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AGREEMENT OF MANAGEMENT OF NETWORK REMAIN TO CLOSED
NOMOR: /KO-KC/BM/ /2008

This agreement is made in Banda Aceh, on day .........................................date ........................................................ Month.........................Year two thousands eight ...............-.........-2008, by and between:

1. PT. KOETARADJA ONLINE, a founded limited liability according to and pursuant to Law State Republic Of Indonesia, domiciling in Banda Aceh, Street Darma Number 21C Sub-District Execute, District Of Kuta Alam, Town of Banda Aceh, in this matter represented by SAID TAUFIQ, in its capacities as Director, acting for and on behalf of PT. KOETARADJA ONLINE is hereinafter referred to as " First Party"; and.

2. ......................................., domiciling in .............................................................................................................. in this matter represented by ....................................................................................., in its capacities as Managing Director, acting for and on behalf of .............................. hereinafter referred to as " Second Party"

First Party and Second Party, are together referred as The Parties, in this case act in domiciling as above mentioned explain beforehand that:

1. First Party is a company running the effort as organizer of network of Internet Service.

2. Second Party mean to use service management of network of WIRELESS Service provided by First Party as First Party ready to give service activities of management of network remain to closed communications system to Second Party

NOW, THEREFORE, The Parties agree to make agreement concerning Remain to Closed of Management Network, hereinafter referred to as “Agreement" made and signed in Banda Aceh, by and between The Parties, with rules and conditions following:

Chapter 1
DEFINITION

1. The Agreement is what the meaning in this agreement following with all change and or its addition which made by The Parties;

2. Wireless is an network management remain to closed to through network of PT. Koetaradja Online between " point to point" and or " point multi to point" by using system designed by First Party and give service of digital communications Help Desk during 24 (twenty four) hours one day via email, telephone, mobile and 7 (seven) days a week;

3. System is designed communications network, provided, to be carried out and taken care by First Party, where all supply of System provided by First Party;

4. Terminal is communication means property of First Party, where consist of External Unit, which including but unlimited of Antenna;, radio frequency appliance (Frequency Equipment of Radio) and Unit Indoor, which including but unlimited modem , Multiplexer ( if needed) and cable and or other appliance according to requirement;

5. Location is place determined by Second Party for the location of Terminal installation and System by First Party;

6. Day is day in calendar.

7. Force Majeure is situation force which because of nature condition which beyond reach idea of human being like Earthquake, Waving Tsunami, Floods, Fire, hurí-hara, and others related to condition force

Chapter 2
OBLIGATION FIRST PARTY

1. For the management of Wireless Service First Party is obliged to:
a. Carrying out Wireless Service in location as which is mentioned in Chapter 6 section 1 and 2 following all its change and other Location to be determined later by Second Party and will be poured in one addendum, which constitute an inseparable part of this Agreement,
b. Preparing test-drive and installation (commissioning) communications equipments of Wireless Service of each Location and also give treatment / repair and conservancy,
c. The First Party found tower for the requirement of Wireless Service on the side of Second Party. All expense of need found tower fully become Second Party responsibility.
d. Giving guarantee repair for damage of Terminal and System, trouble which possible happened at service of Wireless Service, except which because of situation kahar ( Force Majeure), as which in intention in Chapter 10 in this agreement,
e. Providing and preparing all equipments, access and others which is needed referring to the mentioned above,
f. Giving suggestion, guidance and guide to people / party where responsible to operational control and System coordination.
g. Giving Service Level Agreement (SLA) equal to 99 %. If service do not reach 99 % because mistake of First Party, will be imposed by the expense of restitution with the following calculation: Total monthly expense / 1 month (30 days) x day total damage.

As long as the Levying Agreement of network between First Party with Second Party still go into effect and during Second Party do not impinge the provisions in Agreement, hence First Party guarantee that First Party will remain to give Wireless Service to Second Party.

