MCT.ni.021 General Conditions for Providing Services _June 2011

8/11/2019 MCT.ni.021 General Conditions for Providing Services _June 2011

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GENERAL CONDITIONS FOR THE PROVISIONOF SERVICES TO

TELEFNICA, S.A.,AND COMPANIES IN ITS GROUP PAGE 1 of 33

INFORMATION OWNED BY TELEFONICA S.A.

All rights reserved

MCT.NI.021

GENERAL CONDITIONS FORTHE PROVISION OF SERVICES

TO TELEFNICA, S.A.,AND COMPANIES IN ITS GROUP


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1.SCOPE OF APPLICATION AND PARTIES

1.1. SCOPE OF APPLICATION

This document contains the General Conditions that Telefnica S.A. andthe Companies in its Group(hereinafter Telefnica) for the procurementof services, inasmuch as they are not substituted by other subsequent ones.

Provision of services is defined, for the purposes of this invitation to tender,the carrying out of any activities, including the execution of work, at therequest ofTelefnicaby one or several Contractors.

Notwithstanding the above, in the event of a discrepancy, the SpecificConditions for the provision of services (hereinafter SPECIFICCONDITIONS), as well as other contractual documentation correspondingto the contracting of a determined service will prevail, according to theirorder of priority, over these GENERAL CONDITIONS.

1.2. PARTIES

Telefnica:

As has been stated, by this name we refer to TelefnicaS.A. or any of thecompanies in the Telefnica Group.

For the above, a Telefnica Group company is understood to mean one inwhich TelefnicaS.A., whether directly or through another company in theTelefnica Group:

a) Possesses more than 50% of share capital, or

b) Has the right to appoint or remove the majority of members of theadministrative body, or can dispose of the majority of the voting rightspursuant to agreements reached with other shareholders or

c) Controls management of the results of rights, agreements or other meansthat confer the possibility of exercising a decisive influence over the activitiesof the company.


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Contractor:

Contractor is understood to mean a legal entity or physical person, legallyincorporated according to law that, pursuant to the Contract drawn up as perCondition 4, assumes vis a vis Telefnica all the rights and obligationsderiving from the Contract.

Unless agreed to the contrary, when one or more legal entities or physicalpersons contract the same service with Telefnica, they will be jointly andseverally bound, regardless of any possible agreements signed betweenthem.

The Contractor shall inform Telefnica of the name of the person orpersons designated to represent it, with sufficient power and capacity tomeet contractual obligations, providing certifying documentation to this end.

The Contractormust have capacity to work and be economically solvent,with sufficient financial, technical and professional resources, in the

judgement of Telefnicawhich may, at any time, request accreditation ofthese elements.

Nevertheless, physical persons or legal entities may not contract Telefnicaif they fall within the following circumstances:

a) If they have been condemned by a definitive ruling for the crime ofunlawful association, corruption in international economic dealings,nepotism, bribery, fraud and illegal levies, crimes against the tax and socialsecurity authorities, crimes against the rights of employees, embezzlementand handling stolen goods and similar conduct, crimes relating to theprotection of the environment or special prohibition from working in a specificfield, position, industry or trade. The prohibition on contracting covers legalentities whose directors or representatives, serving, fall within one of theaforementioned situations due to actions carried out on behalf of or

benefitting said legal entities, or where the conditions, qualities orrelationships required by the corresponding crime are met, as a result ofbeing the active subject of same.

b) If they have filed for a creditors agreement, having been declaredinsolvent in any procedure, been declared bankrupt, subject to legalintervention or have been declared incapable pursuant to Law 22/2003, of 9July (RCL 2003, 1748) , Bankruptcy, without the incapacity period fixed inthe bankruptcy ruling having concluded.


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c) If executive proceedings or preventative seizure actions or otherprecautionary measures have been brought against it that show financial

difficulties in properly meeting its obligations.

d) If they have been sanctioned, definitively, for a serious violation of marketdiscipline, in professional matters or in respect of labour integration orequality of opportunities, and non discrimination against the disabled, or forextremely serious infractions in social matters, including infractions relatingto the prevention of workplace risks, as per the amended text of the law oninfractions and sanctions of social order, approved by Royal LegislativeDecree 5/2000, of 4 August (RCL 2000, 1804, 2136) , or in environmentalmatters, as per that set forth in Royal Legislative Decree 1302/1986, of 28June (RCL 1986, 2113) , Assessment of Environmental Impact in Law

22/1988, of 28 July (RCL 1988, 1642) , of coasts; in Law 4/1989, of 27March (RCL 1989, 660) , on the conservation of natural spaces andwoodland flora and fauna; in Law 11/1997, of 24 April (RCL 1997, 1007) , onpackaging and packaging waste; in Law 10/1998, of 21 April (RCL 1998,1028) , on waste; in the amended text on the Law on Waters, approvedby Royal Legislative Decree 1/2001, of 20 July (RCL 2001, 1824, 2906) ,and in Law 16/2002, of 1 July (RCL 2002, 1664) , on the integratedprevention and control of contamination.

e) If not up to date with compliance with tax or social security obligationsimposed by current regulations.

f) The Contractor is not registered on the requisite official registers accordingto the purpose of the project or service contracted.

Likewise, a Contractor will be deemed to fall within one of the abovecauses when same are a member of its parent company, another companyin the same corporate grouping, or any union or grouping of companies thatforms part of the Contractor,or any of its providers or sub contractors thathas an important role in the fulfilment of the contracts included in the scopeof application of this document. Should any of these circumstances arise

during the contractual relationship; this could be grounds for cancellation ofthe contract.

2. INVITATION TO TENDER

Telefnica will determine in the INVITATION TO TENDER the SPECIFICCONDITIONS or supplementary requirements to these GENERALCONDITIONS


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The technical, commercial and economic requirements associated therewith(SPECIFICATIONS), when specified, will be provided at the time of the

INVITATION TO TENDER, and will form part of the SPECIFIC CONDITIONS.

3. BIDS

3.1. REQUIREMENTS

The submission of bids by the Contractordoes not imply any obligation toenter into a contract by Telefnica.

Bids must have a minimum validity of:

3 months when services are intended for Spain or Chile.

2 months when services are intended for Peru

That specified in the corresponding bid template, when services areintended for Argentina.

1 month when services are intended for Brazil.

The services offered must comply with the characteristics requested.

If there are any variations vis vis the requested characteristics, these mustbe described explicitly in the bid.

In any event, Telefnica reserves the right to reject those bids that, in anyaspects, do not comply with that defined in the SPECIFIC CONDITIONSand, as applicable, in the SPECIFICATIONS, without this granting theContractor any right to a claim or compensation whatsoever.

