Proof of Concept Agreement
THIS AGREEMENT (the “Agreement”) signed on (insert date)
(“Effective Date”) by:
REDtone Telecommunications SDN BHD, a company duly organized
and existing under the laws of Malaysia (with registration number xxxxxxx),
having its registered place of business at Suite 22-30, 5th Floor, 101 Business
Park, 47000 Puchong Selangor, Malaysia
And,
CHEM FUEL CELL (M) SDN BHD, a company registered under the laws
of Malaysia with its principal place of business at No.33, Jalan 6/118C, Desa
Tun Razak, 58000 Kuala Lumpur, Malaysia
REDtone Telecommunications SDN BHD and CHEM FUEL CELL (M)
SDN BHD are referred to individually as “Party” and collectively as
“Parties”
RECITALS
WHEREAS, REDtone Telecommunications Sdn. Bhd., an integrated
telecommunications service provider catering to niche market segments.
REDtone has evolved from a voice provider to one that offers an extensive
range of services under 4 main categories namely; Telecommunications
Service, Managed Telecommunications Network Services, Managed Value
Added Services, and Mobile Services;
WHEREAS, CHEM FUEL CELL (M) SDN BHD (CHEM (M)), desires to
provide a proof of concept (POC) for the fuel cell, ME2Power Supply
System running with Methanol water and with the terms and conditions as
stated in this agreement.
WHEREAS, REDtone (REDtone) desires to conduct actual demonstration
(“Demo”) of ME2 POWER SYSTEM (“Equipment”) to provide renewable
energy source for its existing base transceiver station (“BTS”) at (…) site
(“Demo Site”);
WHEREAS, REDtone has selected CHEM FUEL CELL (M) SDN BHD to
conduct an equipment demonstration of its Equipment, for a period of thirty
(30) calendar days upon complete installation and commissioning of
Equipment at the Demo Site;
NOW THEREFORE, in consideration of the mutual covenants and
provisions contained herein, the Parties agree as follows:
1. Scope of Works and Responsibilities of Each Party
1.1 Responsibilities of the CHEM FUEL CELL (M) SDN BHD
1.1.1 The supply of the Equipment for demo purpose. The detailed
specification of the ME2 Power Supply System is attached in ANNEX
A: Detailed Specification of ME2 Power System.
1.1.2 To provide installation and commissioning of Equipment at REDtone
Demo Site.
1.1.3 To integrate all necessary equipment to conduct the agreed upon
Acceptance Test Procedure as attached in ANNEX D: Acceptance
Test Procedure for POC.
1.1.4 Dispatch its expert personnel to site to set up and activate the
equipment.
1.1.5 Provide project management support for orderly execution.
1.1.6 Provide qualified technical personnel to operate, log and monitor fuel
cell demo unit for a period of thirty (30) calendar days.
1.1.7 Ensure has no equipment and system or property of REDtone is
damaged or adversely affected as a result of this Demo activity.
1.1.8 Ensures that at its own full expense the proposed ME2 power supply
system shall not in any way affect REDtone network during installation
and the conduct of the Demo activity.
1.1.9 Ensure that the system, and software it supplies poses no safety
hazards to REDtone operation staff, its customers or any other persons.
1.1.10 Bears the cost of operation of the system, including the refueling cost
and the supplied Equipment during the period of the demo.
1.1.11 Inspect to ensure the integrity of the existing grounding system where
the equipment grounding will be connected.
1.2 Responsibilities of REDtone
1.2.1 Provision of site facilities such as sufficient space and proper site
grounding system were in place on site.
1.2.2 Assist in the provision of all supporting documents for CHEM FUEL
CELL (M) SDN BHD to obtain the required permits if needed for the
installation of the equipment, and pay for any incidental permit cost
and fees.
1.2.3 REDtone shall grant site access to CHEM FUEL CELL (M) SDN BHD
for installation, maintenance and other activities related to the
operation of the demo.
1.2.4 Except for the willful acts or omissions of REDtone personnel,
REDtone shall not be liable for any loss or damage to the
equipment/system during the demonstration period.
1.2.5 REDtone to assist with provision of an onsite facilities engineer or
technician during the installation and setting up of the equipment to
provide supervision as CHEM FUEL CELL (M) SDN BHD may need
REDtone’s assistance in identifying the existing grounding loop where
the equipment grounding should be connected.
1.2.6 REDtone shall provide personnel to accompany personnel from CHEM
FUEL CELL (M) SDN BHD for the commissioning and Acceptance Test
Procedure (ATP).
2 Terms and Conditions
2.1 The maximum power consumption of Equipment for each site shall not
exceed 2.5 kW.
