COALITION PROVISIONAL AUTHORITY
Iraq Mobile Cellular Public Telecommunications
License Authorization and Agreement
Licensee Name: Sana Tel
Licensee Contact Information:
WHEREAS:
The Licensee has agreed to pay a license fee of US$1000.00 for the first year
and US$1000.00 for the remaining period through 22 December 2005.
NOW THEREFORE,
The CPA and the Licensee agree as follows:
ARTICLE 1 – DEFINITIONS
1.1. “Cellular System” means an automated high-capacity system of one or more
multi-channel base stations designed to provide radio telecommunications
services to mobile stations over a wide area in a spectrally efficient manner.
Cellular systems employ techniques such as low transmitting power and automatic
hand-off between base stations of communications in progress to enable channels
to be reused at relatively short distances. Cellular systems may also employ
digital techniques such as voice encoding and decoding, data compression, error
correction, and time or code division multiple access in order to increase
system capacity.
1.2. “Customer” means any person or entity that has indicated willingness to the
Licensee to receive Mobile Cellular Service from the Licensee on the Licensee’s
terms and conditions, or has entered into an agreement with the Licensee for the
provision of such services.
1.3. “CPA” means the Coalition Provisional Authority recognized as the temporary
government in Iraq pursuant to United Nations Security Council Resolution 1483
(2003).
1.4. “Effective Date” means [date of license agreement issue].
1.5. “Foreign Government” means a government of a country other than Iraq.
1.6. “Frequency Spectrum” means all or part of the electromagnetic spectrum.
1.7. “Frequency Band” means a portion of the electromagnetic spectrum.
1.8. “Interconnection” means the physical and logical linking of networks in
order to allow the users of one network to communicate with the users of another
network or to access services from another public telecommunications service
provider’s network.
1.9. “International Telecommunications Service” means the telecommunications
service between Iraq and any other country by means of any international
gateways, including gateways using marine and terrestrial cables, high-frequency
or microwave networks, or satellites.
1.10. “License Agreement” means this license agreement and all appendices
attached hereto, as amended or modified.
1.11. “Mobile Cellular Service” means a mobile telecommunications service using
a cellular system that is for hire to the general public.
1.12. “Mobile Cellular Service Spectrum License” means the Mobile Cellular
Service Spectrum License at Appendix 1 to this License Agreement.
1.13. “Network” means integrated telecommunications systems used to provide
telecommunications services.
1.14. “Person” means any individual, sole proprietorship, company, joint stock
company, limited liability company, corporation, partnership, joint venture,
consortium, government or governmental entity.
1.15. “Proposal” means the document submitted by the Licensee in response to the
Statement of Objectives for Iraq Mobile Licence Offer, issued by the Coalition
Provisional Authority (CPA), dated 3 August 2003.
1.16. “Public Telecommunications Network” means all the integrated
telecommunications systems or group of integrated telecommunications systems
including the required infrastructure that provides services to others.
1.17. “Public Telecommunications Mobile Cellular Service” means a
telecommunications service offered to public mobile subscribers using a cellular
system.
1.18. “Public Telecommunications Mobile Cellular Service Spectrum License” means
the Spectrum License at Appendix 1 to this License Agreement that officially
authorizes the Licensee to use the radio frequency spectrum to provide
telecommunications service to the public.
1.19. “Public Telecommunications Service Provider” means an entity licensed by
the CPA to provide public mobile telephone service.
1.20. “Radiocommunication” means telecommunications by means of radio waves.
1.21. “Roaming” means the operation of a mobile cellular telecommunications
device in other networks besides its own network.
1.22. “Service Area” means the delineated geographic territory in which the
Mobile Cellular Service can be provided as described in Appendix 2.
1.23. “Telecommunications” means any transmission or reception of signs,
signals, writing, images, and sounds or intelligence of any nature by wire,
radio, optical or other electromagnetic systems.
1.24. “Telecommunications Facilities” means any transmission facility or other
facility, apparatus or other thing that is used or is capable of being used for
telecommunications or for any operation directly connected with
telecommunications.
1.25. “Telecommunications Network License” means the authorization granted by
the Coalition Provisional Authority (and any such body which presently exists or
is hereinafter enacted that the Coalition Provisional Authority may delegate any
of its regulatory authority to) to a person or entity for the establishment or
operation of public or private telecommunications networks for the provision of
telecommunications services.
1.26. “Transmission Link” means radio communications and other
telecommunications facilities and methods such as fiber optic cables, microwave
radio relays, and satellite earth stations used to interconnect the facilities
(radio base station sites, switches, etc.) of the Licensee with each other or
with the facilities of another Public Telecommunications Service Provider.
ARTICLE 2 – COMPLIANCE
2. By accepting this License Agreement, the Licensee agrees to comply with:
2.1. All rules and regulations of the Coalition Provisional Authority, and any
such body which presently exists or is hereinafter enacted that the Coalition
Provisional Authority may delegate any of its regulatory authority to.
2.2. Each of the conditions and technical specifications described herein.
2.3. Appropriate and reasonable oversight by the Coalition Provisional
Authority, and any such body which presently exists or is hereinafter enacted
that the Coalition Provisional Authority may delegate any of its regulatory
authority to.
2.4. The Coalition Provisional Authority, and any such body which presently
exists or is hereinafter enacted that the Coalition Provisional Authority may
delegate any of its regulatory authority to, shall treat all Licensees in a fair
and equitable matter.