3.2. BID PRICES

The Contractor must be aware, when it is drawing up its bid, the fact thatTelefnica reserves the right to make a partial award; in these cases, theSPECIFIC CONDITIONS, and for indicative purposes, will indicate thesections into which the total service may be divided when being adjudicated.

As for the bid price, it is also necessary to take into account that set forth incondition 12 of these specifications, insofar as they regulate the "ContractPrice".


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4. FORMALISATION OF THE CONTRACT

The contract for the provision of services will be formalised when Telefnicasends the Contractor an AWARD LETTER which, with respect to theContractors bid, may be partial or total.

When the nature or amount of the service makes it advisable, Telefnica mayadd to the aforementioned AWARD LETTER a CONTRACT FORMALISATIONDOCUMENT (hereinafter both documents will be referred to jointly and/orseparately as the "Contract").

THE CONTRACT FORMALISATION DOCUMENT will formalise, as applicable,

according to the format provided to the Contractor, and must by signed bysame on the date requested to this end; a mandatory condition, when this hasbeen established, is that the definitive personal guarantee referred to incondition 5.2 "Definitive Bond" of these general conditions has first beenconstituted.

Once said deadline has passed without the CONTRACT FORMALISATIONhaving been signed for a cause imputable to the Contractor,Telefnicamayrevoke the award and claim from the PROVIDER compensation for thedamages that may have been incurred, and/or keep the provisional bond given,as applicable, by the Contractor.

The contracts signed by Telefnica, which are subject to the scope ofapplication of this document, will be governed pursuant to the numbering andorder of priority established below:

First: By the terms of the Service Requests (if this is the form of executingservices).

Second: By the stipulations of the contract itself.

Third: By the corresponding Specific Conditions and Specifications applicable(associated Technical, commercial and economic requirements that, asapplicable, are attached as appendices to said Specific Conditions).

Fourth: By this document (General Conditions).

Fifth: By the bid submitted by the Contractor.

Any content of the bid that turns out to be, fully or partially, contradictory orwhich deviates from that established in other contractual document will,


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therefore, lack any legal value and effect whatsoever. Said consideration willapply to all those conditions included in said bid that pertain to matters not

regulated in the other contractual documentation, unless Telefnica expresslyauthorises, in writing, inclusion in the contract.

The documentation referred to in the five points above will be deemedcontractual documentation.

Sixth: By Private Legal Arrangements, in all areas not expressly agreed in theaforementioned documents.

Unless expressly agreed to the contrary, the submission of the correspondingbid by the Contractor implies the acceptance of the conditions established

herein and, as applicable, the SPECIFIC CONDITIONS or associated technical,commercial and economic requirements associated therewith.

The Contractormay not claim, under any circumstances, to justify the breachof its obligations, lack of awareness of the aforementioned documents, whichare considered integral parts of the contract, or any other supranational, state,autonomous or local regulations that may be applicable.

Bids not responded to within the deadline indicated in the SPECIFICCONDITIONS or, failing this, within a three month deadline, will be consideredrejected.

5. GUARANTEES

5.1. PROVISIONAL BOND

When submitting the bid, Telefnicamay ask the Contractorto constitute aProvisional Bond, via bank guarantee or a guarantee from an insurancecompany of acknowledged prestige, for the sum determined in theSPECIFIC CONDITIONS, to respond for any damage and detriment thatmay be caused to Telefnica due to the failure to formalise the contract

within the deadline established for a cause imputable to the Contractor. Theprovision of this provisional bond does not imply that the liabilities that maybe incurred by the Contractor for this cause are limited to its amount orvalidity period, and is only a means of facilitating the effectiveness of same.

Lack of presentation of the Provisional Guarantee in the required termimplies the exclusion of the Contractorin the tender process, and the lattercannot claim from Telefnica for damages as a result.


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Said Provisional Bond will be returned by Telefnica to the Contractor at themoment the definitive bond is established as per the following points.

5.2. DEFINITIVE BOND

When thus established in the SPECIFIC CONDITIONS, the Contractor,when signing the CONTRACT FORMALISATION DOCUMENT, or within 10days of submission of the AWARD LETTER, if the above document is notformalised, will set up a Definitive bond, via bank guarantee or a guaranteefrom an insurance company of acknowledged prestige, for the sumdetermined in the corresponding SPECIFIC CONDITIONS, to ensurecompliance with all the obligations deriving from same and, among them,payment of any penalties that cannot be deducted from the sums incurred

by Telefnica, for the repairs or substitutions made by the Contractorpursuant to its guarantee obligation, compensation for damage anddetriment caused to same for any breach of the contract or delay in itsfulfilment, and compensation for damage and detriment that, in executingthe contract, is caused to third parties and claimed or required by them fromTelefnica.

Said amount will be unchangeable during the validity of the Contract, unlessthe amount envisaged for the following years of contract validity areincreased vis vis that envisaged for the first year, in which case theamount of the bond provided may also be increased, at the request ofTelefnica.

The non-establishment of the Final Guarantee within the prescribed periodshall be sufficient cause for the termination of the Contract.

The provision of this bond does not imply that the liabilities that may beincurred by the Contractor for this cause are limited to its amount or validityperiod, and is only a means of facilitating the effectiveness of same.

The Contractor will lose the amount of the bond in the event of cancellation

of the contract, as a consequence of the breach of its obligations undertakenon its part.

Once the Contract has come to an end, the bond will remain in force for aperiod of 12 months unless a longer period is established in the SPECIFICCONDITIONS or in the CONTRACT, and will be cancelled, subject to writtenauthorisation from Telefnica, once settlement has been reached betweenthe parties, and as long as there is pending liability or claim againstTelefnica, or the Contractor from its employees, providers or third partiesin general and, in particular, for the purposes of covering any joint and


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several liability in salary and social security matters that may derive from abreach by the Contractor of its obligations as an employer. Notwithstanding

the above, In this case, the amount of the definitive bond may be reduced bythe quantity that, in the opinion of Telefnica, is sufficient to meet anypending claims.

In any case, the final deposit and guarantee shall be required to remain inforce while there is an obligation for the guarantee contained in Condition6.6.4.

The bonds that the Contractor must submit will not accrue any interestwhatsoever, will be at first request and expressly waive the benefits ofexcussion and division. Said guarantees will be constituted according to the

model established by Telefnica and must be backed by the competentTelefnica unit.