2. In case of the First Party cannot fulfill its obligation pursuant to this Agreement, hence Second Party can take the following actions:
a. Deciding or terminating Agreement unilaterally and all unloading expense become First Party responsibility. All expense of monthly of Wireless Service which have been prepaid by Second Party is obliged to be returned by First Party for Second Party, lessened with amount of the expense of monthly of Wireless Service for days where have been weared for the duration of where is actual the First Party have given Wireless Service with proportional calculation; or.
b. Going on Agreement with obligation of First Party to pay penalty for Second Party with formulation as arranged in Chapter 8 section 3 in this agreement.

3. All facility is used by First Party becoming First Party responsibility if dealing with body authority;

Chapter 3
OBLIGATION OF Second Party

For installation of Terminal and of System, Second Party is obliged to:
1. Providing the technician to assist First Party in installation IFL Coaxial, AC Power, and Data of Connection (if needed);

2. Providing the followings:
a. Place or adequate room for External Unit, including rental place, fence and fondasi (if needed) provided that place / the room not in dangerous environment (such as: below/under tree, above easy floor collapse, at vehicle traffic or crowded human being, close with electric cable and tension place inviting thunder pouncing movement);
b. Link cable from peripheral of Second Party to its Terminal connector pursuant with decision where given by First Party;
c. Source of reliable alternating voltage with rule:
? Tension : 220-231 Volt,
? Energy : 1 KVA
? Ground : <4 Ohm
? Neutral Measurement to ground : <5 Volt

3. Conducting installation steps to avoid to damage, loss and or burning with the System and terminal property of First Party, and is obliged to pay or giving indemnation of damage, loss and or burnt of Terminal access or peripheral and System property of First Party have attached or reside in Location, resulted from by mistake, intention and negligence of Second Party, including but not limited to damage of Terminal and System because nothing fulfilled of section 4 in this Chapter.

4. Do not alter / changing / lessening / adding the Terminal and System which have been attached without written permit from the First Party;

5. All facility is used by the Second Party becoming the Second Party responsibility if dealing with body authority.

Chapter 4
DURATION AND TERMINATION OF AGREEMENT.

1. This agreement during 6 (six) months as according to effective date start from date of ............ Month ........ year...........and ending law on ............. month..............year.................;

2. One (1) months before terminating duration subscribe, the client is obliged to advise in writing to First Party for disconnection of service with signed News Decision by The Parties.

3. Rules level of tariff subscribe for the lengthening period after duration end of Wireless pertinent Service, earn in revising and if there are change of tariff, the First Party will advise to Second Party before ending duration of Wireless Service;

4. If the Second Party will decide Wireless Service unilaterally before ending duration of Wireless Service hence Second Party, Have to advise to writing at the latest 30 (thirty) days before to disconnection of WIRELESS Service and the Second Party, remain to hold responsible and is obliged to pay for the First Party all expense of monthly invoice of Wireless Service which have done;

5. The First Party is entitled to decide this Agreement if Second Party do not fulfill its obligation in this Agreement. After First Party give first level memoranda, second and last with grace period of each commemoration 14 (fourteen) days and in the case of that way, Second Party remain to hold responsible and obliged to pay for First Party all invoice of monthly Wireless Service expense which have done;

6. In this case of Agreement is decided / ending before Agreement duration, The Parties agree to overrule Chapter 1266 Civil Code;