ARTICLE 3 - LICENSE
3.1. In accordance with CPA Order No. 11, the CPA hereby grants to the Licensee
a Mobile Cellular Service Spectrum License to operate a cellular system.
3.2. This License Agreement authorizes the Licensee to operate and manage Mobile
Cellular Service and does not authorize the Licensee to operate or manage any
other public telecommunications service in Iraq, including any fixed
telecommunications service.
3.3. This License Agreement authorizes the Licensee to operate all
telecommunications apparatus or facilities that are used to provide Mobile
Cellular Service in accordance with this License Agreement. Such apparatus and
facilities include Transmission Links. The Licensee may also obtain Transmission
Links by leasing transmission capacity from another Public Telecommunications
Service Provider or sharing such capacity with it.
3.4. This License Agreement authorizes the Licensee to provide international
telecommunications services to its customers only by connection with another
Public Telecommunications Service Provider or by means of its own
Telecommunications Facilities, provided that the Licensee has obtained from the
CPA Ministry of Communications a Communications Satellite Earth Station License
at no additional cost.
3.5. The Mobile Cellular Service Spectrum License authorizes the use of the
Frequencies by the Licensee in the operation of Mobile Cellular Service only.
The Licensee is not authorized to use the Frequencies for any other purpose.
3.6. This License Agreement and the Mobile Cellular Service Spectrum License
shall continue in force until 22 December 2005, unless a fully sovereign
transitional Iraqi administration terminates the License, under article 8.3 of
this License Agreement. Nothing in this agreement shall prevent the acceptance
by such transitional Iraqi administration of this License Agreement unless
terminated or revoked in accordance with Article 8
3.7. For the avoidance of doubt, this license does not authorize the use of
radio transmission equipment except as described in Appendix 1.
3.8. This License Agreement authorizes the Licensee to operate and manage Mobile
Cellular Service only in the authorized Service Area delineated in the map
appended to this License Agreement as Appendix 2.
3.9. By accepting this License Agreement, the Licensee agrees to surrender any
and all other licenses that Licensee has received from any other governmental
authority, regional administration or municipality to operate or manage any
other public telecommunications service in Iraq, including any cellular or fixed
telecommunications service.
ARTICLE 4 – FEES
4. The Licensee shall pay to the Coalition Provisional Authority, and any such
body which presently exists or is hereinafter enacted that the Coalition
Provisional Authority may delegate any of its regulatory authority to, an annual
licensing fee as described in this Licensing Agreement, payable within 30 days
of the Effective Date and on the anniversary thereof.
5. ARTICLE 5
(deleted)
ARTICLE 6 – LICENSE CONDITIONS
6. General. Non-compliance with any provisions of this License Agreement
including its Appendices may result in administrative sanctions (including
possible fines imposed by Coalition Provisional Authority, and any such body
which presently exists or is hereinafter enacted that the Coalition Provisional
Authority may delegate any of its regulatory authority to, or License revocation
and seizure of equipment, as authorized by CPA Order No. 11. The Coalition
Provisional Authority, and any such body which presently exists or is
hereinafter enacted that the Coalition Provisional Authority may delegate any of
its regulatory authority to, shall act in good faith to ensure that
administrative sanctions are commensurate with the severity of the
non-compliance.
6.1. Ownership and Control.
6.1.1. The Licensee shall provide to the Coalition Provisional Authority, and
any such body which presently exists or is hereinafter enacted that the
Coalition Provisional Authority may delegate any of its regulatory authority to
a list of all individuals and entities controlling or owning more that 10
percent of the licensee.
6.1.2. The Licensee shall not control or own, directly or indirectly, any
ownership interest, including but not limited to golden share or similar
ownership interest, of 10% or greater in any other Public Telecommunications
Service Provider that is licensed to provide Mobile Cellular Service in Iraq.
6.1.3. No Government shall control or own, directly or indirectly, any ownership
interest of 10% or greater in the Licensee. Additionally, Governments or
Governmental entities may not collectively acquire ownership interest in the
Licensee greater than 25% of the Licensee’s equity.
6.1.4. Any major change in shareholding that affects a shareholder owning 10% or
more of the shares or ownership of the Licensee or causes a shareholder (other
than the existing shareholders) to own 10% or more of the shares or ownership of
the Licensee after the transaction shall require the prior consent of the
Coalition Provisional Authority, and any such body which presently exists or is
hereinafter enacted that the Coalition Provisional Authority may delegate any of
its regulatory authority to. The Licensee shall notify the Coalition Provisional
Authority, and any such body which presently exists or is hereinafter enacted
that the Coalition Provisional Authority may delegate any of its regulatory
authority to, of any such proposed change in ownership. Consent will be deemed
to have been given if Coalition Provisional Authority, and any such body which
presently exists or is hereinafter enacted that the Coalition Provisional
Authority may delegate any of its regulatory authority to, does not respond
within 30 days. For purposes of this requirement, ownership of shares by a
spouse or minor child(ren) shall be imputed to the shareholder.
6.1.5. Licensees shall endeavour to ensure that no person who had substantial
business activities with, who supported, or who associated or collaborated with
the previous Iraqi leadeship regime prior to April 2003 shall control or own,
directly or indirectly, any ownership interest in the Licensee. Additionally,
Licensees shall endeavour to ensure that no person who had substantial business
activities with, who supported, or who associated or collaborated with the
previous Iraqi leadsership regime prior to April 2003 acquires ownership
interest in the Licensee during the term of the License.