6. CONDITIONS FOR THE PROVISION OF SERVICES

6.1. GENERAL CONDITIONS:

6.1.1.- The provision of services, subject to the scope of application of thesespecifications on the part of the Contractor, comprises all the operationsdescribed in the corresponding SPECIFIC CONDITIONS, and in thetechnical, commercial and economic requirements associated therewith,necessary for the proper execution of the contract, which will comply withthe instructions that Telefnica gives to the Contractor, within theframework of the services contracted, without it being able to demand anyprice increase.

6.1.2.- Pursuant to the above, and for merely indicative purposes, nondeclaratory or limiting and, unless the SPECIFIC CONDITIONS establishotherwise, the contractor is responsible for:

1.- The provision of all materials, equipment, utensils, tools, machinery,

methods and auxiliary resources that are necessary and adequate forthe provision of services subject to the scope of application of thesespecifications, fully bearing liability in the event of insufficiency orimperfection pertaining to same, as well as their transport to the placethe services are to be provided.

2.- The physical preparation and execution of any operations, worksand, as applicable, tests and trials required by the services contracted.


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Notwithstanding the above, Telefnica may verify the suitability of theservices agreed, as well as request the execution of additional tests.

6.2. PLANNING OF ENVIRONMENTAL SERVICES

6.2.1.- Prior to commencing its activities, Telefnicaand the Contractorwill determine the schedule and timetable for the provision of services.Any modification to same must be expressly authorised by Telefnica.

6.2.2.- For the correct and satisfactory provision of services included inthe scope of application of these specifications, the Contractorundertakes to provide sufficient personnel specialised in the type of

services that, in each case, is involved.

6.2.3.- The Contractor will not have the right to claim any economiccompensation whatsoever, in the event that any official provision orcollective agreement cuts the normal weekly working hours, orestablishes a special regime for night, Saturday or holiday work.

6.2.4.-Telefnica reserves the right to vary the schedule and timetableestablished for the provision of services contracted due to circumstancesintervening, act of God or force majeure.

6.3. USE OF TELEFNICA ASSETS

6.3.1.- The Contractor may only use those Telefnicaassets that arenecessary for the carrying out of the contracted services, subject toexpress authorisation by it, and under the conditions set forth in saidauthorisation, and strictly subject to the instructions that, to this end, itreceives fromTelefnica.

6.3.2.- In this respect, the Contractor is obligated to carry out,exclusively on its own behalf and cost, the work necessary for themaintenance and supervision of such assets, during the period of use ofsame, and their proper return once use has ceased.

6.4. DEADLINES

6.4.1.- The Contractorwill be obligated to comply with each and everydeadline fixed in the SPECIFIC CONDITIONS and the associatedtechnical, commercial and economic requirements, in the provision of


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services included in the scope of application of these specifications, andpartial deadlines for the successive provision of services and, in any

event, the deadlines fixed for the total provision of same.

6.4.2.- The agreed execution deadlines may not be extended, so nodelays are accepted, except for reasons imputable to Telefnica andexpressly recognised by it, for causes of force majeure as defined inCommon Legal Regulations, or because the SPECIFIC CONDITIONSthus expressly establishes this.

For the delay determined as a result of the causes referred to above tobe taken into consideration, it is a mandatory requirement that itscommencement and completion be notified in writing to Telefnica by

the Contractor, when they occur.

6.5. ACCESS TO TELEFNICA FACILITIES AND SYSTEMS

6.5.1.- Access to faci lit ies

6.5.1.1. In the event that, for the provision of the SERVICE, personnel ofthe Contractor require access to the premises and buildings where thefacilities and equipment of Telefnica are located, said access will becarried out using the card that Telefnicasupplies to this end, and withthe sole purpose of carrying out the tasks that correspondEXCLUSIVELY to the facilities and equipment of Telefnica.

6.5.1.2.-Once the work has been carried out, personnel of theContractor will leave the premises, it being prohibited to use said accesscard to carry out work or repairs on third party equipment or facilitiesfound in the premises of Telefnica.

6.5.1.3.-Should any personnel of the Contractor breach that set forth inthe above point, and use access to the premises or building to carry outother work or activities other than in compliance with the obligations

corresponding to them in execution of this agreement, Telefnica willconsider this fact as a serious breach and may choose to withdraw theaccess card from the Contractor, or cancel the contract on thesegrounds, with the loss of the personal guarantee provided by theContractor for the execution of the contract. All of this is withoutprejudice to the right of Telefnica to bring any civil or criminal actionson such grounds.


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6.5.1.4.-The Contractor is obligated to inform its personnel, its ownemployees and any sub contractors, as applicable, of that set forth

above.

6.5.2. Access to Systems

6.5.2.1. If during the course of its provision of the SERVICE theContractor needs to gain access to the Telefnica systems, suchaccess, irrespective of the obligations to be assumed in Data Protectionmatters, should rigorously comply with all the guidelines and instructionsfor access to its IT systems established at any given time by Telefnica.

6.5.2.2. Telefnica shall notify the Contractor in writing of said

guidelines and instructions prior to commencing provision of theSERVICE and the Contractor shall be required to acknowledge receiptof said instructions.

6.5.2.3. The Contractor expressly undertakes to communicate, informand ensure its employees or sub-contractors compliance, if appropriate,with the guidelines and instructions for use of the Telefnica systems,and it shall be held liable to Telefnica in the event of any non-compliance.

6.5.2.4. Telefnica reserves the right to amend or substitute saidguidelines and instructions, in which case it shall notify the Contractor ofany new guidelines or instructions to be fulfilled.

6.5.2.5. Non-compliance with these guidelines and instructions for use ofthe IT systems shall be deemed sufficient grounds for Telefnica toproceed to termination of the Contract and to claim compensation fromthe Contractor for any damages caused.

6.6. GUARANTEES

6.6.1.- The ContractorguaranteesTelefnicathat it will properly providethe services contracted, pursuant to all that agreed in these GeneralConditions, the SPECIFIC CONDITIONS or associated technical,commercial and economic requirements associate therewith, subject inany event to supranational, national, autonomous or local regulations,enforceable requirements and best practice.

6.6.2.- To effectively comply with its guarantee, and in the event that theservices have not been properly provided, Telefnica has the right todemand that the Contractorproperly provide same, within the deadline


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indicated, and in the form that is the least detrimental or disrupting toTelefnica, the Contractorhaving to, when this is not possible, repay

the price collected, likewise bearing the costs that may arise due to thebreach.

6.6.3.- If the Contractor does not comply with its guarantee obligation ingood time, or does not meet it within the agreed deadline, as applicableto it, Telefnica may do so on its own behalf or via third parties at thecost of the Contractor. It will also be obligated to compensateTelefnicafor any damage and detriment caused.

