairs according to Table 2-1, where the design capacity of the system of submarine sections, except for the update of the Wet Plant, must have 100 (one hundred) wavelengths of 100 Gbps per fiber pair. The detail is given in this document;` 2.2 Provision of two Integrated centers of Management ACSea, hereafter designated to ACSea- South Comercial Sector, Block A, Tower B - building City Park Corporate Brasilia - DF, Brazil ZipCode Contact: Fax:

4 NOC, one to be installed in Brazil (Fortaleza) and one in the USA (Boca-Raton, Florida); Will be physical spaces dedicated to the development of multifunctional work programs, by skilled operators, using management systems (NMS) consists of computer applications, databases, servers, gateways and other elements that enable the integrated management of operational and maintenance activities of the ACSea platform. The two ACSea will operate with redundancy and parallelism and constitute the first level of operation and maintenance of ACSea; 2.3 The entire infrastructure, where applicable, unless otherwise specified in this document, shall be provided by the Contractor, such as but not limited to: equipment, switches and edge routers, accessories, servers, workstations, structured cabling, printers and furniture, land, building shelters, containers, cables shelf, grounding grid, lightning rod; supply system power AC and DC (commercial and uninterrupted-ups), security systems, such as access control, video surveillance system, test and measurement instruments, with adequate precision and accuracy to the activities; quantitative spare parts in the appropriate SLA set forth herein. Optionally will be provided SDH interconnection equipment, according to the specifications of this instrument, prices quoted in a separate worksheet; 2.4 Provision of specialized services, such as but not limited to: installation of submarine cables, branches, equipment, ACSea-NOC, Corrective and Preventive Maintenance of ACSea and ACSea-NOC, Operational Training; Supply the Knowledge Database, with mechanisms of Troubleshooting in 1st Level; Technology Transfer; Warranty of Factory Operation, Technical Assistance, Customer Help Desk; Assisted Operation for at least six (6) months; Generation Technical and Design; generation of a Management Plan, Quality and Safety; Contractor Planning Activities for the integration of ACSea with their local network facilities in countries where the cables and branches begin and end; Planning of the Contractor and Testing interoperability of ACSea with local network installations (including backhaul for the international gateway of the Contractor; Preparation of contingency Plans and Management of the submarine cables; Reporting Technical journals. 3 RETURN DATE FOR PROPOSAL 3.1 The response to this RFP must meet the following items being prepared and submitted in accordance with the requirements of this instruction: 3.2 In the manner described by paragraph 4.1 below - must be answered and sent to Telebras, within 90 (ninety) days from the publication of this SP. This date will be considered the "Return Date for Proposal "; 3.3 No proposal will be reviewed or accessed before the date specified in item 3.2; 3.4 Each proposal received will be considered complete and its contents will only be changed if requested by Telebras, to clarify questions or during negotiations; 3.5 Any proposal received after the Return Date for Proposal will be disregarded. 4 PROPOSAL VALIDITY 4.1 A proposal submitted by a Tenderer will constitute a binding and irrevocable offer of the tenderer, and will remain open for acceptance from Telebras for a period of three (3) months from the Return Date for Proposal. 5 PROPOSAL SUBMISSION 5.1 An electronic copy of the proposal must be delivered to Telebras, as responsibility of the South Comercial Sector, Block A, Tower B - building City Park Corporate Brasilia - DF, Brazil ZipCode Contact: Fax:

5 following persons listed below: Ruy Carneiro José Angelo Amado 5.2 A paper copy must also be forwarded to each person identified in item 5.1, at the Telebras address; 5.3 The costs of preparing the Proposal are full responsibility of the Tenderer. The Telebras or consortium shall not be responsible for any costs or expenses incurred by the Proponent in relation to the preparation and presentation of quotations or any material presented on this RFP. 6 PROPOSAL FORMAT 6.1 The Proposal (sent to the recipients described above in item 4) must be submitted: In Brazilian Portuguese language and English language ; In CD / DVD (s) in a format readable by OpenOffice or MSOffice. This copy will be managed. If there are discrepancies between the hardcopy and the managed copy, shall prevail as follows: the smallest time of delivery, the best techniques and the lowest offer prices. The proposal containing attached catalogs, containing more than one option, the Tenderer should specify which options will be provided, otherwise, the Contractor understand that the offers relate to the best options described in terms of quality and capacity; The Proposal must also be accessible from an FTP server with the necessary information (for example, address, username and password) sent before the Return Date for Response by to each person listed in item 5. 7 PROPOSAL'S CONTENT 7.1 The Proposal must include the following items: A response point-to-point, in accordance with Annex IV, indicating compliance with each item: Instructions to Tenderers, Terms and Conditions of Contract and Technical Specifications; The Schedule of permissions request, Environmental Impact Reports, Production, Supply, Installation and Acceptance Tests. The Proposal should consider that the Proponentwill be responsible for the entire deployment process, fromthe permissions request in all countries, terminal construction, and all items necessary for the correct operation of submarine cables and their respective transmission systems The Physical/Financial Schedule, according to the Technical Specification; A list of all significant Subcontractors that the Tenderer intends to use, in case of a winner tenderer offer; A list of the origin (country and manufacturing company) of all equipment, materials and significant software offered by the Tenderer; South Comercial Sector, Block A, Tower B - building City Park Corporate Brasilia - DF, Brazil ZipCode Contact: Fax:

6 7.1.6 A Plan of Work in accordance with clause 7.2; A system description, providing the necessary information for determining ifthe solution offered can cover the requirements contained in this RFP; Detailed descriptions of all services and products to be used in the delivery of the system in the form of work packages, as recommended by the PMO; A demonstration of the ability to deliver this system (see item below): The Answer Point-to-point must indicate agreement or disagreement. The answer "Yes" state the full agreement with the item, the answer "No" to indicate disagreement with the item (in case of technical specifications), where: "Yes" - will mean that the Proponent agrees fully with the writing that is responding; "More explanations" - means that the Proponent agrees mostly with the original writing, except that suggest other writing "No" - means that the Proponent rejects this request for Proposal writing. Where the Proponent indicates non-compliance of the specification in relation to his offer, explain his reasons and provide any details of any counterproposals, in "Observations" column, attaching documents, if required; Blank answers will be considered as negative It is entirely up to the Purchaserwhether or not accept the observations and considerations stemming from Proponents; 7.2 The PlanofWorkShall: Establish the date of award of the Contract, for September 1st, 2012 and conclusion of the project linked to the issuance of the Final Term of Acceptance (without reservations) of the System. Establish the date of Final Acceptance, after the occurrence of a period of Assisted Operation of 6 (six) months, followed by a period of Warranty and Technical Support of the System. The minimum guarantee of factory for functioning of the goods supplied shall be 2 (two) years for equipment, network elements, cables, software and ramifications. Technical assistance will be 01 (one) year and may be extended for equal periods, up to 5 years. 7.3 Be in the form of a "Gantt Table" that lists the activities, their start dates, their end dates, and durations; 7.4 Include the following activities / milestones: The Project Review; Permissions, authorizations and licenses Wet Plant Manufacturing; Dry Plant Manufacturing; Desktop Survey Activities (DTS) and Route Analysis; South Comercial Sector, Block A, Tower B - building City Park Corporate Brasilia - DF, Brazil ZipCode Contact: Fax:

7 7.4.6 Marine Operation Installation; Dry Plant Installation; Construction of the terminal stations Commissioning and Acceptance of Segment; Commissioning and Acceptance of the System Provide Training, Technical Documentation and the Project as built; 7.5 The Proposal must be submitted along with a cover letter with the following details: The total Contract Price of the System; An indication of the signatory's qualification and address information. 8 PRICE, BILLING AND PAYMENT 8.1 The proposal shall contain a Global Price spreadsheet, with a final price in U.S. Dollars (U.S. $) and Real (BRL) (Total Contract Price) to the scope of work offered and a Unit Price spreadsheet detailing the goods and services separately; 8.2 For goods and services produced outside the country, Price spreadsheets in Dollars CIF must contain at least the following: serial number that designates the item proposal (Item); brief description of the services/goods (description); supply unit (SU); Quantitative (QTY); Unit Price; Other Costs; Subtotal; Total; Issuance Date; Validity of the Proposal; and Field with name and signature of the Head; 8.3 For goods and services produced within the country, the Prices spreadsheets in Real CIF must contain at least the following: serial number that designates the item proposal (Item); brief description of the goods / services (description); supply unit (SU); Quantitative (QTY); unit Price; Import Tax-II; Industrialized Products Tax (IPI); Tax on the Circulation of Goods and Services ICMS; Other Costs; Subtotal and Total;Issuance Date, Proposal Validity; and Signature of Responsible; 8.4 Regardless of the country where the cables are installed, the prices relating to the imported part will be specified in U.S. Dolar, CIF mode (freight and insurance paid by the Contractor); 8.5 Prices shall be filled, both for the part in Dolar as to the part in Real. In prices, where applicable, should be included all taxes, foreign exchange, customs clearance fees, profits, storage, insurance, transportation, everything else that composes the final full offered prices; 8.6 Customs clearance will be on behalf of the Contractor, who shall appoint agents for such an act; 8.7 Should be specified in the proposal, the rate of exchange on the date of Delivery of the Proposal; 8.8 The insurance of the goods shall be full responsibility of the Contractor, and last until the date of final receipt of each component of solution; 8.9 The Final Statement of Acceptance of a cable will be issued only after the two terminations are complete, operational and integrated with the backbones on each side; 8.10 The Final Statement of Acceptance of a branch will be issued after submission of the data bandwidth required by the city object of care; South Comercial Sector, Block A, Tower B - building City Park Corporate Brasilia - DF, Brazil ZipCode Contact: Fax:

8 8.11 The Final Statement of Acceptance of the Network Management Centers will be issued after the successfully assisted period of operation; 8.12 The Final Statement of Acceptance of the training will be issued after the transfer of technology of the system be delivered to the Contractor; 8.13 The Final Statement of Acceptance of spare parts will occur after the factory warranty period of operation termination, of the system delivered. If the Contractor elects to use the spare parts, the object of delivery, shall sign the statement of responsibility, and must return them in perfect physical and functional condition, to the Contractor within 30 days before the completion of warranty; 8.14 The parcels of payment shall be billed according to the Physical/Financial Schedule, located in the Technical Specification By providing documentation of the Contractor, the parties agree on the financial balance of the Contract, in accordance with the methodology and with the use of the official economic indicators, commonly used in Brazil. 9 PARTICIPATION 9.1 National or international legally constituted persons are allowed to participate in this CP. It is allowed the participation of companies in the form of consortium. The foreign company which submits a proposal in its own name or if appointed Consortiums leader should have legal representation in Brazil, with express powers to receive service and respond administratively or judicially; 9.2 Companies under bankruptcy, concordat, contract creditors, dissolution, liquidation, declared inapt by the Public Administration, Companies that are under suspension of the right to bid with Telebras, or companies from countries with which Brazil has political or commerce restrictions are not allowed to participate on this competition business; 9.3 The Proponent selected in the contract will figure the only CONTRACTED and its proposal shall cover the entire PURPOSE of this tender, offers that cover only part of the purpose will be rejected; 9.4 The Proponent will be responsible for the entire attending of this Tend, ensuring the integrated operation of the various component parts of ACsea, necessary for the contract proposal conclusion, as may be agreed between it and the Contractor not being accepted excuses, delays or any other problems caused by subcontractors; 9.5 It's up to the Contractor, the full and overall responsibility for the fulfillment of supplies and subcontracted services; 9.6 Participation in this Tender implies full and irrevocable acceptance of the terms and conditions of this Notice. 10 DOCUMENTATION FOR QUALIFICATION 10.1 The required qualification documents must be presented in a unique ad non handwritten way, numbered sequentially and continuously in all its volumes, It shall be submitted in original, official certified copy, or publication in the official press agency or single copies, provided they are accompanied by the original conference for the Contractor's Bid Committee Foreign Documentation submitted for qualification shall be authenticated by the Brazilian diplomatic representation in their country (consular) and translated into Portuguese by a sworn translator. South Comercial Sector, Block A, Tower B - building City Park Corporate Brasilia - DF, Brazil ZipCode Contact: Fax:

9 10.3 Within the qualification documents ENVELOPE, documentation shall be grouped together with the list of documents that make up each group, indicating the number of matching pages, preferably as follows and in sequential order Juridical Qualification; Technical Qualification; Financial-Economic; Audit regularity; Documents concerning the Preemptive Rights, if applicable; Documents relating to products manufactured in the country; Proof of having legal representation in Brazil, in the case of a foreign company presenting a proposal on its own behalf or Consortium leader Evidence of commitment to the constitution of a consortium, if applicable. 11 JURIDICAL QUALIFICATION 11.1 It is allowed to participate in this Tender interested companies that meet all requirements stated in the Notice; 11.2 It is not allowed to participate in this Tender: Companies that are with the right to bid and contract suspended with the Union, as well as the TELEBRAS, pursuant to art. 7 of Law /2002; Companies that appear on the National Register of Enterprises of ill repute or Suspended (CEIS), accessible through the Transparency Portal. (http://www.portaltransparencia.gov.br); Companies that are under bankruptcy regime; Cooperative partners The false statement on compliance with qualification requirements and the proposal will subject the Contractor to the penalties provided in this CP For proof of JURIDICAL QUALIFICATION, the proponent shall submit the following documents: Documentation of the Proponent that does not work in a foreign country: Act of constitution, together with other documents that prove to be in good standing in accordance with the laws of the country where the Proponent is established; Composition the Board of Directors of the current year; Document attesting the establishment of legal representation, if applicable; Documentation of the Proponent to operate in the country: South Comercial Sector, Block A, Tower B - building City Park Corporate Brasilia - DF, Brazil ZipCode Contact: Fax:

10 Commercial Registry in the case of sole proprietorship; Constitutive Act and the Social Contract in force, registered in the case of commercial companies, and in the case of Corporations, and accompanied by the election of its directors; Registration of the Constitutive Act, in the case of civil societies, accompanied by proof of the Acting Director; Decree of Authorization, in the case of company or foreign company operating in the country, and Act for registration or authorization to operate issued by the National Registration Department of Commerce. 12 TECHNICAL QUALIFICATION 12.1 For proof of the Technical Qualification the Proponent shall submit the following documents: Documentation of the Proponent that does not work in a foreign country: Proof of previous experience or own syndicated by lodging CERTIFICATE issued by its National Customer or abroad, on the preparation and construction of submarine cable system, network management centers for submarine cable systems, Operation Assist, corrective and preventive maintenance of submarine cable systems and other goods and services related to the object of this proposal; Evidence will be admitted by submitting more than one certificate, provided that total experience, required in subsection above Documentation of the Proponent operating in the country: Proof of previous experience or own consortium, upon presentation of certificate issued by its client or foreign national, on the preparation and implementation of submarine cable systems, network management centers for submarine cable systems, assisted operation, corrective and preventive maintenance of submarine cable systems and other goods and services related to the object of this proposal; Evidence will be admitted by submitting more than one certificate, provided that total experience, required in subsection above. 13 FINANCIAL QUALIFICATION 13.1 To proof the FINANCIAL QUALIFICATION, the proponent shall present the following documents: For Proponent with no working facilities in Brazil Financial Probity Statement,, provided by two different Banks; Most recent Financial Statement; The financial position of the proponent company shall be evaluated by the calculation of the "Ability-to-Pay Index", which is calculated as follows: South Comercial Sector, Block A, Tower B - building City Park Corporate Brasilia - DF, Brazil ZipCode Contact: Fax:

11 TOTAL ASSETS ATP = CURRENT LIABILITIES + LONG TERM LIABILITIES Where: If ATP is greater or equal to 1: APPROVED, otherwise: REJECTED A Receipt that the Proponent has, at the tate of presentation of Proposals, Current Assets equal to or grater than R$ (BRL) For Proponent with working facilities in Brazil: Consolidated Statements of Financial Position of Cashflow of the last exercise, as required and presented in accordance with the Law, which show proper financial situation of the Company.Its substitution for provisional Statements is prohibited. These Financial Statements may have its values actualized with respect to BRL:USD exchange rate at the Delivery Date of the Tender, when closed 03 (three) months or more from the Date of Presentation of the Proposal The financial position of the proponent company shall be evaluated by the calculation of the "Ability-to-Pay Index", which is calculated as follows: TOTAL ASSETS ATP = CURRENT LIABILITIES + LONG TERM LIABILITIES Where: If ATP is greater or equal to 1 APPROVED, otherwise: REJECTED Negative Certification of Bankruptcy issued by the Distributor of the Proponent's Headquarters in Brazil A Receipt that the proponent has, at the date of Presentation of Proposals, Current Assets equal to or grater than R$ (BRL) total experience, required in subsection above. 14 AUDIT REGULARITY 14.1 To proof AUDIT REGULARITY, Proponent shall present the following documentation: For Proponent with no working facilities in Brazil: Shall present equivalent documents to clause below, which are required by Government Agencies of the Company Headquarters Country; For Proponent with working facilities in Brazil: Registration Proof in CGC(Cadastro Geral de Contribuintes); Registration Proof in CEC (Cadastro Estadual de Contribuintes), if available. This clause is related to the Company's Headquarters in Brazil, South Comercial Sector, Block A, Tower B - building City Park Corporate Brasilia - DF, Brazil ZipCode Contact: Fax:

12 Proof of Regular Situation face Municipal, State and Federal Finance (Fazenda Federal, Municipal, e Estadual), or other equivalent, in accordance with the Law; Proof of Regular Situation face INSS (Instituto Nacional de Seguro Social) in accordance with the Law; Certificate of Good Standing face FGTS (Fundo de Garantia do Tempo de Serviço), in accordance with the Law; 15 CONSORTIUM 15.1 Companies in Consortium must submit, in conjunction, inside the same envelope of Documentation for Qualification, both documentation for each company, relative to Legal Qualification, Audit Regularity, and Technical & Financial Qualifications related or demanded in this document. It is necessary as individual submit as well the evidence of commitment, public or private, of formation of the Consortium, signed by legal representatives with specific power to the practice of this act, indicating the company responsible for the Consortium,which must meet the following conitions of leadership: Represent the Consortium face the Purchaser during the execution of the Contract; Maintain all the understandings that may be necessary between the Purchaser and the other Venturers, as well as third parties that might join the legal relationship with the Purchaser during the execution of the Contract; For the Technical Qualification, the sum of quantitatives of each Venturer shall be admitted. For Financial Qualification, the sum of values of each Venturer, in proportion of its participation in the Consortium may be admitted. It is not allowed the sum of qualifications of consortium's Contractors The Venturers shall promote, before the celebration of the contract, the constitution and register of the Consortium, in the terms refered in this Tender; 15.3 The Venturers shall respond in solidarity for all practiced acts, both in the stage of Tendering and in the Execution of the contract; 15.4 The Consortium shall not have its composition or constitution altered without previous and expressed consent of the Purchaser until the conclusion of the supplies and services which may come to be contracted; 15.5 The participation of this Tender will be denied for Consortiums with Companies Ventured to other participant Consortiums or with Companies that are participating alone in the Tender; 15.6 The noncompliance of the norms predicted in this Tender by any Venturer will cause automatic disqualification of the Consortium; 15.7 There are is no limit of Venturers for the constitution of the Consortium; 15.8 It is allowed to participate of the event only Consortiums whom the leadership is mandatorily exerced by a national compan, when the Conrostium is constituted by both national and foreign companies; 15.9 It will be admitted the subcontracting of complementary services. However, the Winning Company/Consortium will be the only responsible for the execution of the object. The subcontractor has no bond with Telebras; South Comercial Sector, Block A, Tower B - building City Park Corporate Brasilia - DF, Brazil ZipCode Contact: Fax:

13 15.10 The limitations described in this item are not appliable to subcontractors of the Proponents(ventured or individually); There will be only allowed subcontracts if the contracted companies have the same technical qualification demanded in this Tender, where appliable, and the following: Subcontracts are limited to the limit of 30% (thirty percent) of the value of the contract and exclusively bonded to services of Technical Planning, Training, Instalation, Assisted Operation, Warranties and/or Technical Assistance. In this Situation,the contractor shall be responsible to inform the subcontract to Telebras, defining its scope and presenting its respective probatory documentation. In this condition, the Proponent has all the responsability for the contractual compliance, including any vice with respect to labor and social security legislations; The Submission of CRC(Certificado de Registro Cadastral) substitutes the documentation of the clauses , and , where is still required the declaration from the Proponent, under the appliable penalties if it occurs supervenience of impediment fact to its license The company that is regularly registred and parcially qualified in SICAF(Sistema de Cadastramento Unificado de Fornecedores), won't be required to submit the documents of the clauses , , and , where is still required the declaration from the Proponent, under the appliable penalties, if it occurs supervenience of impediment fact to its license; It will be required the same accounting ratios provided in this Tender for the financial situation analysos of proponents parcially qualified at SICAF, under penalty of disqualification; The proof of registration and partial licensing regularity will be done through online consultation to SICAF, in the act of opening of the Tender, where the Special Tender Comission will issue its receipt to the respective Proponent; The requested documents will be only accepted within their expiry dates. 16 STATEMENT OF CAPACITY 16.1 The Contractor shall include in the proposal the following information: Preferably, the latest annual report of bank accounts of the Proponent and, where applicable, the Holding Company. When this information is not available, shall include the balance sheet and financial statement for the last 2 (two) years duly audited by outside firm to Holding; An outline of the general organization of the Proponent, the main activities and performance, and credit rating by a Credit Rating Agency reputable, if available; A summary of recent activities of the majority Proponent, specifically providing evidence of experience and expertise in delivering ACSea, based on references and a list of systems that have recently delivered, similar to the System screen; Detailed information of products and evolution of the Contractor to date; Demonstrate that it has the technical team and 24x7 support and a central help desk; Demonstrate that offers technical support at the following levels: Level 1 (Management Center Cable), Level 2 (Maintenance of the wet and dry plant), and Level 3 (Maintenance of South Comercial Sector, Block A, Tower B - building City Park Corporate Brasilia - DF, Brazil ZipCode Contact: Fax:

14 Equipment), in countries covered by submarine cables object supply ; Certify that all support the development of new solutions, providing Roadmaps, and fixes bugs is met within the time agreed and that the costs of shifting personnel or Telebras Consortium to conduct product approval (type approval) tests and other acceptance of hardware and software are included in the Commercial Proposal; Having performed to provide factory warranty service, assisted operation, preventive and corrective maintenance of at least one (1) intercontinental submarine cable and at least one (1) Center for Integrated Management of Submarine Cables; The company Proponent shall provide with the Technical Proposal, a statement Providing Professional Services to ensure delivery of results for the Telebras and its customers, including Assisted Operation in accordance with the Service Level Agreement agreed between the parties. For this we must demonstrate that it has certified professionals in the solutions adopted by the Consortium or Telebras, as well as in the main market technologies linked to the object desired; Regarding Assisted Operation must also be shown that Proponent experts have proven experience, ie they are properly qualified and trained in both the tools delivered as well as operational process, providing support for monitoring and resolution of incidents and assisting the Telebras or Consortium operation on the efficient and effective use of tools The Proponent shall submit the Certificate (s) of Approval issued by the FCC, regarding the national equipment, as required by Resolution No. 242 of Anatel, November ; In case of Consortium or participation of more than one company, certificates of each class shall be given; For items that require mandatory Roadmap, the deadline for delivery shall be stipulated; Documents in Brazilian Portuguese, certified translation and consular or registered in the Registry of Deeds and Documents. 17 BRAZILIAN CONTENT 17.1 Proponent shall give preference to components, equipments and services provided by Brazilian sources Probation of the clause above shall be done by the "Processo Produtivo Básico"s certification and/or 950 MCTI. Probation of services shall be comproved by technical quality certifications received by brazilian companies, inside and outside Brazilian territory. 18 COMUNICATION BETWEEN PROPONENT AND TELEBRAS ORCONSORTIUM 18.1 Within 1 week of the date of this ITT, the Tenderer shall notify the persons identified in clause 5 above of the name address, telephone number(s) and address of its representative(s) to whom all communication concerning this ITT may be sent. Dispatch of communication by Telebras to such address(es) shall be deemed to have been delivered.; The communication sent by the Telebras for such addresses shall be considered delivered South Comercial Sector, Block A, Tower B - building City Park Corporate Brasilia - DF, Brazil ZipCode Contact: Fax:

15 information, for postal, legal and administrative purposes Any questions or clarifications related to this SP should be submitted to Telebras within three (3) weeks from the date of publication of this SP; 18.3 To assist in the examination, evaluation and comparison of the Tenders, or Telebras or Consortium may, at its discretion, ask the Proponents for clarification of their Tenders The request for clarification and the response shall be in writing and /or may be made via e- mail correspondence. 19 PUBLICATION OF THE PROPOSAL EVALUATION RESULTS 19.1 The purpose of this SP is to enable the Consortium Telebras or identify the best quotations and their respective proposals, as well as errors in the initial design of the project; 19.2 The best proposal choice will be the sole Telebras or Consortium responsibility and the response will be disclosed only for the best proposal. The remaining Proponents will be reported in the same way, but without the marks obtained in the Proposals; 19.3 The process will take into five stages, namely: Stage 1: Receipt of Proponents Offers concerning the SP; Stage 2: Analysis of proposals and identify the best proposal; Stage 3:Negotiation of prices and values with the Proposer submitting the best proposal; Stage 4: Juridical Qualification, Technical Qualification, Economic and Financial Qualification,Audit Regularity of the Proponent that submitted the best proposal and Final Approval of the Proposal; Stage 5: Proposal approval and Contract Adjudication Table 1 below shows the schedule for receiving, analyzing the proposals and award winning tool for the company: Table 1:Proposals Systematic Evaluation STAGE EVENT DURATION ITEM Stage 1 Recieve of the Proposals T Stage 2 Selection of the best Proposal T days Stage 3 Proposal Optimization T days Stage 4 Final Proposal Approval and Proponent Qualification T days Stage 5 Contract Adjudication T days South Comercial Sector, Block A, Tower B - building City Park Corporate Brasilia - DF, Brazil ZipCode Contact: Fax:

16 The time T 0 refers to the deadline for proposals submission; In the event that a proposal be disqualified at any time, at any stage above, or Telebras or Consortium shall review the proposal next, following internal classification; If no proposal is seized, the Telebras or Consortium reserves the right at any time, terminate this RFP or republish without harm to the parties; In the interval of time set aside for Stage 4, the Contractor will aid in any pendency identified by Telebras or the Consortium of the Proposal or its licensing; If ithis is not accomplished, the Proponent will be automatically disqualified, unless is provided at this time, documentation proving supervening fact that made it impossible to attach the required documents, leaving the discretion of the Legal Department of the Consortium or Telebras to grant or deny the request; Until the Contract adjudication, the Consortium or Telebras won't have any obligation or onus to the Proponents for the object of this RFP. 20 CONTRACT ADJUDICATION 20.1 The Consortium or Telebras are not required to accept any proposal and reserves the right, in its sole discretion to accept or reject all or part of an proposal, without requiring any justification for this purpose. 21 CONFIDENTIALITY AND PUBLICITY 21.1 The proponent shall treat as confidential any information related to this SP and related documents and submit the signed Confidentiality Agreement, included in Annex 1 (in duplicate) along with its proposal; 21.2 No disclosure on this proposal or any subsequent acceptance, suspension or declination of any proposal or resulting contract shall be released in any form or by any means by the proponent, without the prior written approval of the Consortium or Telebras If the Proponent already posssess Non-Disclosure Agreement with Telebras, the submission is not required. South Comercial Sector, Block A, Tower B - building City Park Corporate Brasilia - DF, Brazil ZipCode Contact: Fax:

17 ( LOGO DA OUTRA COMPANHIA/OTHER COMPANY'S LOGO) APPENDIX 1 - NON-DISCLOSURE AGREEMENT ACORDO DE CONFIDENCIALIDADE N XXX/2012 NON-DISCLOSURE AGREEMENT N XXX/2012 ACORDO DE CONFIDENCIALIDADE NON-DISCLOSURE AGREEMENT TELECOMUNICAÇÕES BRASILEIRAS S.A. TELEBRAS, sociedade de economia mista, vinculada ao Ministério das Comunicações, com sede e endereço no Setor Comercial Sul, Bloco B, Salas 301 a 305, Brasília-DF CEP: , CNPJ/MF N.º / , por seu (s) representante (s) legal (is) na forma do seu Estatuto Social, doravante denominada TELEBRAS e TELECOMUNICAÇÕES BRASILEIRAS S.A. TELEBRAS, mixed capital company, with links to the Ministry of Communications, with headquarters and address in Setor Comercial Sul, Bloco B, Salas 301 a 305, Brasília-DF CEP: , CNPJ/MF Nº / , by its legal (s) representative (s) in accordance with its bylaws, hereinafter TELEBRAS and XXX, sociedade XXX, com sede doravante denominada XX em XXX, XXX, (Characteristics of a Company), having its registered offices at XXX hereinafter XXX CONSIDERANDOS: RECITALS: CONSIDERANDO QUE a TELEBRAS foi incumbida de implantar o Programa Nacional de Banda Larga PNBL, instituído pelo Decreto 7.175, de 12 de maio de 2010 e CONSIDERANDO QUE a TELEBRAS, para os WHEREAS TELEBRAS was tasked to implement the National Broadband - PNBL established by Decree 7175 of 12 May 2010 and WHEREAS TELEBRAS, for the purposes and objectives described in the aforementioned Decree need to obtain and/or exchange information with ACORDO DE CONFIDENCIALIDADE (CONFIDENTIALITY AGREEMENT) Nº XX/2012 Pág. 17 de 213

18 ( LOGO DA OUTRA COMPANHIA/OTHER COMPANY'S LOGO) APPENDIX 1 - NON-DISCLOSURE AGREEMENT fins e objetivos descritos no citado Decreto necessita obter e/ou trocar informações com os demais atores do cenário nacional e/ou internacional que atuam no setor de telecomunicações other national and/or international players in the telecommunications industry RESOLVEM as Partes celebrar este Acordo de Confidencialidade ( Acordo ), que se regerá pelas seguintes cláusulas e condições: NOW THEREFORE the parties enter into this Confidentiality Agreement ("Agreement"), which is governed by the following terms and conditions: CLÁUSULA PRIMEIRA DEFINIÇÕES ARTICLE ONE DEFINITIONS 1.1 O termo Informação Confidencial significa, para fins deste Acordo, (i) qualquer Propriedade Intelectual, conforme definido abaixo, e dados e informações financeiras, comerciais, técnicas ou demais informações, transmitidas oral, por escrito ou eletronicamente, incluindo, sem limitação, desenhos, documentos, planos, especificações, diagramas, padrões, procedimentos, técnicas, programas de computador, sistemas Know-how, segredos de comércio, contratos, instrumentos, relatórios, estudos, pesquisas, interpretações, previsões, registros ou qualquer outro documento, incluindo correspondências, dados econômicofinanceiros, documentos administrativos, planilhas de custos, contingências, planos estratégicos, demonstrações financeiras, dados sobre formação de preços, clientes e fornecedores, fornecidos ou disponibilizados por uma das Partes ou seus Representantes, conforme definido abaixo a outra Parte ou a seus Representantes posteriormente à 1.1 The term "Confidential Information" means, for purposes of this Agreement, (i) any Intellectual Property, as defined below, and data and financial information, commercial, technical or other information transmitted orally, in writing or electronically, including without limitation, drawings, documents, plans, specifications, diagrams, standards, procedures, techniques, computer programs, systems know-how, trade secrets, contracts, instruments, reports, studies, research, interpretations, forecasts, records or any other documents, including correspondence, economic and financial data, administrative documents, bills of costs, contingencies, strategic plans, financial statements, information on pricing, customers and suppliers, provided or made available by a Party or its Representatives, as defined below to the other party or their Representatives after the date of this Agreement and (ii) any information, conclusions, compilations, interpretations, projections and ACORDO DE CONFIDENCIALIDADE (CONFIDENTIALITY AGREEMENT) Nº XX/2012 Pág. 18 de 213

19 ( LOGO DA OUTRA COMPANHIA/OTHER COMPANY'S LOGO) APPENDIX 1 - NON-DISCLOSURE AGREEMENT data deste Acordo e (ii) qualquer informação, conclusões, compilações, interpretações, projeções e análises resultantes das discussões entre as Partes pertinentes ao Contrato, que contenham ou reflitam informação elencada no item (i) acima. Parágrafo Único: As Informações Confidenciais transmitidas por escrito ou eletronicamente deverão ser assinaladas como confidencial e as Informações Confidenciais transmitidas oralmente deverão ser indicadas como confidencial no momento de sua revelação e, acompanhadas por uma confirmação posterior por escrito no prazo de 30 (trinta) dias, citando a data e a informação revelada, assim como a finalidade da citada revelação. Assim, durante o período de 30 (trinta) dias, após a revelação oral da Informação Confidencial e antes do devido registro formal por escrito, toda informação deverá ser tratada como confidencial. 1.2 Propriedade Intelectual significa qualquer (i) conhecimento, informação, idéia, conceito, invenção, descoberta ou expressão necessária ao Contrato e (ii) deverá incluir qualquer conhecimento, informação, idéia, conceito, invenção, descoberta ou expressão descritas em (i) acima, independentemente do fato de ter sido, ser ou vir a ser propriedade das Partes ou suas Afiliadas, ou criada, inventada, desenvolvida ou obtida pelas Partes ou suas Afiliadas a qualquer tempo, e deverá incluir toda e qualquer patente, copyright ou outra proteção de tal conhecimento, informação, idéia, conceito, invenção, descoberta analysis arising from discussions between the relevant Parties to the Agreement, which contain or reflect information listed in item (i ) above. Sole Paragraph: The Confidential Information conveyed in writing or electronically should be marked as "confidential" and the Confidential Information communicated orally shall be designated as "confidential" at the time of its revelation and, accompanied by a subsequent written confirmation within 30 ( thirty) days, citing the date and the information disclosed, and the purpose of such disclosure. Thus, during the period of 30 (thirty) days after the oral disclosure of Confidential Information and registration due before the formal writing, all information should be treated as confidential. 1.2 "Intellectual Property" means any (i) knowledge, information, idea, concept, invention, discovery or expression required for the Agreement and (ii) shall include any knowledge, information, idea, concept, invention, discovery or expression described in ( i) above, regardless of this being, to be or become property of one of the Parties or its Affiliates, or created, invented, developed or obtained by the Parties or its Affiliates at any time and shall include any and all patent, copyright or other protection of such knowledge, information, idea, concept, invention, discovery or expression. 1.3 Representatives" as used herein shall include ACORDO DE CONFIDENCIALIDADE (CONFIDENTIALITY AGREEMENT) Nº XX/2012 Pág. 19 de 213