2.2 Demo Period
The demonstration period shall be thirty (30) calendar days
commencing from CHEM FUEL CELL (M) SDN BHD written notice of
the completion of installation of the equipment.
2.2.1 The Demo Equipment shall be installed in REDtone BTS site located at
(…), free of charge for occupancy, which CHEM FUEL CELL (M) SDN
BHD will design based on the cell site requirements and specifications.
2.2.2 In the event that the said equipment and materials are functioning
properly and met the cell site requirements and specifications as well as
satisfy REDtone technical and commercial expectations (as attached in
ANNEX D: Acceptance Test Procedure for POC) within one
months (1 months) then REDtone agrees with CHEM FUEL CELL (M)
SDN BHD for a Commercial Deployment of total 39 sites shall be
immediately becomes effective per the quotation submitted as attached
in ANNEX C: Commercial Deployment Quotation.
2.2.3 Failure of CHEM FUEL CELL (M) SDN BHD to provide concrete result
based on agreed technical and commercial parameters, REDtone shall
assist in the removal and returning process of the Equipment to CHEM
FUEL CELL (M) SDN BHD without any charges.
2.2.4 Subsequent to the effective of REDtone enter into Commercial
Deployment agreement of the ME2 POWER SUPPLY SYSTEM to
CHEM FUEL CELL (M) SDN BHD, CHEM (M) are responsible for the
after sales support and warranty within the period of five (5) years from
the date of acceptance.
2.2.5 Payment shall be made in accordance to terms & conditions in
ANNEX B: Proof of Concept Quotation.
2.2.6 Ownership of equipment shall remain with CHEM FUEL CELL (M)
SDN BHD during and after the demo period.
2.3 Test Equipment
CHEM FUEL CELL (M) SDN BHD shall supply all testing instruments
and special tools to perform the demo, which are to be mutually agreed
by REDtone and CHEM FUEL CELL (M) SDN BHD prior to the
commencement of the demo. All such testing instrument and tools
shall remain the property of CHEM FUEL CELL (M) SDN BHD
2.4 CHEM has the right to change the specifications of the Equipment
without any prior notice to REDtone.
3 Price, Invoicing, Terms of Payment and Payment Schedule
3.1 If REDtone agrees to enter the commercial deployment, REDtone shall
pay the down payment in advance for project initiation to CHEM FUEL
CELL (M) SDN BHD as attached in ANNEX C: Commercial
Deployment Quotation.
3.2 REDtone shall pay CHEM FUEL CELL (M) SDN BHD for the
Equipment Leasing and Managed Energy Services supplied for 39 sites.
3.3 REDtone shall pay CHEM FUEL CELL (M) SDN BHD for the
Equipment Leasing and Managed Energy Services every quarter in
advance after the Acceptance Test Procedure for Commercial
Deployment as attached in ANNEX F: Acceptance Test Procedure
for Commercial Deployment (includes: Pre-Installation Site
Information Checklist, ME2POWER System Setup Checklist,
ME2POWER System Parameter Check List, ME2POWER Operation
Checklist and Remote communication test).
3.4 CHEM FUEL CELL (M) SDN BHD shall agree to provide Service Level
as attached in ANNEX E: Service Level.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement
through their respective authorized representatives as of the date written
above.
REDtone Telecommunications
SDN. BHD.
CHEM FUEL CELL (M) SDN
BHD
BY: ______________________ BY: ______________________
ANNEXES:
ANNEX A: Detailed Specification of ME2 Power System
ANNEX B: Proof of Concept Quotation
ANNEX C: Commercial Deployment Quotation
ANNEX D: Acceptance Test Procedure for POC
ANNEX E: Service Level
ANNEX F. Acceptance Test Procedure for Commercial Deployment
Annex A. Detailed Specification of ME2 Power Supply System
Rated Power 5kW
Operating Load 2.5kW
Voltage 48V DC
Voltage range 48~56V DC
Size (L*W*H) 1.35 X 1.15 X 1.76m
Case Material Aluminum Alloy
Weight (Fuel not
included)
295kg
Fuel Methanol water (ME
Plus)
Fuel Tank Capacity 225 L(±193kg)
Operating ambient
temperature
Standard type -5 ~ 46°C
Communication SNMPv2c, dry contact
and optional wireless
monitoring
Standard
Certification
CE, ANSI/CSA FC-1,
Telcordia GR-63-CORE
Seismic Zone 4
Operation time
(225L fuel tank)
2kW output rate 100 hrs,
or 5kW output rate 40
hrs
Noise index