6.6.4.- The services from the completion date of its service toTelefnicawill have a guarantee period of no less than 24 months, except when

other deadlines have been requested in the SPECIFIC CONDITIONS.

6.6.5.- The passing of the guarantee period does not discharge theContractor from any liability for hidden defects or faults or any liabilityenforceable pursuant to law.

6.7. TELEFNICAS INSPECTION RIGHTS

Telefnicamay inspect, through the corresponding audit process, at anytime during the contractual term, itself or via a third party, compliance ofall of the Contractors obligations, without said inspection exoneratingthe Contractor from the exclusive liability incumbent on it, and withoutbeing able to refuse the inspectors designated by Telefnica who arestrictly bound by professional secrecy.

6.8. PENALTIES

6.8.1.- Telefnicais expressly authorised to directly oversee the meetingby the Contractor of all obligations deriving from the contract and, to this

end, the Contractorwill always provide Telefnicawith all documentsand details requested from it, and provide evidence of compliance withthe aforementioned regulations. In the event of a breach of same,Telefnicamay alternatively agree the execution of the guarantee or notmake the payments owed to the Contractor, until fully complied with,without prejudice to the right of Telefnica to unilaterally cancel thecontract as per these specifications.

6.8.2.- The breach by the Contractor of the total or partial deadlinesfixed for the execution of the contracted work will give rise to a penalty,


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subject to the form and conditions that, as applicable, are established inthe SPECIFIC CONDITIONS.

6.8.3.- Any penalties established in the contract will be automatic innature and may be applied by Telefnicaand accrue without the needfor a prior request to the Contractor.

6.8.4.- If penalties are imposed, pursuant to that set forth in theSPECIFIC CONDITIONS, these will have a strictly punitive function, andwill not exclude the right of Telefnica to be compensated by theContractorfor any damage caused.

7. CESSION AND SUBCONTRACTING

7.1Generally, and unless with the express and written authorisation ofTelefnica, the Contractor is prohibited from the total or partial transferof the contract. So that the total or partial transfer of the contract is valid,the prior written authorisation of Telefnica is necessary, in which casesaid authorisation will establish the terms and conditions applicable to thetransfer.

7.2.The subcontracting of tasks by the Contractor will require the priorand express authorisation of Telefnica.

Should said subcontracting be authorised, the Contractor is jointly liablewith the sub contractor for the tasks entrusted to it.

In this respect, any mention to the obligations or liability of theContractor throughout this document, should the action giving rise tosaid liability be sub contracted, may cover, in respect of said joint liability,both the Contractor and the sub contractor, and said mentions must beunderstood in such terms,

By virtue of the above, in the event of a validly established sub contract,the Contractor undertakes to pass on to the sub contractor theobligations that, affecting the sub contractor, are imposed in thisdocument. The breach of said obligation does not exempt either theContractor or the sub contractor from the exact and faithful compliancewith the obligations deriving from the contract.

Furthermore, the Contractorwill jointly and severally undertake, vis visTelefnica, and with its own sub contractor, the obligation to respond for


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each and every one of the labour or social obligations deriving from theservice, and those pertaining to confidentiality, the duty of secrecy and

security measures to be adopted in respect of personal data.

Pursuant to article 42 of on the status of employers, the Contractor mustcheck that said sub contractors are up to date with the social securitypayments of their employees, and to this end will provide in writing, withthe identification of the company concerned, a certificate showing thatthey are up to date with any obligations to the Social Security GeneralTreasury, duplicates of which must be provided to Telefnica.

Telefnica reserves the right to check the facilities and quality assurancesystems of the sub contractor, applying that indicated in these

specifications.

7.3.Telefnica may transfer, fully or partially, the rights and obligationsarising from the contract to another company in the TelefnicaGroup asdefined in Condition 1.2 above), without the contractor having a right todemand any indemnity or compensation whatsoever. Notwithstanding theabove, for said transfer to have effect vis vis the Contractor, this mustbe notified beforehand by Telefnica.

8. LICENCES, PERMITS AND OTHER EXPENSES DERIVING FROM THECONTRACT

The Contractor is solely liable for requesting, processing, managing andobtaining, exclusively on its own behalf and cost, any permits, licences andauthorisations necessary for the execution of the contract. Likewise, it will beresponsible for obtaining import licences, customs duties and any otherexpenses that arise and are necessary.

In any event, the Contractorwill respond directly vis vis Telefnica for any

claims that may be substantiated vis vis Telefnica, as a consequence of thefailure on its part to get the permits, licences and authorisations necessary orthe non payment of the fees and expenses cited.

Unless agreed to the contrary, the Contractor is obligated to meet any costsderiving from the execution of the contract, including formalisation costs, in theevent that the contract is to be recorded as a public document.


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9. CONFIDENTIALITY AND PROTECTION OF PERSONAL DATA

9.1 CONFIDENTIALITY

Confidential information is all information that may be disclosed by word ofmouth, in writing or by any other media or format, tangible or intangible,currently known or which is invented in the future, and exchanged as aconsequence of the contract. Purely by way of example, confidentialinformation is, as well as the contract, any discoveries, concepts, ideas,know-how, techniques, designs, drawings, drafts, reports, contracts,documents, diagrams, models, samples, databases of any type, as well asany information relating to financial, commercial, technical and/or industrial

aspects of the TelefnicaGroup.

The Contractor is obligated, during and after the validity of the contract, totreat all the information handled, and to which it has access, including thecontract, the information that Telefnicaprovides it, as well as that obtainedin executing the contract, as strictly confidential, fulfilling the followingobligations:

1.- Using the confidential information solely for the purpose of thecontract.2.- Enabling access to the confidential information solely to thoseemployees that, providing their services for the Contractor, require theinformation to carry out their contractual responsibilities, and for which theuse of this information is strictly necessary.3.-Keeping all confidential information it handles as a consequence of thecontract secret.4.- Keeping the confidential information in areas of restricted access,keeping same, at all times, separate from the confidential material of thirdparties, and for the purposes of avoiding any type of mixture or confusion.5.-Having resources and procedures to prevent the loss of information,informing the other party of any filtration of information that they have/

become aware of, occurring as a result of the disloyalty of persons whohad access to the confidential information, it being understood that thiscommunication will not exempt the Contractor from any liability, but if itdoes not comply, this will give rise to any liabilities deriving from saidomission in particular.6.-Limiting the use of the confidential information exchanged between theparties to that strictly necessary for meeting the contractual purpose, theContractor assuming responsibility for any use other than this, by it or itsemployees that have been allowed access to the confidential information.The contract does not imply, under any circumstances, the granting of


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permission or express or implicit rights for the use of patents, licences orcopyright owned by the party which discloses the information.