20 ( LOGO DA OUTRA COMPANHIA/OTHER COMPANY'S LOGO) APPENDIX 1 - NON-DISCLOSURE AGREEMENT ou expressão. 1.3 Representantes, conforme utilizado neste Acordo deverá incluir qualquer administrador, diretor, conselheiro, executivo, empregado, auditor, advogado, consultor, engenheiro, prepostos a qualquer título, comitente ou Afiliada (conforme definido abaixo), ou qualquer administrador, diretor, conselheiro, executivo, empregado, auditor, advogado, consultor, engenheiro, prepostos a qualquer título, comitente de tal Afiliada. 1.4 Afiliada, conforme utilizado neste Acordo, com relação a qualquer parte, deverá incluir qualquer indivíduo ou entidade controlada por tal Parte, que controle tal Parte ou com quem tal Parte esteja sob controle comum. any manager, director, agent, executive, officer, employee, auditor, attorney, consultant, engineer, representatives in any capacity, principal or Affiliate (as defined below), or any manager, director, agent, officer, executive, employee, auditor, attorney, consultant, engineer, representatives in any capacity, principal of such Affiliate. 1.4 "Affiliate" as used herein with respect to any party shall include any individual or entity controlled by such Party, which controls such Party or with whom such Party is under common control. CLÁUSULA SEGUNDA OBJETO ARTICLE TWO PURPOSE 2.1 O presente instrumento tem por objeto assegurar sigilo pelas Partes e seus Representantes (i) quanto a Informações Confidenciais, relacionadas ao (o Projeto ), que necessitam análise para eventual celebração de Contrato pelas Partes e, (ii) do fato que discussões sobre o Contrato estão sendo desenvolvidas pelas 2.1 This Agreement is to secure secrecy by the Parties and its Representatives (i) as to Confidential Information, related to (the Project ), that require review for possible signature of contract between the Parties and (ii) the fact that discussions on the contract are being developed by the Parties. ACORDO DE CONFIDENCIALIDADE (CONFIDENTIALITY AGREEMENT) Nº XX/2012 Pág. 20 de 213

21 ( LOGO DA OUTRA COMPANHIA/OTHER COMPANY'S LOGO) APPENDIX 1 - NON-DISCLOSURE AGREEMENT Partes. 2.2 As obrigações de sigilo contidas no presente instrumento são livremente pactuadas pelas Partes, que respondem de forma irrenunciável e irretratável, por si e seus sucessores. 2.2 The obligations of confidentiality contained in this Agreement are freely agreed upon by the Parties, who are irrevocably and irreversibly bound, for themselves and their successors. CLÁUSULA TERCEIRA OBRIGAÇÕES ARTICLE THREE OBLIGATIONS 3.1 Cada Parte e seus Representantes manterão como confidenciais e somente usarão com o único propósito de avaliar o Contrato, toda Informação Confidencial obtida da outra Parte que seja relacionada ao Contrato, obrigando-se: 3.1 Each party and its Representatives shall keep confidential and will use only for the sole purpose of evaluating the Contract, all Confidential Information obtained from the other Party that is related to the Contract, undertaking: (i) a manter padrões apropriados para assegurar a confidencialidade requerida neste Acordo, incluindo a cautela que as Partes normalmente exercem em relação à preservação de seus próprios dados confidenciais; (i) to maintain appropriate standards to ensure the confidentiality required in this Agreement, including the caution that the Parties normally exercise in relation to the preservation of their own data; (ii) a responder solidariamente, por seus Representantes, por qualquer violação do presente Acordo; (ii) to be responsible, through their representatives, for any breach of this Agreement; (iii) a fazer com que seus Representantes acordem em divulgar as Informações Confidenciais somente a seus respectivos (iii) to make its Representatives agree to disclose Confidential Information only to their respective Representatives who need the Confidential ACORDO DE CONFIDENCIALIDADE (CONFIDENTIALITY AGREEMENT) Nº XX/2012 Pág. 21 de 213

22 ( LOGO DA OUTRA COMPANHIA/OTHER COMPANY'S LOGO) APPENDIX 1 - NON-DISCLOSURE AGREEMENT Representantes que necessitem das Informações Confidenciais para avaliação do Contrato, e contanto que tais Representantes tenham sido devidamente notificados a respeito deste Acordo; Information to evaluate the Contract, and to duly notify such Representatives about this Agreement; (iv) quaisquer informações obtidas pelas Partes durante a discussão do Contrato e eventuais negociações contratuais pertinentes ao Projeto, nas dependências das Partes ou delas originárias, ainda que não diretamente envolvidas com o mencionado Contrato e eventuais negociações contratuais, devem ser mantidas em sigilo nos termos e prazos constantes neste Acordo. (iv) any information obtained by the parties during the discussion of Contract negotiations and any agreement pertaining to the Project, in the premises of the Parties or from them, though not directly related to the aforementioned Contract and any contract negotiations, should be kept secret in terms and timelines contained herein. 3.2 Toda Informação Confidencial deverá permanecer como propriedade única e exclusiva da Parte divulgadora e deverá ser utilizada única e exclusivamente para fins do Contrato e nenhuma das Partes poderá divulgar qualquer Informação Confidencial a qualquer terceiro, exceto aos seus Representantes que necessitem da Informação Confidencial (conforme item iv da Cláusula 3.1 acima), sem o consentimento prévio, por escrito, da Parte divulgadora. 3.2 All Confidential Information shall remain the sole and exclusive property of the disclosing party and shall be used solely for purposes of the Contract and neither party may disclose any Confidential Information to any third party except to its Representatives who need the Confidential Information (as item iv of Clause 3.1 above), without the prior written consent of the disclosing party. 3.3 Caso a TELEBRAS e a XXX não prossigam nas negociações relativas ao Contrato, cada Parte deverá prontamente devolver toda a Informação Confidencial recebida da outra Parte juntamente com todas as suas cópias, por meio de requisição escrita da Parte Divulgadora, exceto a Informação Confidencial que faça parte de interpretações e análises de cada uma das Partes sobre o Contrato, a qual, no entanto, deverá permanecer 3.3 If TELEBRAS and XXX do not continue Contract negotiations, then each party shall promptly return all Confidential Information received from the other Party together with all copies upon written request of the disclosing Party, except the Confidential Information which is part of interpretations and analysis of each of the Parties to the Contract, which, however, shall remain subject to the confidentiality provisions contained herein. Nevertheless, at any time, the disclosing Party may ACORDO DE CONFIDENCIALIDADE (CONFIDENTIALITY AGREEMENT) Nº XX/2012 Pág. 22 de 213