6.2. Standard of Conduct The Licensee shall not use or knowingly permit the use
of its Mobile Cellular Service for any purpose that violates applicable laws or
regulations. The Licensee shall endeavour to take all reasonable action within
its control to ensure that its Mobile Cellular Service is not used for any such
purposes. The Licensee in its contracts with its Customers shall prohibit the
use of its Mobile Cellular Service for illegal purposes.
6.3. The Licensee shall provide and maintain Mobile Cellular Service coverage
and quality in accordance with the requirements set out in Appendix 2.
6.4. Mobile Cellular Service Obligation
6.4.1. In all areas served, the Licensee shall provide its Mobile Cellular
Services to any Person wishing to obtain them on terms and conditions
established by the Licensee in accordance with this License Agreement.
6.4.2. Except as provided in Article 6.5.3. the Licensee shall not engage in
undue preference or undue discrimination in the provision of its Mobile Cellular
Service or in the terms and conditions for its Mobile Cellular Service . Under
no circumstances shall the Licensee discriminate against any Customer on the
basis of race, color, religion, gender, ethnic group or national origin.
6.5. Price Regulation
6.5.1. (Deleted)
6.5.2. (Deleted)
6.5.3. The Licensee shall provide to the CPA, the Iraqi Ministries and their
State Owned Enterprises, Coalition Forces, and any other government agencies,
prices and services equal to or better than that which is offered to its most
preferred or valuable customer. CPA, the Iraqi Ministries and their State Owned
Enterprises, Coalition Forces and any other government agencies reserve the
right to negotiate a purchase agreement that will include any of these or other
customized or enhanced network services.
6.6. Specifications. The Licensee shall use modern mobile cellular
telecommunications technologies. The Licensee shall operate and manage Mobile
Cellular Service in accordance with such specifications and technical standards
of the International Telecommunication Union (ITU), the International
Electrotechnical Commission (IEC), the Telecommunications Industry Association (TIA),
the European Technical Standards Institute (ETSI) and the Iraqi technical
standards as reasonably may be written and which are appropriate to the
technology used to provide the Mobile Cellular Service. The Licensee is
authorized to operate in connection with its Mobile Cellular Service any
equipment or other facilities necessary to offer additional features, upgrades
or enhancements to its Mobile Cellular Service or Network consistent with the
terms of this License. Such equipment or other facilities and such additional
features, upgrades or enhancements shall also conform to specifications and
technical standards of the aforementioned organizations which are appropriate to
the technology used to provide the Mobile Cellular Service. Should the Licensee
decide to use a technology to provide the Mobile Cellular Service other than
that defined in the Proposal the licensee shall request approval of Coalition
Provisional Authority, and any such body which presently exists or is
hereinafter enacted that the Coalition Provisional Authority may delegate any of
its regulatory authority to.
6.7. Terminal Equipment. The Licensee shall only connect to (or permit to be
connected to) its network equipment that has been certified by Licensee as
conforming to internationally recognized standards appropriate to the
technologies being used.
6.8. Frequencies.
6.8.1. Base stations placed within sixty (60) kilometers of an international
border must be coordinated as necessary with the Foreign Government or
telecommunications operator prior to operation. The Coalition Provisional
Authority, and any such body which presently exists or is hereinafter enacted
that the Coalition Provisional Authority may delegate any of its regulatory
authority to reserves the right to place on the Licensee additional reasonable
restrictions on operation within sixty (60) kilometers of an international
border for the purpose of avoiding spectral interference with Mobile Cellular
Service in contiguous countries.
6.8.2. The Coalition Provisional Authority, and any such body which presently
exists or is hereinafter enacted that the Coalition Provisional Authority may
delegate any of its regulatory authority to may after consultation with the
Licensee in order to comply with international spectrum coordination
requirements or in the course of regulating the radio spectrum in the best
interests of Iraq, reassign radio frequencies used by the Licensee or require
the Licensee to surrender its rights in respect to radio frequencies that are
not required for its operation of Mobile Cellular Service. In such case, the
Coalition Provisional Authority, and any such body which presently exists or is
hereinafter enacted that the Coalition Provisional Authority may delegate any of
its regulatory authority to shall provide reasonable additional time for the
Licensee’s target for network build as may be appropriate. The Coalition
Provisional Authority, and any such body which presently exists or is
hereinafter enacted that the Coalition Provisional Authority may delegate any of
its regulatory authority to shall provide the Licensee with adequate time and,
where practicable and applicable, assign appropriate alternative frequencies
sufficient for use in the Licensee’s Network, to permit the Licensee to carry on
Mobile Cellular Service without unreasonable costs or disruptions.
6.8.3. The Coalition Provisional Authority, and any such body which presently
exists or is hereinafter enacted that the Coalition Provisional Authority may
delegate any of its regulatory authority to, shall take all reasonable steps to
protect from undue interference the Frequencies licensed or allotted to the
Licensee.
6.9. Reports and Accounts.
6.9.1. The Licensee’s principal place of business shall be in Iraq. The accounts
and records of the Licensee shall be kept at its principal place of business and
shall be kept in accordance with International Accounting Standards, as
published by the International Accounting Standards Board.