Without prejudice to the obligations imposed by legal regulations and/orassumed by the party which receives the confidential information, theconfidentiality obligations referred to above will not apply to the informationthat the recipient party can demonstrate:

a) That is was in the public domain at the time of disclosure.b)That, after having been disclosed, it was published or, in any other

way, falls into the public domain, without a breach of theconfidentiality obligation by the party that receives said information.

c) That at the time of disclosure, the recipient party was already in

possession of same by lawful means, or had a legal right to accesssame.

d) That it had prior written consent from the other party to disclose theinformation.

e) That it was requested, pursuant to current law, by competentadministrative or judicial authorities that are required to rule on totalor partial aspects of same, in which case the party required makingthe submission must inform the other prior to this taking place.

Should the Contractor be required by law to disclose informationclassified as confidential, it must inform Telefnicain writing prior to thesubmission of said information of the nature and deadline required, aswell as the circumstances of same, so that Telefnicacan seek the formor mechanisms which are adequate to protect the disclosure ofinformation outside the scope of the requirement or, as applicable,reduce the scope of said requirement.

The breach by the Contractor of this confidentiality clause authorisesTelefnicato cancel the contract and, also, claim any damages that mayhave arisen.

On completion of each task entrusted, or this contract for any cause,the Contractormust return to Telefnicaor destroy, depending on thelatters wishes, the confidential information it has, searching for andremoving from its computers and systems and reference. In any event,the Contractor must accredit, in writing, to the fulfilment of thisobligation, and not keep any confidential information.

This confidentiality commitment will remain in force for an unlimitedperiod.


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9.2 PERSONAL DATA

1.-Personal details provided by Telefnicato the Contractorand thoseobtained by the parties while executing the contract will be those strictlynecessary for the fulfilment of same, and may only and exclusively beapplied or used for fulfilling the contractual aim, and may not be ceded orhanded over to third parties in any respect whatsoever, not even formere storage purposes.

2. - The Contractor, as the party responsible for processing, will treatthe information as per the instructions of Telefnica, and adopt thenecessary technical and organisational measures, in particular thoseestablished in Royal Decree 1720/2007 of 21 December, approved by

the this service being subject to article 12 of Organic Law 15/1999 of 13December, on the protection of personal data, to guarantee the securityof personal data and avoid their alteration, loss, processing orunauthorised access, bearing in mind the status of technology, thenature of the data stored and the risks they are exposed to, whetherderiving from human actions or the physical or natural environment.

3.- When the service entrusted to the Contractorby Telefnicarequiresthe collection of personal data from clients of this latter company, theContractor is obligated, prior to collecting same, to inform said clientsthat the aforementioned collection of data is carried out in behalf ofTelefnica, and to incorporate the data in an automated filing systemowned by the latter, with the aim of offering them a specific product orservice. Likewise, it is obligated to guarantee to the interested party theadoption of the necessary measures to ensure the confidential handlingof their data, informing them of the possibility of exercising rights ofaccess, rectification, cancellation and opposition in writing to Telefnica(the exact details will be those contained in the contractualdocumentation depending on the company in the Telefnica Group inquestion), all pursuant to current legislation on the protection of personaldata.

4. - Notwithstanding the above, in the event that certain work has to becarried out by third parties, the Contractor will act on behalf ofTelefnica, for the sole purposes of protecting data, so that in thecontract that the Contractor agrees with said third party for the carryingout of all or part of the work and services under the contract, thiscircumstance is expressly stated, as well as the assumption, by said thirdparty, of the obligation to protect data pursuant to article 12 of organiclaw 15/1999 on the protection of personal data.


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5.-.The provision of services by third party companies outside theEuropean Union will require not only authorisation by Telefnica, but the

obtention, by same, in its capacity as the party responsible for filingsystems, of the corresponding authorisation by the Spanish dataprotection agency of the international transfer.

6.- Once the contractual service that occasioned the delivery of personaldata has been completed, the Contractor must, at the discretion ofTelefnica, either return all personal details transferred and any copies,or completely destroy them and certify this circumstance to Telefnica,as well as any format or document containing any personal dataprocessed.

7.- The Contractor undertakes the obligation to pass on to those of itsemployees who have access to information on Telefnica, theinformative document that accompanies this document as annex,likewise taking responsibility for compliance by them of the obligationscontained in the contract and said appendix.

Likewise, and in relation to the above, it is the exclusive obligation andresponsibility of the Contractor to check and keep updated the list ofnames of all employees who access Telefnica systems, and mustprovide Telefnica, when same so requires, said updated list.

8.-. The Contractor will allow any inspections that Telefnica deemsnecessary of the files that contain personal data supplied for theexecution of the contract.

9.-. The Contractor shall be responsible for any sanctions, fines orclaims for damages deriving from a breach of the above, and shallcompensate Telefnicathe sums that it has had to incur, including legal,extra judicial and other costs that Telefnica has incurred. All of thisregardless of whether said breach is considered cause for thecancellation of the contract.

10.-. The breach by the Contractor of this data protection clause willauthorise Telefnicato cancel the contract and claim any damages.


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10. INTELLECTUAL AND INDUSTRIAL PROPERTY

Any technology, intellectual and industrial property rights, documentation andinformation developed as a consequence of executing this contract, will be thesole and exclusive property of Telefnica. The Contractor will commit toensure that their employees take the necessary measures and sign anynecessary documents to ensure that this agreement is respected. TheContractormust give any programmes and source codes developed and all thedocumentation associated to these toTelefnica.

Any models, product brands, invention patents, prototype samples, plans,designs, drafts, documentation, instructions, any technical or technological,operative or functional and organisational knowledge, or details of methods and

systems and in general any material which Telefnica provides to theContractorfor the execution of this contract, is understood to be the exclusiveproperty of Telefnica.

The use of names, brands, symbols, logos or other signals or identifiers ownedby the Telefnica Group, or by their suggestion, will in no case be understoodto be license or cession of use or constitution of any right to those assets infavour of the Contractor.

However, if in order to execute the contract it were necessary for Telefnicatoprovide a license for use of those elements subject to intellectual or industrialproperty mentioned above, said license would only be considered to beconceded for the scope and time which are strictly necessary for the executionof the contract.

The Contractor will guarantee Telefnicathat provision of the services withinthe contract will not constitute any actions which could violate patents,trademarks, author rights or any other industrial or intellectual property rights ofany third party.

