PROTOCOL FOR THE IMPLEMENTATION OF EVALUATION AND EXECUTION SERVICE RELATED WITH BRIEFING/DEMONSTRATION OFFER SUBJECT MATTER CONCERNING----------------------------------------------------------------------------------------------------OF-------------------------------------------------------COMPANY AGAINST PAYMENT BY THE TECHNICAL SERVICES DEPARTMENT OF MND AS PER THE LAW NO.3212.

1. THE PARTIES OF PROTOCOL:

The Parties of this Protocol are; the Ministry of National Defence of the Republic of Turkey (hereinafter referred to as "MND") and-------------------------------------------Company (hereinafter referred to as "The Company").

2. DEFINITIONS:

2.1. Briefing: A presentation of specifications of a certain product of the Company "in a briefing hall".

2.2. Demonstration: A presentation of specifications of a certain product of the Company including application activities “using a special field and equipment" outside the briefing hall.

2.3. Execution Fee: A fee that is requested for all activities in order to realize Briefing/Demonstration after the Briefing/Demonstration application of the Company about a specific subject is found to be appropriate by MND and Force Commands.

3. PURPOSE:

To determine the terms and conditions, which the Parties are obliged to fulfil, for the examination and evaluation of the Company's Briefing/Demonstration offer by MND and for the execution of this Briefing/Demonstration by the company.

4. SCOPE:

Paragraph 5 of the article 3 of the Law No.3212 regarding the sales, donation, transfer and disposal of surplus goods and services of the Armed Forces, realizing foreign and domestic purchases on behalf of the other states and foreign personnel to be trained is defined as follows: “SERVICE means training, technical information (know-how), maintenance, repair, rescue, harbour and consultancy support to be provided for performance of a work as well as ground, sea and air vehicles, equipment, weapons, building and land that can be allocated, on condition that their ownership is kept, according to an Agreement between the parties (Public and Private Institutions and Entities and Friendly Countries)”. Pursuant to this Article, a protocol should be signed between the Technical Services Department of MND and the Company requiring the examination of his Briefing/Demonstration offer and that protocol terms should be determined according to the Agreement.

This Protocol covers the rights and obligations of the parties during the examination, evaluation and execution processes of the Briefing/Demonstration request of the Company, as per this provision.

5. COMPANY'S OBLIGATIONS:

5.1.The Company shall specify whether it requests a Briefing or a Demonstration and the topic in its application to the Technical Services Department of MND. The Company will not conduct any process during its first application regarding the payment of fees mentioned in the protocol. Otherwise, MND will not accept any financial and juridical responsibility.

5.2. 5.2. In case the Company requests to give both a Briefing and a Demonstration, then the demonstration request will be processed after the execution of briefing. The demonstration can not be performed before execution of a briefing even though only a demonstration request is made.

5.3. In case the Company requests to organize a Briefing/Demonstration on behalf of another company located in the Republic of Turkey or abroad, it should notify the name of the main firm and the country in the application document.

5.4.The Company shall sign the last page and initial the other pages of this Protocol which is sent to them or received from the msb.mil.tr. internet address following the application and will send this protocol to the Technical Services Department of MND without making any amendments on it. Upon the briefing request, in case the Company does not sign and send the protocol to MND Technical Services Department within 45 days as from the "protocol forwarding document" of MND Technical Services Department is sent to the company, and in case the issues stated in the “protocol forwarding document” are not fulfilled, the procedures will be cancelled and the Company shall be able to re-submit an application about the same subject not prior than 6 months. The applications submitted before this period will not be taken into consideration.

5.5 The Company cannot stipulate a condition regarding the time and place of the Briefing/Demonstration. The institutions and establishments that the Company shall invite to the Briefing/Demonstration are subject to the authorisation of MND.

5.6. The Briefing/Demonstration requests shall be submitted separately for each topic, by the companies. Separate charges shall be incurred for each separate topic offered.

5.7. In case the Company requests to give a Briefing/Demonstration on behalf of another company located abroad or in the Republic of Turkey, it shall submit to MND the representation certificate which is received from that company specifying “the subject matter” and which will be valid on the date of Briefing/Demonstration.

5.8. The Company shall send at least 15 (fifteen) original documents related with the topic and a Turkish abstract of these documents to MND Technical Services Department.

5.9. The Briefing/Demonstration process will be initiated following the submission of the signed original protocol, representation certificate, if the application is made on behalf of another company, and 15 (fifteen) documents concerning the subject, by the Company to the Technical Services Department of MND.