6.9.2. The Licensee shall provide written monthly reports to the Coalition
Provisional Authority, and any such body which presently exists or is
hereinafter enacted that the Coalition Provisional Authority may delegate any of
its regulatory authority to on the build-out of its network and quality of
Mobile Cellular Service. The Licensee shall also permit access to its accounts
and records for the purpose of audit upon demand of the Coalition Provisional
Authority, and any such body which presently exists or is hereinafter enacted
that the Coalition Provisional Authority may delegate any of its regulatory
authority to.
6.9.3. The Licensee shall furnish to the Coalition Provisional Authority, and
any such body which presently exists or is hereinafter enacted that the
Coalition Provisional Authority may delegate any of its regulatory authority to
such additional information as the Coalition Provisional Authority, and any such
body which presently exists or is hereinafter enacted that the Coalition
Provisional Authority may delegate any of its regulatory authority to may
request from time to time. The Coalition Provisional Authority, and any such
body which presently exists or is hereinafter enacted that the Coalition
Provisional Authority may delegate any of its regulatory authority to, shall
undertake in good faith to respect commercial confidentiality.
6.10. Access to Licensee Premises.
6.11. The Licensee shall permit access to its premises to any law enforcement or
regulatory government personnel (or other personnel authorized for such purposes
by the Coalition Provisional Authority, and any such body which presently exists
or is hereinafter enacted that the Coalition Provisional Authority may delegate
any of its regulatory authority to) for any other purpose consistent with the
purpose of this license.
6.12. Language. Any information or reports provided to the Coalition Provisional
Authority, and any such body which presently exists or is hereinafter enacted
that the Coalition Provisional Authority may delegate any of its regulatory
authority to under this License Agreement shall be in both the Arabic language
and the English language. In the event of any inconsistency between an Arabic
language document and an English language document, the Arabic language text
shall prevail.
6.13. Use of Iraqi Resources. Subject to applicable law, the Licensee shall, to
the maximum extent practicable, use Iraqi human and material resources in the
installation, operation and management of its business, compatible with the
efficient provision of Mobile Cellular Service.
6.14. Anti-Competitive Practices. The Licensee shall not alone or with others
engage in or knowingly acquiesce in any anti-competitive practices and, in
particular, the Licensee shall not:
6.14.1. engage in any anti-competitive cross-subsidisation;
6.14.2. abuse its dominant position, if any;
6.14.3. enter into any exclusive arrangements for the location of its facilities
that are acquired to provide Mobile Cellular Service;
6.14.4. enter into any agreements, arrangements, or undertakings with any
person, including any supplier of services that compete with the Mobile Cellular
Service, which have as their objective or effect the fixing of prices or any
other restraint on competition;
6.14.5. engage in any anti-competitive tied or linked sales practices, provided
that the Licensee may bundle services so long as the bundled services are also
available separately;
6.14.6. use information obtained from competitors if the object or effect of
such use is anti-competitive.
6.15. Sharing of Facilities.
6.15.1. The Licensee shall cooperate with other Licensees in order to facilitate
the provision of Public Telecommunications Mobile Cellular Service.
6.15.2. To the extent technically possible, the Licensee shall seek to share
towers, masts, and other base station sites with other Public Telecommunications
Service Providers and shall not unreasonably refuse a request from another
Public Telecommunications Service Provider to share facilities on a commercial
basis, however, nothing in this provision prohibits the Licensee from charging a
reasonable price or imposing reasonable conditions for such shared use of
facilities.
6.16. Emergency Service Calls. The Licensee shall within three (3) months of the
Effective Date implement and provide free calling to fire, police, ambulance and
other emergency services employing 112 or such other three digit numbers as may
be defined by the CPA or subsequent independent communications regulatory
commission from time to time.
6.17. Interconnection.
6.17.1. The Licensee will act in good faith and without discrimination in
accordance with applicable law and the terms of this License Agreement in all
business dealings with other Public Telecommunications Service Providers and
shall cooperate with other Public Telecommunications Service Providers to
facilitate the provision of Public Telecommunications Mobile Cellular Service to
all Customers throughout Iraq so as to optimize the use of common facilities in
the location of Telecommunications Facilities.
6.17.2. The Licensee shall interconnect its network with all other Public
Telecommunications Service Providers in Iraq for purposes of providing
reciprocal lawful services. In negotiating Interconnection and other
arrangements with other licensed Public Telecommunications Service Providers,
the Licensee shall agree to:
6.17.2.1. Provide Interconnection where reasonably practical at any technically
feasible point in the network;
6.17.2.2. Provide Interconnection under non-discriminatory terms and conditions
(including technical standards and specifications),
6.17.2.3. Provide Interconnection in a timely fashion on terms, conditions
(including technical standards and specifications) and cost-based rates that are
transparent, reasonable, economically feasible, and sufficiently unbundled so
that the interconnecting party is not required to pay for network components or
facilities that are unnecessary for Mobile Cellular Service. In this context,
cost-based rates shall be comprised of the good faith estimates of long-run
incremental costs of providing Interconnection plus a reasonable share of the
good faith estimates of common costs of the Licensee’s operations.