If Telefnica were to be sued for infringing industrial or intellectual property

rights of third parties as a consequence of the execution of the contract, theContractor will be obliged to take responsibility for each and all of the costsproduced for Telefnicas defence, as well as all the amounts whichTelefnica is obliged to pay. All of this, without prejudice to the right ofTelefnica to take any legal action it may consider necessary or to claim thecorresponding compensation for damage or detriment which may be caused.

The exercise of these actions by Telefnica does not suppose theirrenunciation to the right to order the cancellation of the Contract.


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11. SOCIAL, LABOUR AND FISCAL OBLIGATIONS

11.1.- The Contractor must comply exactly and faithfully with as manyobligations as are imposed on them, in their role as employer or entrepreneur,by fiscal and labour legislation, social security and health and safetyregulations. The Contractor has exclusive responsibility for payment ofsalaries, social security contributions, accidents at work premiums and othersocial obligations imposed by social and labour legislation on the employer orbusiness, and they are obliged to exhibit, if required by Telefnica, documentswhich demonstrate exact compliance with these obligations.

The existence of debts to social security, both prior to the contract or

subcontract, and those which originate afterwards, as well as any unfulfilledsalary obligations, constitute express conditions for termination of the legalrelationship for the provision of services.

11.2.- Telefnicais on the margin of any claims between the Contractorandtheir staff, who guarantee absolute indemnity of Telefnica for theresponsibilities which the latter may derive as a consequence of relationsbetween the Contractorand their staff.

However, if for some failure on the part of the Contractor, some responsibilityof any kind reaches Telefnica, the Contractor will be obliged to compensatethe amount of said responsibility, including any legal, paralegal and defencecosts that Telefnica may incur, who will remain in total liberty to choosewhether or not to file this defence as they see fit, the Contractormay exoneratethemselves by paying the aforementioned compensation.

In particular, if Telefnica were obliged by judicial sentence to admit to theirstaff any employee of the Contractor, the latter would be obliged tocompensate them for the amount which would have been required to pay thatemployee in the case of unlawful dismissal (compensation and back pay).

The Contractor will set, as regards their employees, those aspects which areinherent to their role as employer (office hours, shifts, holidays, application ofthe salary scales, disciplinary scheme, employment complaints, recruitment andtraining of employees, relations with the legal representatives etc.).

The Contractor will provide all the professional or specific resources andtraining in matters of health and safety at work, as well as changing rooms,hygienic spaces for preparing food for employees, work clothes and uniformsetc.


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The Contractor is obliged, where appropriate, to maintain a pecuniaryguarantee or bond for at least a year after the end of the work, in order to be

able to deal with the eventual joint responsibility for salary and social securityissues which may arise from non-compliance by the Contractor of theirobligations as an employer.

The Contractorwill present together with their tender a certificate of clearancefrom the general secretariat of the Social Security department at the time ofbidding.

In no case may the Contractor employ any active personnel from theTelefnica Group into their service for the execution of tasks related to thefulfilment of the service and the contract, without express written agreement

from the latter.

11.3.-The Contractordeclares to be up to date with payment of all their taxobligations and is obliged to prove that their subcontractors are also up to date,where subcontracting has been previously authorised in writing by Telefnica.In order to accredit this declaration, the Contractorwill provide Telefnicawitha certificate issued by the Tax Administration which accredits that they are up todate with their tax obligations for the twelve months before the date of signingthe Contract and/or date of starting the service.

The Contractorwill also commit to staying up to date in the payment of all theirtax obligations during the validity of the contract.

The Contractoris also obliged to provide Telefnica, during the entire validityof the contract, successive renovations of said certificate every twelve monthsfrom the date of issue of the previous certificate.

The failure of the Contractor to present the initial certificate and/or successiverenovations will give Telefnica the right to precautionary suspend payments infavour of the Contractorfor services undertaken, subject to ten (10) days priornotification, and up until the Contractoraccredits fulfilment of these obligations.

If this does not happen, it will cause for termination of the award by Telefnicaand/or of the present contract at any time while it is valid.

11.4.-The Contractor should give all means necessary to guarantee the nonexistence of child labour in their activities.

11.5.- If the Contractor does not fulfil any of the above obligations, theTelefnica Group can terminate the contract in full, without any more obligationthan communicating this in writing to the Contractor and the latter will be


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Invoices will be presented in the place, within the conditions and timeframeswhich are determined in the contract or, where appropriate, in the BID

SPECIFICATIONS.

Invoice requirements

For billing, the Contractorshould comply with the following requirements:

a) All reference and identification details of the Contractorand ofTelefnica and any other details which are required by law or

applicable regulations will be provided.

b) It will include, when circumstances require it and Telefnicarequests it, the information technology procedures established (forexample those based on the electronic trade platform ofADQUIRA, SA), taking all the necessary actions so that theinvoices issued by these means have clear legal efficacy.

12.3. DEADLINE AND MEANS OF PAYMENT

The payment of invoices will be made in the terms indicated in theSPECIFIC CONDITIONS or, where these are not available, in the contract.

Invoices shall be validly issued and sent to Telefnica to proceed with the paymentterms agreed. For such validity the following is necessary:

1. That the invoice meets all of the legal requirements and regulations.2. That the invoice is delivered to the place and/ or person indicated as

the recipient.3. That the invoice has been issued and submitted at the agreed time.

Payment of the invoices does not imply that Telefnica considers theobligations of the Contractor, or where appropriate the Sub-Contractorhave been met nor that they renounce their rights which they may haveover the Contractor and, where appropriate, over the Sub Contractor,expressly reserving their exercise without prejudice to the payment made.


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12.4.- EFFECT OF THE COST OF THE CONTRACTOR OCCUPYINGTELEFNICAs COMMUNAL AREAS AND SERVICES

12.4.1With respect to the Contractors personnel who are required to carryout work concerning the contract on Telefnicas premises when theadequate provision of services so requires, Telefnica may charge theContractor for the cost corresponding to the occupation of areas and useof communal services (hereinafter Costs) made by said personnel.

12.4.2 The price which, if appropriate, the Contractor will be required topay to Telefnica for the Costs mentioned in the previous paragraph, theinvoicing and payment periods for the aforementioned costs, as well as anymatters relating to their updating shall be detailed in the Specific Conditions

applicable to the contracting in question.

12.4.3 Invoices corresponding to the aforementioned Costs may beautomatically paid with any amount owed by Telefnica to the Contractorfor any reason.

12.4.4 The areas that the Contractor needs to occupy on Telefnicaspremises for the provision of the service shall be determined by Telefnica,who shall reserve the right to change said premises at any given momentduring the term of the contract.