Chapter 5
EXPENSE

1. Expense of becoming burden and responsibility Second Party. shall be as follows:
Expense of monthly of Wireless Service equal to Rp ................................................................................. (.................................................) Monthly rupiah or changes, have the including PPN 10% (ten) percent, where is obliged to be paid for First Party at the latest 10 days after accepting invoice and every 10 (ten) date per month;
a. Expense of installation and unloading return Terminal and System referring to evacuation of Terminal and the System which have been attached in a new Location is determined by Second Party which level of in agreeing on pursuant to expense of utilized expenditure;
b. All payment of invoice expense and or addition of[is expense of addressed to:
The Party which in showing by PT. KOETARADJA ONLINE taking bank roll in Office Second Party or transfer of passing account,
Account : ...............................
No : ...................................
Bank : ................................
Office of Branch Street..................................Banda Aceh.
c. If Second Party have conducted payment, hence Second Party must be deliver duplicate payment voucher or voucher of transfer for First Party immediately after Second Party do payment and First Party come to the office of Second Party to ask and take transfer voucher;
d. The Second Party obliged to pay for First Party costs invoices to repair or change Terminal access or peripheral and damage System of First Party, lose or burnt which is attached or reside in Location which because of mistake or negligence of Second Party, at least 10 days after accepting invoice;
e. If on the day later happened change of expense of Wireless Service caused by change of expense usage Link Data of specified by PT. Koetaradja Online, hence Second Party is obliged to paying for change of monthly expense of Wireless Service determined by First Party as according to expense of Wireless Service at that moment with notification at the latest 1 Month before the happening of change of the expense and the during The Parties will discuss and make agreement of new price, which if not happened agreement of price until 1 month, hence Second Party can decide Agreement and Second Party remain to hold responsible and obliged to pay for First Party all expense and arising out invoice and represent obligation of Second Party pursuant to Agreement.

Chapter 6
LOCATION INSTALLATION of WIRELESS Service

Location installation of Wireless Service is:
1. Installation location is ......................................................................... ....................................................................................................................................................................

2. Configuration of Wireless Service with capacities …….. Kbps with comparison 1:1

Chappter 7
SANCTION

1. When Second Party neglect its obligation to pay for the expense of WIRELESS Service as arranged in Agreement, hence Second Party will be sanctioned in the form of :

a. Disconnection for a moment links of wireless Service if Second Party do not fulfill payment of expense on schedule payment as arranged in Chapter 5 section 1 and the Service wireless can be continued again immediately after Second Party finish all expense billed by First Party; or.

b. Repeal of peripheral of Service wireless followed by disconnection of Service wireless, if remain pay off do not be done during 15 (fifteen) days after the last written notice where given by First Party.

Chapter 8
TROUBLE OF TERMINAL AND SYSTEM

1. If Terminal and system have damage and trouble so that cannot be used, so Second Party can report pass the telephone to First Party that will give repair guidance through telephone during at the latest 2 hours after notification of Second Party

2. If repair cannot be done with guidance repair through telephone so First Party will come to do repair of damage and the trouble on approval Second Party with rule :
a. During at the latest 1 hour, while in the event of him among at 21.00 WIB until 06.00 WIB during at the latest 2 hours, with repair guarantee during at the latest 1 hour since location technician arriving, except if there are external factor which do not enable to be conducted by to repair.
b. If damage happened on Sunday and national holiday so the First Party will come to do repair on next activity when as referred to in section 2a this chapter.

3. If First Party cannot attend or lose time to come to do repair of damage and trouble within as referred at above, it caused by mistake and or negligence of First Party, so for every absence time or delay of First Party will give restitution or compensation in the form of amputation to expense of monthly of WIRELESS Service, which level calculated pursuant to formula:

The monthly WIRELESS cost discount = BxW
720

As follows:
B = The monthly WIRELESS Service cost
W = Time (hour) the delay for repair the Terminal and the system in 1(one) month
720 = The total of hours in 30 (thirty) days or 1 (one) the month

4. Second Party free First Party from all demand of damage or loss of Second Party which cause of damage and Terminal trouble and System belong to First Party, apart from compensation that was determined in section 3 this Chapter.

5. The trouble which cannot be considered to be cause annoyed of and breaking of service of WIRELESS Service is:
a. The trouble or performance from every facility or equipments, to be operated or provided by Second Party
b. The mistake, negligence or the failure acted from the Second Party;
c. During duration needed by First Party doing "maintenance" with previous notification to Second Party;
d. Other causes of arising out because Force Majeure as arranged in Chapter 10 this Agreement.