6.17.2.4. Provide Interconnection upon request, at points in addition to the
points offered to the majority of users, subject to the terms of a written
agreement between the Licensee and the party requesting Interconnection and at
charges that comply with Article 6.17.2.3 and which also include the cost of
construction of necessary additional facilities;
6.17.2.5. Subject to security requirements and technical feasibility, lease at
reasonable rates to such other Mobile Cellular Service providers on a
non-discriminatory basis, facilities (rooms, towers, ducts, cable, etc.) under
the control of the Licensee and required or appropriate for use by such other
Mobile Cellular Service providers;
6.17.2.6. Subject to security requirements and the provision by such other
Licensees of appropriate undertakings and indemnification, allow reasonable
supervised access to such facilities by other License holders, upon request, for
the purposes of installation, maintenance, and repair;
6.17.2.7. Provide reasonable advance notice to other Public Telecommunications
Service Providers about any material network design, roll-out, or upgrade plans
or changes that reasonably may be expected to affect the arrangements between
the parties; and
6.17.2.8. Take steps to protect such other service providers’ systems from
interference or other harm caused by the facilities and equipment used by the
Licensee.
6.18. The procedures applicable to Interconnection of the Licensee’s network
shall be made publicly available.
6.19. The Licensee will make publicly available either its Interconnection
agreements or referenced Interconnection offers, excluding price related
provisions.
6.20. The Licensee shall be entitled to require, as a condition of entering into
any Interconnection agreement, that:
6.20.1. Current, internationally accepted engineering principles and practices
in the telecommunications sector are adhered to in the provision of any
Interconnection services;
6.20.2. Due account is taken of the needs of the Licensee’s Customers and the
needs of other Public Telecommunications Service Providers, both current and
future, that have made or make requests to interconnect with the Licensee’s
network;
6.20.3. A Licensee is not required to interconnect its network if doing so would
unreasonably risk damage to the Licensee’s property, or cause danger to any
person, or which could otherwise damage or interfere with the provision of
Mobile Cellular Service by Licensee.
6.21. The Licensee shall enter into agreements to cooperate with other licensed
providers of Mobile Cellular Services and shall establish and maintain technical
and billing arrangements to permit its Customers to use their wireless terminal
equipment in Mobile Cellular Service areas of such other providers of Mobile
Cellular Service within 3 months of the Effective Date and shall continue for
the duration of this License Agreement.
6.22. If the Licensee is unable to agree with another Public Telecommunications
Service Provider on the terms and conditions of Interconnection or other
arrangements within one month after the first written request for
Interconnection or other arrangements by either party, either party may request
in writing that the CPA or subsequent independent communications regulatory
commission adjudicate between them. The CPA or subsequent independent
communications regulatory commission decision on all matters in dispute shall be
binding on both parties.
6.22.1. The losing party shall pay any reasonable expense incurred (including
fees of consultants hired by the Coalition Provisional Authority, and any such
body which presently exists or is hereinafter enacted that the Coalition
Provisional Authority may delegate any of its regulatory authority to) in making
its adjudication.
6.22.2. Upon a determination by the Coalition Provisional Authority, and any
such body which presently exists or is hereinafter enacted that the Coalition
Provisional Authority may delegate any of its regulatory authority to that there
is no clear prevailing party, the Coalition Provisional Authority, and any such
body which presently exists or is hereinafter enacted that the Coalition
Provisional Authority may delegate any of its regulatory authority to may
allocate such expenses between the parties as it deems equitable.
6.23. Filing. All Interconnection or other agreements between the Licensee and
any other Public Telecommunications Service Provider shall be filed with the
Coalition Provisional Authority, and any such body which presently exists or is
hereinafter enacted that the Coalition Provisional Authority may delegate any of
its regulatory authority to.
6.24. Numbering.
6.24.1. All allocations of numbers shall be made without charge under
transparent and non discriminatory terms and conditions by the Coalition
Provisional Authority, and any such body which presently exists or is
hereinafter enacted that the Coalition Provisional Authority may delegate any of
its regulatory authority to upon request by the Licensee for services they
reasonably anticipate providing.
6.24.2. Numbers allocated by the Coalition Provisional Authority, and any such
body which presently exists or is hereinafter enacted that the Coalition
Provisional Authority may delegate any of its regulatory authority to are a
national resource and ownership of the numbers is not transferred when an
allocation is made. However, an allocation conveys an ongoing authorization to
use and an expectation of a reasonable notice period, should the Coalition
Provisional Authority, and any such body which presently exists or is
hereinafter enacted that the Coalition Provisional Authority may delegate any of
its regulatory authority to find it necessary to withdraw or to change allocated
numbers.
6.25. The Licensee shall cooperate with other Public Telecommunications Service
Providers to allow telephone numbers to be associated with an outgoing call to
convey the calling line identity.
6.26. The Licensee shall configure its network so as to facilitate number
portability at a future date. The Coalition Provisional Authority, and any such
body which presently exists or is hereinafter enacted that the Coalition
Provisional Authority may delegate any of its regulatory authority to will not
impose any requirement for number portability until at least 24 months after the
Effective Date.
6.27. Relations with Customers
6.27.1. The Licensee shall publish a code of practice on customer service
approved in writing by the Coalition Provisional Authority, and any such body
which presently exists or is hereinafter enacted that the Coalition Provisional
Authority may delegate any of its regulatory authority to. The code of practice
shall provide guidance to Licensee’s Customers in respect to resolution of any
disputes and complaints relating to the provision by the Licensee of the
Service.
6.27.2. The Licensee shall prepare an initial draft of the code of practice on
customer service and submit it for approval to the Coalition Provisional
Authority, and any such body which presently exists or is hereinafter enacted
that the Coalition Provisional Authority may delegate any of its regulatory
authority to within three (3) months of the Effective Date. The Coalition
Provisional Authority, and any such body which presently exists or is
hereinafter enacted that the Coalition Provisional Authority may delegate any of
its regulatory authority to may require changes or additions to the draft code
of practice.