12.4.5The occupation of areas and the use of communal services referredto in this Annexe may solely and exclusively be carried out by theContractors personnel who have been specifically designated to providethis service with the sole purpose and scope of said provision.

12.4.6The occupation of areas and the use of communal services which isthe object of this annexe shall be made by the Contractor pursuant to theinstructions issued at any given moment by Telefnica.

The Contractor shall be directly liable to Telefnica for damages caused as

a result of non-compliance with said instructions. Furthermore, in this case,Telefnicamay proceed to cancellation of the Contract forthwith.

Telefnica shall make available to the Contractor all the documentationrelating to occupational health and safety risks, planning preventive action andprotection, prevention and emergency measures to be taken by virtue of thelaws on Occupational Risk Prevention, in order to disseminate this informationto its employees..


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In applying the legislation on Occupational Risk Prevention, the Contractorundertakes to provide the means required for protection and prevention, and

to provide the training and information on occupational risk for itsemployees, as appropriate, in order to carry out the services which are theobject of this contract.

12.4.7As the occupation of space is associated with the provision of theservice, the Contractor should vacate the occupied areas once the Contractis no longer in force, irrespective of the grounds for its termination or evenbeforehand if, by mutual consent, the Parties decide that the personnelproviding the service from the Telefnica premises should provide theService from the Contractors own premises, or in any case, at premisesother than those of Telefnica.

12.5. COMPENSATION AND ASSIGNMENT OF RECEIVABLES

The receivables arising from the supplies covered by the present specifications tothe Supplier shall be subject to compensation at the time of their expiration with anyother that Telefnica has against the Supplier, a result or not of the samecontractual relationship, notwithstanding that at the time of expiration the Supplierremains as the owner of the receivables, and just by sending to the Supplier asimple notification about the compensation made.

For this purpose, the transfer of receivables that the Supplier, if any, could make,

can never harm or prejudice the rights of Telefnicato apply deductions, offsets orpenalties that could correspond to the Supplier, being able to oppose that againstthe assignee the defences that were prejudicial to the Supplier, includingreceivables compensation and the exercise against the assignee the shares thatwere exercisable against that and that are related to the receivables rightstransferred.

12.6. DUTY

In the absence of a valid agreement, any duties or tariffs arising as aconsequence of the execution of the contract subject to the scope of

application of this tender will be paid by the parties in the contract, accordingto the law.

13. USE OF E-COMMERCE TOOLS (REGISTRATION ON THE REGISTEROF ACCREDITED COMPANIES)

13.1 With the aim of making the tendering process easier, the presentation ofbids, the formalisation of commitments (whether by contract or by award letter),the processing of requests or service orders, the management of delivery notesand acceptances, and the invoicing activities, the Contractor and Telefnica


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will use the electronic (I.T.) procedures of the Adquira S.A. e-commerceplatform.

For this purpose, the Contractor and Telefnicashould join, where they havenot done so previously, this platform, taking on the fixed and variable costswhich may be derived from their relationship with ADQUIRA and formalising thisrelationship appropriately through the corresponding contract or, whereappropriate, incorporating a modifying addendum if through updating theirservices, fees or any other modification, it were necessary to modify a pre-existing contract.

Notwithstanding the foregoing, given that these new procedures are to beimplemented progressively, the parties agree that the formalities established in

this Condition shall be employed in those cases in which Telefnicainforms thesupplier in accordance with their availability.

13.2 Any Contractor who wishes to be contracted or subcontracted for work ona construction project should be recorded on the Register of AccreditedCompanies of the local employment authority in which the companys corporatepremises are located.

Contractors who contract or subcontract any work to be performed in a projectshould attest to the fact that their contractors or subcontractors are recorded onthe Register, and should request a registration certificate to this effect.

14. RESPONSIBILITY

14.1.- The Contractor will carry out their services subject to the scope ofapplication of this tender, under their sole and exclusive responsibility,responding to Telefnica for the correct execution of these. The approval ormodification by the Telefnica Group of projects, calculations, plans or othertechnical documents drawn up by the Contractordoes not liberate them fromtheir responsibility which, in no case, will be shared with the Telefnica Group.

14.2.- As such, the Contractor will be responsible for any damages anddetriment which they may cause both to third parties and to Telefnicathroughthe provision of services agreed or imposed on them by valid regulations oragreements or also as a consequence of guilty or criminal actions of their staff,and in particular they should compensate them in the case of damage,impairment or faults in buildings, installations, machinery, equipment or furniturefor causes liable to the Contractoror their personnel.

14.3-To the effects expressed in the above section, when Telefnica awards infavour of the Contractor for the development of works or the provision of


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services which should be carried out on the premises of Telefnica or third partyinstallations albeit in private premises or in public thoroughfares, the Contractor

commits to take out civil responsibility insurance before starting said works andmaintain this throughout the validity of the whole contract (according to what isestablished in section 14.6) with sufficiently broad coverage in order to coverdamages which could be incurred by third parties during the execution of saidwork or services.

In any case, the Contractor is required to hold Telefnica harmless in the eventthat it is required to assume any liability for any reason.

14.4- Telefnicamay pass on to the Contractor the amount of sanctions orcompensations that it has had to pay due to the breach by it of its contractual

obligations, or deriving from regulations or agreements, or fraudulent orunlawful actions by its personnel, without prejudice to the requirement ofcompensation for damages caused, and the bringing of legal action thatTelefnicadeems convenient in defence of its interests. For the purposes ofmeeting this condition, Telefnicamay offset the amount of said sanctions orcompensations against any credit the Contractor holds with Telefnica.

14.5.-The Contractorwill exclusively and fully bear any liability that might arisein the event of insufficient or imperfect materials, equipment, utensils, tools,machinery, methods and auxiliary resources that are necessary and adequatefor the provision of services subject to the scope of application of thesespecifications,

14.6- The taking out or existence of a civil liability policy is mandatory, theensured party being the Contractor, to cover the damage and/or detrimentcaused or claimed against the company of the Telefnica Group and/or itssubsidiaries or holdings, which will include general civil liability, cover of thebusiness and that corresponding to claims against the employer by employees,and products or services, with a maximum compensation limit in line with billingvolumes and types of service, but not less than 5,000,000 Euros.

The policies indicated, or a copy must remain in force and effectivethroughout the contractual term with at no time the maximumcompensation limits being lower than those required.

Maximum deductibles not covered by the insurer and established in therequired policies may not exceed, in any event, 20,000 Euros, or itsequivalent in the currency used in the contract.