Chapter 9
THE MAINTENANCE

1. WIRELESS Service including also the maintenance are full for spare parts during going into the Agreement;

First Party was obliged to repair or change the hardware without expense for every damage or trouble that happened of WIRELESS Service which non cause of intention or negligence the Second Party with expense of accommodation and transportation caused by repair or replacement of hardware in the Terminal full responsibility by First Party and outside Second Party responsibility

Chapter 10
FORCE MAJEURE

1. The parties is not responsible or cannot be claimed for every failure or delay in execution of Agreement, either through the direct and also indirect, which resulted from existing situations or causes outside conducting and its ability, including but do not limited for every regulation, instruction or command by every departmental or governmental institution or its post or related to them, trouble on space, natural disaster, burning, floods, hurricane, strike, embargo, war ( expressed and also not be expressed), incursion ( invasion), public action hostility, rebellion, revolution, maker, riot, terrorism, epidemic, what is shortly referred as " Force Majeure"

2. If cause Force Majeure or law and regulation of republic government of Indonesia result one of the parties cannot execute its obligation according to Agreement, so the party have to inform other party in writing regarding the situations during 14 ( fourteen) days after the Force Majeure happening by enclosing formal Letter Statement of local authority concerning situation of Force Majeure.

3. After the force Majeure finish, the party experiencing of the force majeure have to execute again its obligations delaying

Chapter 11
NOTIFICATION

1. For sending letters, notifications and other documents to each party is addressed to
a. PT. Koetaradja Online
Jl. Darma No. 21c Kel. Laksana – Banda Aceh
Telp. (0651) 635690

2. If there is any changing and or to the phone number, it must be informed immediately to the other parties by post or fax

3. Each notification due to agreement will be legitimately accepted when it is received directly by the person and it will begin 10 days since the receiving date letter or phone confirmation

Chapter 12
GUARANTEE AND ACKNOWLEDGMENT

1. The first party gives guarantee to the second party that the system and terminal are truly belong to the first party and gives the second party freedom from any disturbances and the demand of the third party.

2. The second party admits that the system and terminal which are installed in the location truly belong to the first party

3. The second party guarantees that if the agreement ended by any circumstances then the system and the terminal which are installed in the location can be taken back by the first party without any obstacle and demand from the second party and the third party.

Chapter 13
SOLUTION OF PROBLEMS

1. On each problem that possibly emerged in connection with the existence of this agreement and or with the implementation will be done through a discussion.

2. If the discussion could not be reached then the parties will chose the general legal place of residence and continue to stay in the Clerk Of The Court's office where the first party’s territory is included by the law.

Chapter 14
EFFECT OF CHANGE OF OWNERSHIP, MERGER OR DISBANDMENT

1. The Parties have to immediately advise to other party about change of ownership, merger or disbandment of each company which influence execution of this agreement;

2. The Parties guarantee in the case of change of ownership, merger or disbandment of its company, all its pursuant to this agreement will fulfill or taken over entirely by company which be changing or obtaining all rights and obligations.

Chapter 15
SECRETS

1. The Parties agree that all content of this Agreement, following addition and change have to be treated in secret (confidential), therefore no data or other information referring to this agreement will be advised to third party of wherever without beforehand get written permission of other party;

2. The Parties agree to treat data and or other information which each other commuting for a secret and therefore will not leak data and or the information either partly and also entirely to third party of wherever without beforehand get written permission of other party.

Chapter 16
RULE OF COVER

1. Things which not yet or not enough arranged in this agreement will be arranged later on the basis of agreement of The Parties and will be poured in an Addendum to constitute an inseparable part of this Agreement ;

2. All condition and provisions in this Agreement and also in Additional Agreement ( Addendum) and also its enclosures represent part of which cannot be separated from this Agreement, therefore have same legal force fastening like this Agreement

3. The titles in this Agreement are to amenity solely and will not influence its interpretation.

The above is true this agreement made original in 2 (two) copies, each is of equal it is sound and seal enough, 1 (one) for the first parties of second parties and the two having same legal force and also in signing by the parties in place and the date of as contained in this agreement, in a state of really condition, corporeal healthy and is spiritual each parties without such existence of constraint element from parties also.