6.27.3. The code of practice shall include guidelines on complaints, dispute
settlement, quality of service, provision of ancillary services, and service
termination.
6.27.4. After approval of the code of practice, the Licensee shall report
annually on dates to be specified by the Coalition Provisional Authority, and
any such body which presently exists or is hereinafter enacted that the
Coalition Provisional Authority may delegate any of its regulatory authority to
on the performance of the Licensee in meeting the guidelines set out in the code
of practice on customer service, and on the progress made in implementing the
guidelines.
6.28. Lawful Interception and Call Data Records
6.28.1. The Licensee shall implement and adhere to internationally agreed
technical specifications for lawful interception of communications traffic.
6.28.2. The Licensee shall record and retain records relating to all calls made
using Mobile Cellular Service for a period of at least one year. Such records
shall include, at a minimum, calling and called parties, call initiation and
call termination times, and location of users.
6.28.3. The Licensee shall at all times cooperate with the Coalition Provisional
Authority, and any such body which presently exists or is hereinafter enacted
that the Coalition Provisional Authority may delegate any of its regulatory
authority to, to enable lawful interception and access to call data records for
the purpose of law enforcement and the maintenance of national security in
accordance with applicable law.
6.28.4. The Licensee shall incorporate into the Licensee’s Cellular System a
technical means for lawful interception of communications. Such technical means
shall be approved in advance by and acceptable to the Coalition Provisional
Authority, and any such body which presently exists or is hereinafter enacted
that the Coalition Provisional Authority may delegate any of its regulatory
authority to.
6.28.5. The Coalition Provisional Authority, and any such body which presently
exists or is hereinafter enacted that the Coalition Provisional Authority may
delegate any of its regulatory authority to reserves the right to restrict
message content in data (including Internet) traffic originating from within, or
distributed through, the Licensee’s network. The technical solution for
complying with these restrictions may be realized via content filters or other
software devices designed to intercept and capture offensive, malicious, or
other unwanted material. The Coalition Provisional Authority, and any such body
which presently exists or is hereinafter enacted that the Coalition Provisional
Authority may delegate any of its regulatory authority to reserves the right to
require the use of specific content filters or domain name (Internet Service
Provider Address) blockers. The Coalition Provisional Authority, and any such
body which presently exists or is hereinafter enacted that the Coalition
Provisional Authority may delegate any of its regulatory authority to in
consultation with the CPA reserves the right to require the Licensee to
incorporate such restrictions into its network, to the extent technically
feasible, and, for the Licensee to incorporate reasonable safeguards and other
measures to ensure the privacy and security of subscriber identity and
subscriber transmitted information.
6.28.6. The cost to the Licensee of providing the facilities and services
specified in this Article 6.28 shall not exceed half of one percent (0.5%) of
the audited gross turnover of the Licensee during the relevant accounting year.
The Coalition Provisional Authority, and any such body which presently exists or
is hereinafter enacted that the Coalition Provisional Authority may delegate any
of its regulatory authority to will reimburse the Licensee for any commercially
reasonable additional cost incurred as a result of the requirements specified in
this Article. The Licensee shall notify the Coalition Provisional Authority, and
any such body which presently exists or is hereinafter enacted that the
Coalition Provisional Authority may delegate any of its regulatory authority to
quarterly of the accumulated cost of providing the facilities and services
specified in this Article 6.28 and shall endeavour in good faith to notify the
Coalition Provisional Authority, and any such body which presently exists or is
hereinafter enacted that the Coalition Provisional Authority may delegate any of
its regulatory authority to in advance of incurring any cost in excess of the
limitations described in this paragraph.
6.29. The Licensee shall not engage in or continue or knowingly acquiesce in any
practice, alone or with others, that is contrary to or inconsistent with trading
or other sanctions that have been properly imposed by the United Nations. To the
extent consistent with applicable law, the Licensee shall not knowingly enter
into agreements with third parties who have violated such sanctions.
ARTICLE 7 – TRANSFER OF LICENSE AGREEMENT
7. The Mobile Cellular Service Spectrum License may be transferred in whole or
in part upon the approval of the Coalition Provisional Authority, and any such
body which presently exists or is hereinafter enacted that the Coalition
Provisional Authority may delegate any of its regulatory authority to. A request
for such approval will not be considered until the Licensee has achieved its
target for network build at twelve (12) months as specified in Appendix 2.
Notwithstanding the transferability restriction, the Licensee may transfer this
License Agreement in its entirety to a wholly owned subsidiary of the Licensee
to be established in Iraq.
ARTICLE 8 – AMENDMENT, EXTENSION AND TERMINATION
8. Amendment, Extension and Termination.
8.1. Amendment This License Agreement, including its Appendices, shall not be
modified except by the mutual written agreement of the Coalition Provisional
Authority, and any such body which presently exists or is hereinafter enacted
that the Coalition Provisional Authority may delegate any of its regulatory
authority to and the Licensee. Prior to such modifications, the Coalition
Provisional Authority, and any such body which presently exists or is
hereinafter enacted that the Coalition Provisional Authority may delegate any of
its regulatory authority to should conduct public consultations, including with
other Public Telecommunications Service Providers or other interested parties.