Breach of the existence, taking out or maintenance in full force of policies,covers and maximum compensation limits required will lead to the


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automatic compensation for damages by the provider to the company ofthe Telefnica Group, its subsidiaries and/or holdings.

The breach of these requirements does not exempt the provider f rom anycivil liability not covered by the required insurance contracts

15. CANCELLATION OF THE CONTRACT

The contracts subject to the scope of application of these GENERALCONDITIONS may be cancelled, at the request of either party, for generalcauses accepted pursuant to law and, among others, those provided for in theclauses of same and/or other contractual documentation.

The breach by either party of any of the obligations established in the contractwill authorise the other party to ex officio cancel same, subject to writtennotification of its decision to the party in breach. All without prejudice to the rightto claim the corresponding compensation for any damages.

It is expressly established that Telefnica will have a right to cancel thecontract for the following reasons:

1. Due to abandonment or paralysis of the services entrusted to theContractor under the terms fixed in the specific conditions or thecontract.

2. For breach of the instructions received from Telefnica to correctdeficiencies observed in the provision of services, under the terms fixedin the specific conditions or the contract.

3. Due to transmission, cession or transfer by the Contractor of all or partof its contractual obligations or due to subcontracting all or part of theservices entrusted without the prior written authorisation of Telefnica.

4. Due to force majeure that impedes the provision of services, under theterms fixed in the specific conditions or the contract.

Force majeure is understood to mean any unforeseeable event, or, ifforeseeable, is inevitable, and which impedes the execution of thework/provision of services that have been contracted, and this must benotified to Telefnicaon the day following the service failure.

5. When the Contractor breaches the obligations undertaken, usesTelefnica personnel for its services, or breaches its confidentiality


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obligation or secrecy obligation, or fails to adopt security measurespertaining to personal details.

6. If the Contractor makes undue use of the name and/or distinctive signsof Telefnica.

7. When the Contractor makes improper use of the access card toTelefnicafacilities (as per Condition 6.5.), or the facilities themselves.

Cancellation of the contract for the aforementioned causes, or for othersimputable to the Contractorwill give rise to the obligation to pay Telefnicatheamount of direct or indirect damages caused by the cancellation of the contract.

The parties recognise the right to cancel the contract at any time for a justifiedcause of force majeure. In this case, as a result of said cancellation there will beno compensation whatsoever for damage and detriment that may be caused bysaid circumstance.

Likewise, the Contractormust inform Telefnica, as soon as possible, of anychange that affects its structure or shareholder base, and Telefnicamay, if itso decides, cancel the contract for said reason without a right to compensationor indemnity for the Contractor.

In the event that Telefnicatakes the decision to cancel the contract for any ofthe reasons given, this will be immediately enforceable, subject to written noticesent to the Contractor. From this moment Telefnicamay carry out itself, orentrust to a third party, the contractual services.

16. MODIFICATION OF THE CONTRACT

If, after the signing of the contract subject to the scope of application of theseGeneral Conditions, and as a consequence of new requirements or causes

unforeseen when signing same, it is necessary to make modifications to thecontents of same, the Contractor and Telefnicawill mutually agree the newtechnical, economic, etc. conditions that, as applicable, are required, and whichmust be contained in the corresponding contractual appendix forming anintegral part of same for all extents.


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17. NOTIFICATIONS

Any notification or communication that the parties make must be made by anywritten means that enables the remitter to accredit or certify receipt by therecipient.

The addresses and persons authorised to make and/or receive saidnotifications will be determined in the contract.

18. REGULATORY REFERENCES

Generally, and in relation to regulatory references that appear in this

document and other contractual documentation, it should be understood:

1) That, unless by error or omission, valid regulations intended to apply tothe contract when drawing up the aforementioned documents will apply.

2) That, without prejudice to the above, if said regulations aresupplemented, modified or substituted by others, references will bedeemed updated in line with the regulations in force at any time.

3) That in the event of services being provided outside Spain, the applicableregulations will be those governing the matter in the country in question,except in the event that other regulations are specified in thecorresponding specific conditions

19. JURISDICTION

The Contractor and Telefnica voluntarily waive any correspondingjurisdiction and expressly submit any dispute as to the execution, interpretationof fulfilment of this contract to the jurisdiction and competence of the courts andtribunals of the capital of the country in which Telefnica is domiciled, unlessanother jurisdiction is established in the specific conditions

I DECLARE THAT I HAVE READ AND ACCEPTED THESE CONDITIONS

AND, TO THIS END, SIGN AND INITIAL ALL PAGES OF THIS DOCUMENT

IN ....................., ON ..... ................................. 20......BY THE CONTRACTOR(SIGNATURE, NAME AND STAMP)


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APPENDIX 1 - LEGAL NOTE TO USERS OF TELEFNICA FILES

Pursuant to Law 15/1999, on the protection of personal data and regulation on meansof securing automated filing systems that contain personal data, TELEFNICA remindsall users of its filing systems that contain personal data of the following obligations:

The obligation of professional secrecy with respect to data, of any type, thatmay come to their attention due to access to the database and filing systems.

To apply the security guidelines imposed by internal Telefnica regulations. To use data exclusively for the purpose it was provided for, and in line with the

function entrusted. To use software approved by the relevant Telefnica bodies unless it authorises

the use of third party software. To use the powers of controlling access to all levels in computers that storepersonal data: setup, screen protector, etc.

To protect and keep secret the passwords used for management, and tochange them with the frequency established in the security document or currentregulations. The aforementioned passwords must be robust, that is to say theymust be composed of figures and letters and even, in systems that allow forthis, punctuation marks and specific characters, which are difficult to guess. Inparticular, care should be taken to avoid dictionary words, words that arerelated to the person (family name, address, date of birth etc.) or easy to guess(combination of names with months, prefixes and suffixes, etc.).

To shut down, in an orderly way, the workstation at the end of the day. To notify any anomaly due to malfunction (hardware, software, computer

viruses) to the incident support department, as well as any security incident(unauthorised access attempts, improper data handling, etc.) to the head of theinternal data security department.

To enable the resources necessary to protect media that contains personaldata.

To use the resources necessary to destroy said formats before discarding themor reusing them when the information contained in them requires this.

To store formats that contain personal data in desks or cupboards locked by akey at the end of the working day.

To use Telefnica IT equipment solely for the purpose it was provided for, and

never for private work.The aforementioned obligations will remain even after the authorisation to accessdatabases and filing systems ends.

The employees of the contractor will be subject to that set forth by their company inrespect of breach of labour obligations, without prejudice to any liability that may derivefrom the commission of infractions of regulations on the protection of personal data.

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MCT.ni.021 General Conditions for Providing Services _June 2011

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