23 ( LOGO DA OUTRA COMPANHIA/OTHER COMPANY'S LOGO) APPENDIX 1 - NON-DISCLOSURE AGREEMENT sujeita às disposições sobre confidencialidade aqui contidas. Não obstante, a qualquer tempo, a Parte divulgadora poderá exigir, mediante notificação por escrito, a devolução pela outra Parte de qualquer Informação Confidencial, e a outra Parte deverá prontamente devolver a Informação Confidencial solicitada. require, by written notice, the return by the other Party of any Confidential Information, and the other Party shall promptly return the Confidential Information requested. CLÁUSULA QUARTA PENALIDADES ARTICLE FOUR PENALTIES 4.1 A divulgação desautorizada de qualquer das Informações Confidenciais caracterizará infração contratual, sujeitando-se a Parte Inadimplente à reparação pelos danos que diretamente tiver causado em virtude de seu ato, a ser apurado amigável ou judicialmente, sem prejuízo de poder a Parte, simultaneamente ou não, considerar rescindido, de pleno direito, o Contrato celebrado. 4.1 Unauthorized disclosure of any Confidential Information will feature a breach of contract, resulting to the Defaulting Party the obligation to repair the damage it has caused directly by virtue of his act, to be determined amicably or in court, without prejudice to right of the Party, simultaneously or not, to have the executed Contract terminated. 4.2 A responsabilidade das Partes não subsistirá nas hipóteses de caso fortuito ou força maior, na forma do artigo 393 do Código Civil Brasileiro, e desde que não haja dúvidas de que todas as medidas de precaução tenham sido devidamente tomadas. 4.2 Responsibility of the Parties shall not stand in the event of unforeseeable circumstances or force majeure, in accordance with article 393 of the Brazilian Civil Code, and provided there is no doubt that all precautions have been duly taken. ACORDO DE CONFIDENCIALIDADE (CONFIDENTIALITY AGREEMENT) Nº XX/2012 Pág. 23 de 213

24 ( LOGO DA OUTRA COMPANHIA/OTHER COMPANY'S LOGO) APPENDIX 1 - NON-DISCLOSURE AGREEMENT CLÁUSULA QUINTA EXCEÇÕES A CONFIDENCIALIDADE ARTICLE FIVE THE CONFIDENTIALITY EXCEPTIONS 5.1 A exigência de sigilo não se aplica aos seguintes casos: 5.1 The requirement of secrecy shall not apply in the following cases: (i) informação comprovadamente conhecida pela Parte Recebedora, anteriormente à concessão da informação pela Parte Divulgadora, por forma legal e legítima; (i) information proven to be known by the receiving party prior to the granting of information by the disclosing Party, by legal and legitimate form of proof; (ii) prévia e expressa (por escrito) anuência da Parte Divulgadora, mediante autorização da maior autoridade do órgão responsável pelas discussões do Projeto, quanto à liberação da obrigação de sigilo e confidencialidade; (ii) prior express (written) consent of the Disclosing Party, upon authorization of the highest authority of the organization responsible for the discussions of the Project, for the release of the secrecy and confidentiality obligation; (iii) informação comprovadamente obtida por outras fontes, de forma legal e legítima, independentemente e sem infração do presente Acordo; (iii) information obtained from other sources proven, legally and legitimately, independently and without breach of this Agreement; (iv) determinação judicial e/ou governamental para conhecimento das Informações Confidenciais, desde que notificada imediatamente por escrito a Parte divulgadora pela Parte Recebedora, previamente à liberação, e sendo requerido segredo no seu trato judicial (iv) a court order and/or government requirement to know the Confidential Information, provided that the Disclosing Party is immediately notified in writing by the Receiving Party prior to release, and being required in their dealings to apply judicial/administrative secret. ACORDO DE CONFIDENCIALIDADE (CONFIDENTIALITY AGREEMENT) Nº XX/2012 Pág. 24 de 213

25 ( LOGO DA OUTRA COMPANHIA/OTHER COMPANY'S LOGO) APPENDIX 1 - NON-DISCLOSURE AGREEMENT e/ou administrativo. CLÁUSULA SEXTA VIGÊNCIA ARTICLE SIX DURATION 6.1 O presente Acordo vigerá pelo prazo das negociações e pelo período de 3 (três) anos após a conclusão das mesmas, contados da data de sua assinatura ou até o término do instrumento contratual que vier a ser celebrado para formalizar a referida negociação, o que ocorrer por último. 6.1 This Agreement shall remain in force for a period of negotiations and for a period of 3 (three) years after the finalization of the date of signature or until the end of the contractual instrument that will be signed to formalize such a negotiation, whichever is later. CLÁUSULA SÉTIMA CONDIÇÕES GERAIS E FORO ARTICLE SEVEN GENERAL TERMS AND VENUE 7.1 As renúncias escritas, verbais ou tácitas, pelas Partes de qualquer de seus direitos, nos termos do Acordo, concedida em determinada ocasião, não constituirá renúncia definitiva ao exercício do direito da Parte, não a obrigando em qualquer ocasião subsequente. Qualquer concessão de direito detido por qualquer das Partes não importará em novação dos termos do Acordo, a menos que expressamente avençado por escrito como tal. 7.1 Waivers written, verbal or implied, by either Party of any of its rights under the Agreement, granted on one occasion shall not constitute a definitive renunciation to the exercise of the right of the Party, and not relinquishing to the rights under this Agreement any subsequent time. Any grant of rights held by any party will not matter in terms of the novation of the Agreement, unless expressly account consignor in writing as such. ACORDO DE CONFIDENCIALIDADE (CONFIDENTIALITY AGREEMENT) Nº XX/2012 Pág. 25 de 213

26 ( LOGO DA OUTRA COMPANHIA/OTHER COMPANY'S LOGO) APPENDIX 1 - NON-DISCLOSURE AGREEMENT 7.2 O Acordo será regido e interpretado de acordo com as leis brasileiras e, caso qualquer disposição nele contida venha a ser inexequível, suas demais disposições continuarão em pleno vigor e efeito, não devendo ser afetadas, prejudicadas ou, de qualquer maneira, consideradas inválidas. 7.2 The Agreement will be governed by and construed in accordance with Brazilian law and if any provision contained therein will be unenforceable, its remaining provisions will continue in full force and effect and shall not be affected, or harmed in any way. 7.3 Nenhuma alteração ou modificação do Acordo será valida ou vinculará as Partes, salvo se por escrito e assinada por ambas as Partes. 7.3 No amendment or modification of the Agreement shall be valid or binding upon the parties unless in writing and signed by both parties. 7.4 Para dirimir quaisquer dúvidas ou controvérsias decorrentes deste Acordo fica eleito o foro de Brasília-DF, com renúncia a qualquer outro, por mais privilegiado que seja. 7.4 To resolve any doubts or controversies arising from this Agreement shall be elected forum of Brasilia, Federal District, waiving any other, however privileged. E por estarem justas e acertadas, as Partes firmam o presente Acordo e 3 (três) vias, de igual teor e forma, e na presença de duas testemunhas. And being fair and agreed upon, the parties signed the Agreement and 3 (three) counterparts of equal content and form, and in the presence of two witnesses. ACORDO DE CONFIDENCIALIDADE (CONFIDENTIALITY AGREEMENT) Nº XX/2012 Pág. 26 de 213

27 ( LOGO DA OUTRA COMPANHIA/OTHER COMPANY'S LOGO) APPENDIX 1 - NON-DISCLOSURE AGREEMENT Brasília, (dia) mês de 2012 (Brasilia, month day, 2012) Pela (For) TELECOMUNICAÇÕES BRASILEIRAS S.A TELEBRÁS: NOME DO PRESIDENTE Presidente (President) NOME DO DIRETOR Diretor Técnico (Technical Director) Pela (For) XXX: Testemunhas (Witnesses) : Nome (Name): CPF: Nome (Name): Identidade (ID): ACORDO DE CONFIDENCIALIDADE (CONFIDENTIALITY AGREEMENT) Nº XX/2012 Pág. 27 de 213

28 Atlantic Cable System Technical Specifications South Comercial Sector, Block A, Tower B - building City Park Corporate Brasilia - DF, Brazil ZipCode Contact: Fax:

29 Table of Contents Introduction... Chapter 1 Contractor s Scope of Work... Chapter 2 Network Performance and Reliability... Chapter 3 System Requirements... Chapter 4 Line Terminal Equipment... Chapter 5 Undersea System Submerged Plant... Chapter 6 Beach Manholes and Land Cables... Chapter 7 Cable Stations... Chapter 8 Marine Installation... Chapter 9 Desktop Study... Annex 9.1 Route Survey... Annex 9.2 Initial Straight Line Diagram and Initial Route Position Lengths... Annex 9.3 Commissioning and Acceptance... Chapter 10 Project Monitoring and Reporting... Chapter 11 Quality Assurance... Chapter 12 Documentation... Chapter 13 Documentation Schedule... Attachment 1 Training... Chapter 14 South Comercial Sector, Block A, Tower B - building City Park Corporate Brasilia - DF, Brazil ZipCode Contact: Fax:

30 1 INTRODUCTION 1.1 Atlantic Cable System: The Atlantic Cable System(ACSea) is composed of 05 (five) main cable systems(hereafter defined as US,EUR, AFR, ExN and MSul) and 05(five) branch units (hereafter defined as PPL,CIE,FNO,ICN, and RJO).The geographic localities and connectivities of these systems are described below: Atlantic Cable System - United States: The Atlantic Cable System - United States(ACSea-US) geographic connectivity is shown in Figure 1-1.It contains both the main cable system as well as the following BUs: Puerto Plata and Caiena(PPL and CIE).ACSea-US connects cable stations in and among the following countries and landings: United States(Jacksonville),Brazil(Fortaleza), Dominican Republic (Puerto Plata) and French Guyana (Caiena) Figure 1-1: ACSea-US Cable System Budgeting: For this Subsystem, the following configurations in Table 1-1 below shall be budgeted: South Comercial Sector, Block A, Tower B - building City Park Corporate Brasilia - DF, Brazil ZipCode Contact: Fax:

31 Table 1-1 : ACSea - US BudgetingConfigurations Designation NumberofFiberPairs Financing USA6C 6 pairs WithFinancing USA6S 6 pairs WithoutFinancing USA4C 4 pairs WithFinancing USA4S 4 pairs WithoutFinancing Atlantic Cable System - Europe: TheAtlantic Cable System Europe(ACSea-EUR) geographic connectivity is shown in Figure 1-2. It contains both the main cable system as well as the following BU: Canary Islands (ICA)ACSea-EUR connects cable stations in and among the following countries and landings:brazil(fortaleza),portugal(seixal),canary Islands(El Goro) South Comercial Sector, Block A, Tower B - building City Park Corporate Brasilia - DF, Brazil ZipCode Contact: Fax:

32 Figure 1-2 ACSea-EUR Cable System Budgeting: For this Subsystem, the following configurations in Table 1-2 below shall be budgeted: Table 1-2 : ACSea - EUR BudgetingConfigurations Designation NumberofFiberPairs Financing EUR4C 4 pairs WithFinancing EUR4S 4 pairs WithoutFinancing EUR2C 2 pairs WithFinancing EUR2S 2 pairs WithoutFinancing Atlantic Cable System - Africa: South Comercial Sector, Block A, Tower B - building City Park Corporate Brasilia - DF, Brazil ZipCode Contact: Fax:

33 The Atlantic Cable System Africa(ACSea-AFR) geographic connectivity is shown in Figure 1-3.It contains both the main cable system as well as the following BU: Fernando de Noronha (FNO).ACSea-AFR connects cable stations in and among the following countries and landings: Brazil(Fortaleza and Fernando de Noronha) and Angola(Luanda) Budgeting: Figure 1-3: ACSea-AFR Cable System For this Subsystem, the following configurations in Table 1-3 below shall be budgeted: South Comercial Sector, Block A, Tower B - building City Park Corporate Brasilia - DF, Brazil ZipCode Contact: Fax:

34 Table 1-3 : ACSea - AFR BudgetingConfigurations Designation NumberofFiberPairs Financing AFR4C 4 pairs WithFinancing AFR4S 4 pairs WithoutFinancing AFR2C 2 pairs WithFinancing AFR2S 2 pairs WithoutFinancing Atlantic Cable System ExpressoNacional: The Atlantic Cable System - ExpressoNacional(ACSea-ExN) geographic connectivity is shown in Figure 1-4.It contains both the main cable system as well as the following BU: Rio de Janeiro (RJO). ACSea-ExN connects cable stations in and among the Brazil(Fortaleza, Rio de Janeiro and Santos) South Comercial Sector, Block A, Tower B - building City Park Corporate Brasilia - DF, Brazil ZipCode Contact: Fax:

35 Figure 1-4: ACSea-ExN Cable System Budgeting: For this Subsystem, the following configurations in Table 1-4 below shall be budgeted: Table 1-4 : ACSea - EXN BudgetingConfigurations Designation NumberofFiberPairs Financing EXN6C 6 pairs WithFinancing EXN6S 6 pairs WithoutFinancing South Comercial Sector, Block A, Tower B - building City Park Corporate Brasilia - DF, Brazil ZipCode Contact: Fax:

36 EXN4C 4 pairs WithFinancing EXN4S 4 pairs WithoutFinancing Atlantic Cable System - MSul TheAtlantic Cable System - MalhaSul (ACSea-MSul) geographic connectivity is shown in Figure 1-5.It contains the main cable system, with no BU connected to it. ACSea-MSul connects cable stations in and among the following countries Brazil(Santos). and Uruguay (Maldonado) Budgeting: Figure 1-5: ACSea-MSul Cable System South Comercial Sector, Block A, Tower B - building City Park Corporate Brasilia - DF, Brazil ZipCode Contact: Fax:

37 For this Subsystem, the following configurations in Table 1-5 below shall be budgeted: Table 1-5: ACSea - EXN BudgetingConfigurations Designation NumberofFiberPairs Financing MSUL4C 4 pairs WithFinancing MSUL4S 4 pairs WithoutFinancing MSUL2C 2 pairs WithFinancing MSUL2S 2 pairs WithoutFinancing 1.2 Fiber SLD's ACSea-US ACSea-EUR ACSea-AFR South Comercial Sector, Block A, Tower B - building City Park Corporate Brasilia - DF, Brazil ZipCode Contact: Fax:

38 1.2.4 ACSea-ExN ACSea MSul 1.3 Undersea Segments: The undersea segment connectivity and segment identification numbering shall be determined by the Contractor s analysis and route engineering. 1.4 System Capacity The System Design Capacity of the undersea segments, without wet plant South Comercial Sector, Block A, Tower B - building City Park Corporate Brasilia - DF, Brazil ZipCode Contact: Fax:

39 1.4.2 Initial System Equipage upgrade, shall be one-hundred (100) 100Gbps wavelengths on each fiber pair less any capacity associated with.bu ROADM or OADM shall not be used The initial Submarine Line Terminating Equipment (SLTE) equipage on the trunk and branch segment at the time of installation shall provide 20 Tbps for the ACSea-US and ACSea ExN Susbsystems. The other Subsystems shall be provided with 10 Tbps as initial equipage, and must be used the maximum capacity of the first fiber pair on each cable The SIE at each cable station shall be equipped with 1+1 protected SDH STM-16 client side interfaces. Note that not all SLTE land-side ports may be connected to SDH/Interconnection Equipment, at Purchaser s discretion. All the landed capacity not passed through the SIE shall be connected through from the SLTE, via the Internal ODF, to the External ODF. The Internal ODF and (if supplied) External ODF shall be expandable in accordance with the potential upgraded capacity of the system. For the purpose of scoping the SIE option for this contract, it shall be assumed that from each muxponder of the SLTE, half of the land-side ports shall connect to the SIE, and half shall bypass it The BU Branching Unit shall not dispose of OADM characteristics and funcionalities of any kind to enable the use of 100 wavelengths per fiber pair The wet part of the system should be designed NOT to impose any constraint to type of modulation nor to interfere with the channel transmission grid System Configuration Flexibility The Contractor shall provide flexibility in the System design and manufacture to enable the Purchasers to define the following System parameters in a time frame consistent with the System RFPA and in accordance with POW milestones The initial system SLTE equipage in terms of number of wavelengths and their allocation as described in section These flexibilities above are offered by the Contractor and accepted by the Purchaser without adjustment to the Contract Price Adjustments with regard to item shall be subject to a cost true-up as described in the Terms and Conditions of this Contract and treated as a Contract Variation. 1.5 System Description: The Contractor shall supply System Description in Appendix 6 within the contract. 1.6 System Performance and Reliability The Contractor shall supply System Performance and Reliability in Appendix 6 within the contract. 1.7 Definitions South Comercial Sector, Block A, Tower B - building City Park Corporate Brasilia - DF, Brazil ZipCode Contact: Fax:

40 1.7.1 The following definitions shall apply where relevant or unless otherwise stated APS: Automatic Protection Switching; BACKHAUL: The transmission facility (or facilities, e.g. land-based fiber-optic cable and possibly interim radio facilities) extending from the Cable Station to central officenoc(network Operation Center) ; BASE SYSTEM: The scope of work exclusive of Options; BEACH MANHOLE (BMH): The chamber located at the cable landing which houses the joint between the shore cable and the land cable station ; BRANCHING UNIT (BU): A Branching Unit (BU) interconnects three Submarine cable segments and provides both the optical fiber and power interconnection; CABLE INTERFACE: The interface between the Submarine Line Terminal Equipment and the optional Interconnection Equipment ;; CABLE STATION (CS): The facility that shall house the transmission, power feeding, maintenance and test equipment, associated with the undersea system; CABLE STATION INFRASTRUCTURE: The infrastructure within the Cable Station, such as power, air-conditioning, racks, alarm systems, backup batteries, generators, security systems, etc; CERTIFICATION: Certification refers to the activity (which is also part of the manufacturing process) to eliminate the risk of not complying with the performance and reliability specifications of all components or sub-assemblies of the cable system; CONFIDENCE TRIAL: Period VI of the Acceptance Testing program which is described in this Technical Specification; CONTRACTOR S SYSTEM DESCRIPTION: Technical documentation provided by the Contractor including those materials provided in the Contract Appendix 6 Technical Description (and excluding Appendix 4 the Technical Specification ) and/or those materials provided in the End User documentation which is described in this Technical Specification and/or those materials provided during the course of System implementation as appropriate; DEEP WATER: Water depths greater than 1000 meters; DIGITAL LINE SECTION (DLS): The bi-directional end-to-end transmission path between System Interfaces, which includes the path from the near-end Interface Distribution Frame (IDF), which may be either electrical or optical, depending upon the tributary interfaces), through the Line Terminal Equipment and undersea hardware, to the remote station s Line Terminal Equipment, and terminating at the far-end IDF; EQUALIZER: The undersea unit used, as may be required, to adjust the South Comercial Sector, Block A, Tower B - building City Park Corporate Brasilia - DF, Brazil ZipCode Contact: Fax:

41 undersea gain profile characteristics; FFRN: Four Fiber Ring Node; FINAL OCEAN SURVEY REPORT: The complete and final (approved) postsurvey report, which shall govern the construction of the System; FIRST OFFICE APPLICATION (FOA): A product, specifically agreed with the Purchaser that may be utilized in the System, for which The Cable System is the first deployment in an undersea network. Such first usage, and qualification status, will be highlighted appropriately in Appendix 6 Technical Description ; HARD FAULT: A fault which prevents any Segment from complying with the Performance Requirements and the effect of which can be observed at any time; INTEGRATION: Integration refers to the inter-operation and inter-working activities involving the cablecable interface and Line Segments in order for the equipments in the Cable System to meet the specified requirements; INTERMITTENT FAULT: A fault which prevents any Segment from complying with the performance requirements but the effect of which can only be observed during limited periods of time; IN-SERVICE: The ability of the System to operate at performance levels no worse than required by this Specification while performing supervisory or other fault-location measurements on the System; INTERFACE DISTRIBUTION FRAME (IDF): The distribution frame (either electrical DDF or optical ODF or both, depending upon the tributary terminations selected) provided by the Contractor where the Contractor s transmission interface from the undersea network interfaces with the Purchaser s domestic network in the Cable Stations; INTERNAL ODF: The distribution frame between the SLTE and the cablecable interface equipment; LAND CABLE: The fiber optic and power cable extending from the Beach Manhole to the Cable Station; LINE SECTION: The whole of the means of transmission of a digital signal between the two Internal ODFs, where the Cable Interface is terminated; LINE SEGMENT: This whole of the DLS s (all the equipment such as e.g. LTE, land cable and Submersible Plant) associated with a single fiber pair; LINE TERMINAL EQUIPMENT: The Line Terminal Equipment (LTE) comprises of all the equipment in a Terminal Station, including but not limited to, Submarine Line Terminal Equipment (SLTE), Power Feed Equipment (PFE), Maintenance Controller (MC), synchronization equipment, Spares, test equipment (if applicable) and Internal ODF provided as part of a Line Segment; South Comercial Sector, Block A, Tower B - building City Park Corporate Brasilia - DF, Brazil ZipCode Contact: Fax:

42 MAINTENANCE CONTROLLER: The equipment and software that provides control of the line supervisory system and performance monitoring of the PFE, SLTE and Submersible Plant from a single human computer interface; NETWORK MANAGEMENT SYSTEM (NMS): The maintenance equipment and software that monitors and controls the complete System from a central location; OPTICAL AMPLIFIER: An optical amplifier is a device that accepts an incoming optical signal and amplifies it such that its optical output is constrained within certain limits and the term is synonymous with optical fiber amplifier; OUTSIDE PLANT (OSP): The physical plant including trenches, ducts, cable, fiber, electronics etc. from the Beach manhole to the Cable Station; PFE: Power Feed Equipment (PFE) is used to power the undersea repeaters from the Terminal Station by converting -48V battery power to a constant current. PFEs can be set to feed either positive or negative voltage with respect to ground; QUALIFICATION: Qualification is the activity (which is also part of the development process), to demonstrate to the satisfaction of the Purchaser, in accordance to the requirements of the Contract, that a technology, a component or an assembly will be able to comply with its performance and reliability specifications (including live testing). It also provides inputs to the test specifications for the certification process. Contractor shall provide details of which items (if any) will not be fully qualified at contract signature and shall provide detailed qualification plans in the Technical Description; REMOTE OPERATOR POSITION (ROP): Remote Operator Positions are the human computer interfaces that can be located in another site, connected to the management system through the external network and used to supervise the system; REPEATER: A repeater interconnects two cable sections and consists of two or more optical amplifiers plus units to carry out the necessary supervisory and power feeding functions, all contained and sealed within a pressure resistant housing; REPEATER SECTION: This is defined as extending from a point (to be identified by the Contractor) within the transmission path of one Repeater or BU to the identical point in the subsequent Repeater or BU; RETURN EARTH ELECTRODE SYSTEM (OCEAN GROUND BED-OGB): The interconnected array of ground electrodes installed by the Contractor, connected to the Cable Station, plus the associated connection panel in the Cable Station which together provide a reliable electrical ground for the System; INTERCONNECTION EQUIPMENT: Interconnection Equipment comprises all the equipment which provides inter-connection between adjacent Line Segments and the domestic network in a Terminal Station, including but not South Comercial Sector, Block A, Tower B - building City Park Corporate Brasilia - DF, Brazil ZipCode Contact: Fax:

43 limited to, Network Elements (NE), Element Management systems (EM), Network Management systems (NM), External ODF, Data Communication Network associated with Synchronization Units (if applicable). It also includes Remote Operator Positions (ROP) located outside the Terminal Station; SHALLOW WATER: Water depths less 1000 meters or less; SUBCONTRACTOR: A person or company, other than the Contractor, including any autonomous division of the Contractor even on the same site, who supplies or manufactures the whole or part of any item forming part of this Contract; SUBMARINE LINE TRANSMISSION EQUIPMENT (SLTE): The optical transmission equipment, which provides a suitable optical signal/receiver to the cable interface output and input signals in order that the requisite fiber capacity can be achieved; SUBMERSIBLE PLANT: All equipment that is installed between beach manholes (e.g. cable, repeaters, couplers, equalizers, wavelength management units, branching units, joints, ocean grounding beds.); SUPERVISORY SECTION: Supervisory Section refers to the part of the Submersible Plant extending from one specified point in a repeater to a similar point in the adjacent repeater, which can be identified using the supervisory system for fault location; SYSTEM INTERFACE: The System Interface shall include STM-64 optical input/output ports including direct wavelength access (at 40Gbit/s level) and Ethernet interfaces on the optical and/or digital distribution frame (including the optical and/or digital distribution frame itself) and shall be regarded as the interface location where the Cable System connects with other transmission facilities or equipment; TERMINAL STATION EQUIPMENT (TSE): This includes the Line Terminal Equipment (LTE) and the Interconnection Equipment; POINT OF PRESENCE (PoP): Location of PURCAHSER s facilities for interconneting the submarine cable network with its terrestrial network or that of the PURCHASER s customers. The PoP could be located within the Cable Station (CS). Likewise, an existing PoP could be fitted out as a Cable Station PURCHASER: Telebras, or as otherwise defined in the Supply Contract PROVISIONSAL ACCEPTANCE: define. 1.8 System Schematic Figure 1-6 shows the schematic of the principal components and common names of a submarine cable: South Comercial Sector, Block A, Tower B - building City Park Corporate Brasilia - DF, Brazil ZipCode Contact: Fax:

44 Figure CONTRACTOR S SCOPE OF WORK 2.1 The Scope of Work (SOW) shall include but not be limited to, the products and services summarized below and which may be described more fully throughout this technical specification. 2.2 The Contractor shall ensure that the Work shall comply with the requirements of this Technical Specification and shall meet the overall performance requirements as set forth in the Contract, notwithstanding that the Technical Description may not fully define every detail of such requirements. 2.3 Contractor Services Contractor shall provide the following services for delivery of the System: System design, project management, qualification, engineering, and construction Secure all the licenses and/or permits required of the Contractor in the Terms and Conditions; Desk Top Study, including shore landings and land cable routes as required; Site surveys: Survey of all landings, land routes, cable stations as contracted; South Comercial Sector, Block A, Tower B - building City Park Corporate Brasilia - DF, Brazil ZipCode Contact: Fax:

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