8.2. (Deleted)
8.3. Revocation and Termination
8.3.1. Before its expiration, this License Agreement and the Mobile Cellular
Service Spectrum License may be terminated or revoked by the Coalition
Provisional Authority, and any such body which presently exists or is
hereinafter enacted that the Coalition Provisional Authority may delegate any of
its regulatory authority to regulatory commission only in the event of a
material breach by the Licensee.
8.3.2. The Coalition Provisional Authority, and any such body which presently
exists or is hereinafter enacted that the Coalition Provisional Authority may
delegate any of its regulatory authority to shall not revoke or terminate this
License Agreement or the Mobile Cellular Service Spectrum License without first
notifying the Licensee in writing of the details of the alleged material breach
that forms the basis for such proposed action and giving the Licensee an
opportunity of no less than thirty (30) days to show cause why such action
should not be taken or to correct the material breach. This License Agreement
should not be terminated or the Mobile Cellular Service Spectrum License revoked
if the Licensee shows cause or corrects the material breach to the satisfaction
of Coalition Provisional Authority, and any such body which presently exists or
is hereinafter enacted that the Coalition Provisional Authority may delegate any
of its regulatory authority to, unless the Coalition Provisional Authority, and
any such body which presently exists or is hereinafter enacted that the
Coalition Provisional Authority may delegate any of its regulatory authority to
determines that the public security or safety so require.
8.3.3. Nothing in this license agreement shall operate or be construed as
transferring, assigning, creating or otherwise conferring any proprietary right
or interest in the Licensee’s Cellular System or other property of the Licensee
to the Government of Iraq or another Person.
Nothing in this License Agreement shall restrict or limit in any way the
Licensee’s right upon expiration or termination of this License Agreement to
remove or otherwise dispose of it Cellular System or the equipment of which it
is comprised subject to making satisfactory transitional arrangements with the
Coalition Provisional Authority, and any such body which presently exists or is
hereinafter enacted that the Coalition Provisional Authority may delegate any of
its regulatory authority to or any other governmental body or commission over a
run off period which will not exceed six month from the date of expiration or
termination.
ARTICLE 9 – FORCE MAJEURE
9.
9.1. The Licensee shall not be liable for any delay or non-performance of its
obligations hereunder in the event and to the extent that such delay or
non-performance is due to an event of force majeure defined hereinafter.
9.2. Events of force majeure are events beyond the control of the Licensee which
occur after the Effective Date and which were not reasonably foreseeable at the
time of the signing of the license and which effects are not capable of being
overcome without unreasonable expenses and/or loss of time to the parties
concerned.
9.3. If such events cause damage to the infrastructure of the Network or
otherwise delay performance by the Licensee, the Licensee shall prepare and
submit a proposal satisfactory to the Coalition Provisional Authority, and any
such body which presently exists or is hereinafter enacted that the Coalition
Provisional Authority may delegate any of its regulatory authority to setting
out how it plans to proceed in order to continue to meet its obligations under
the license.
9.4. If the Licensee claims an event of force majeure as excuse for
non-performance it shall notify the Coalition Provisional Authority, and any
such body which presently exists or is hereinafter enacted that the Coalition
Provisional Authority may delegate any of its regulatory authority to of the
occurrence of such event, its expected duration and impacts on the performance
as soon as possible.
ARTICLE 10 – ORDER OF PRECEDENCE
10.
In cases of conflicting documents, terms, and conditions or requirements, the
order of precedence for resolving such conflicts shall be: first, current laws,
rules, or regulations; second, this License Agreement, including its Appendices,
third the Proposal and finally the Statement of Objectives submitted in order to
obtain this license except in relation to Appendix 2 of the License Agreement
where the details of the Proposal shall prevail over the detail in Appendix 2 of
the License Agreement.
ARTICLE 11 – GOVERNING LAW AND ARBITRATION
11. This Agreement is governed by, and shall be construed in accordance with,
the laws of Iraq.
All disputes arising out of or in connection with this Agreement will be finally
settled under the Rules of Arbitration of the International Chamber of Commerce
(the "Rules") by 3 arbitrators.
Each party shall have the right to nominate an arbitrator and if any party fails
to nominate an arbitrator then the appointment shall be made in accordance with
the Rules. The third arbitrator will be nominated by the arbitrators who are
nominated by the parties and in accordance with the Rules.
The seat of arbitration will be in London.
The language of the arbitration shall be English.
The costs of the arbitration shall be borne by the party against whom the final
award is made.
ARTICLE 12 – NOTICES
12. The Licensee shall file an original and four (4) copies of any notice or
other document that is required to be filed with the Coalition Provisional
Authority, and any such body which presently exists or is hereinafter enacted
that the Coalition Provisional Authority may delegate any of its regulatory
authority to under this License Agreement, by hand-delivery to the Coalition
Provisional Authority, and any such body which presently exists or is
hereinafter enacted that the Coalition Provisional Authority may delegate any of
its regulatory authority to at such location and during such hours as the
Coalition Provisional Authority, and any such body which presently exists or is
hereinafter enacted that the Coalition Provisional Authority may delegate any of
its regulatory authority to may prescribe. The Coalition Provisional Authority,
and any such body which presently exists or is hereinafter enacted that the
Coalition Provisional Authority may delegate any of its regulatory authority to
shall provide the Licensee two (2) date-stamped copies of each such filing.
Within two (2) business days of filing any notice or other document with the
Coalition Provisional Authority, and any such body which presently exists or is
hereinafter enacted that the Coalition Provisional Authority may delegate any of
its regulatory authority to, the Licensee shall file a date-stamped copy of each
such filing by hand-delivery to the CPA at such location and during such hours
as the CPA may prescribe from time to time.
FOR THE Coalition Provisional Authority:
CPA Ministry of Communications Date: [March xx 2004]
Public Telecommunications Mobile Cellular Service Spectrum License
Granted to Sana Tel Corporation under Order 11 of the
Coalition Provisional Authority
A Public Telecommunications Mobile Cellular Service Spectrum License is hereby
issued authorizing Sana Tel to use the listed frequency bands to provide Mobile
Cellular Services to the public, expanding their network as necessary.
By accepting this Mobile Cellular Service Spectrum license, Sana Tel agrees to
follow all provisions of the Licence Agreement of which it is a part. If Sana
Tel operates in violation of this agreement, including its appendices, it may
incur financial penalties, cancellation of the license, and/or seizure of
equipment.
All Mobile Cellular Service Licensees must cooperate amicably with each other in
resolving spectrum interference problems among themselves, including but not
limited to co-channel and first-adjacent channel interference, by changing
channels and/or antenna polarizations used at specific cells or by other
technical means.
Microwave Radio Relay Links and Satellite Earth-Stations
Microwave radio relays and satellite earth-stations are essential for the Mobile
Cellular Service network operators to provide the necessary telecommunications
transmission links to interconnect various facilities and system within their
own network and with external networks. Licences for such systems will be made
available on request subject only to the requirements of frequency coordination
including the frequency plan for the microwave radio relay frequency bands
hereunder.
For interference protection and for purposes of good spectrum management, the
cellular operator must apply for a frequency assignment license for each
microwave radio relay link and for each satellite earth-station. The duration of
the licenses is the same as the mobile cellular services license. The licenses
shall be made available on non-discriminatory terms except that they are exempt
from all fees during the duration of the mobile cellular services license.
The following frequency plan is for the microwave radio relay frequency bands.
Exceptions to the plan such as the use of other frequency bands must be approved
and licensed by the Coalition Provisional Authority, and any such body which
presently exists or is hereinafter enacted that the Coalition Provisional
Authority may delegate any of its regulatory authority to prior to installation.
Mobile Cellular Service licensees must cooperate with each other and with other
operators of microwave radio relay systems to develop compatible
interference-free microwave radio relay systems. To eliminate interference,
operators may change antenna polarizations, use high-performance shrouded
antennas, or employ other technical means.
a- Licensees shall use 38 GHz for links with lengths of 4 Km or less:
i) Four consecutive radio channel pairs of 28 MHz bandwidths will be allotted in
the lowest part of the 38 GHz band.
ii) Up to two more channel pairs may be added if the operator can clearly
justify to the frequency regulator the need with fullest details.
iii) The operator will be given a free hand in how to subdivide
and use the allotted spectrum providing that full details of his frequency plan
is given to the Coalition Provisional Authority, and any such body which
presently exists or is hereinafter enacted that the Coalition Provisional
Authority may delegate any of its regulatory authority to including the
coordinates and frequency used in each site.
b- Licensee shall use 18 GHz for links with lengths between 4 and 20 Km:
i) Four consecutive radio channel pairs of 28 MHz bandwidths will be allotted in
the lowest part of the 18 GHz band.
ii) Up to two more channel pairs may be added if the operator can clearly
justify to the frequency regulator the need with fullest details.
iii) The operator will be given a free hand to subdivide and use the allotted
spectrum providing that full details of its frequency plan is given to the
Coalition Provisional Authority, and any such body which presently exists or is
hereinafter enacted that the Coalition Provisional Authority may delegate any of
its regulatory authority to including the frequency used in each site and the
site coordinates.
iv) Alternatively, if it is preferred by the operator, the same
arrangement can be given in the 23 GHz band instead of the 18 GHz band, but not
both.
c- Use 7 GHz for links with lengths of more than 20 Km:
i) Due to the extensive use of this band in various parts of the country,
assignments will be made on a case by case manner once the operator supplies the
details of the required links with coordinates of the sites and the required
link bandwidth in each case.
ii) The requested bandwidth should be fully justified by
showing traffic calculations for the current and foreseeable future needs.
iii) Assignments may be made in the lower or the upper 7 GHz band as available,
but all effort will be made to stick to the lower 7 GHz.
Dr. Daniel Sudnick
CPA Senior Adviser for Communications
Date:
Acknowledged for Sana Tel Telecommunication Co Ltd
Date:
Appendix 2
Mobile Cellular Service Coverage Area
This Mobile Cellular Service License is hereby issued authorizing Sana Tel to
exercise its authority to provide Mobile Cellular Services to the public in the
delineated geographic area in the map below, representing its service area as of
__ December 2003, and will not be permitted to expand its network or provide
Mobile Cellular Services beyond this area during the Term of this License
Agreement.
[MAP TO BE ATTACHED HERE]
THE AREA TO BE DELINEATED WILL LIKELY COVER THE AREA EXPANDING OUT APPROXIMATELY
100 KILOMETERS FROM THE CENTER OF THE CITY OF SULAYMANIYAH, BUT NOT INCLUDING
METROPOLITAN KIRKUK OR ARBIL.
:
to Iraqi Sovereignty.