5.10. In case it is determined that the request of Company is not needed in the consequence of the pre-examination conducted, the Company shall be notified of it by MND. In this case, the Company shall not claim any right.

5.11. After the pre-examination is conducted, the Company shall deposit the execution fee not later than 45 days following the requirement of this payment from the Company. Otherwise, the Briefing and/or Demonstration request will be cancelled and the Company shall not claim any right. In this case, the company will not be able to request a new briefing/demonstration about the same subject within 6 months.

5.12. In case a briefing is decided to be given after the pre-examination is conducted and the Briefing/Demonstration is found to be appropriate, 650 US Dollars will be deposited to MND No.1 Central Accounting Department’s Account No. 350-101-167/113 of the Central Bank of the Republic of Turkey (to be paid in New Turkish Liras at the daily exchange rate of the Central Bank) as the briefing execution fee and the original receipt will be forwarded to the Technical Services Department of MND.

5.13. Following these procedures, the date of Briefing/Demonstration will be fixed in coordination with the Company and the Technical Services Department of MND, as minimum 25 days and maximum 3 months after the payment of execution fee.

5.14. The period of the briefings to be given by the companies is maximum 2 and half an hour.

5.15. The Company cannot demand for cancellation of Briefing/Demonstration after the execution date is set, except for force majeure conditions (natural disaster, death, etc.). In case the Company demands for postponement of the briefing that is planned except for force majeure conditions, the Company shall apply in writing at least 10 business days beforehand. Applications later than this period shall not be accepted. Postponement request shall be made only for once. Otherwise, it will be a reason for cancellation. In case of such a cancellation, reimbursement of the fee deposited by the company is out of question.

In case of the cancellation of the Briefing/Demonstration due to force majeure conditions:

* Relevant with the same issue, in case the same company demands for application within 6 months as from the date of cancellation, the Briefing/Demonstration shall be realised without re-charging any fee.

** In case the same company requests another briefing about a different subject within 6 months as from the date of cancellation, and the mentioned briefing is decided to be executed after the coordination to be made by MND, the briefing execution fee which is 650 US Dollars shall not be re-deposited by the Company.

5.16. After determining the date of execution, the Company cannot postpone the Briefing/Demonstration for more than 2 months, except for force majeure conditions.

5.17. The Company has to submit the briefing presentation plan to the Technical Services Department of MND 5 business days beforehand the date of briefing.

5.18.Names, passports and identity card information of the foreign and Turkish personnel who will participate in the Briefing/Demonstration will be submitted to MND in writing at least one week prior to the Briefing/Demonstration date.

5.19.The Briefing Hall will be viewed by the Company at least 2 days prior to the date of Briefing. During the Briefing, any problems that can occur regarding the Briefing Hall shall be under the responsibility of the Company.

5.20. The Company shall arrive at the place that is notified and allocated to it, by its own means and make the necessary preparations by itself on the execution date of the Briefing/Demonstration.

5.21. The Company shall not be allowed to bring cellular phones and take photos and make recording with audio and visual recording devices during the Briefing/Demonstration.

5.22. For a Briefing/Demonstration in foreign language, the Company shall make Turkish translation.

5.23. After the Briefing/Demonstration, the Turkish document along with a diskette/CD involving the subject of Briefing/Demonstration shall be submitted to the Technical Services Department of MND, on the date of Briefing/Demonstration, for preparation of the Briefing Abstract.

5.24. In case of a decision to receive a demonstration, the allocation costs and charges for the field, weapons, equipment, etc. belonging to the armed forces and to be used in the demonstration shall be specified in conformity with the leasing cost of The Turkish General Staff, and the necessary insurance coverage will be provided by the Company. As for the demonstration execution fee, at least a 4 hour field/equipment rental will be charged.

The charges for demonstration in the units subsidiary to Land, Naval and Air Forces shall be deposited in currency to the Exchange Account No:85-859/001/021 of MND in the Central Bank of Republic of Turkey. In case the period of demonstration exceeds 4 hours, a one-day fee will be charged.

5.25. During the demonstration, The Turkish Armed Forces and The Ministry of National Defence has no financial and juridical liabilities for any accidents, damages, losses, etc. (including any damages, losses etc. that the third persons can sustain), either at the field of demonstration or the surrounding, arising from the system demonstrated. In such a case, the responsibility belongs to the Company. For all kinds of material and moral indemnities that can be faced, the Company shall be the drawee and therefore shall pay the indemnity.

5.26. For the briefings requested by The Turkish General Staff, Ministry of National Defence or Force Commands, no execution fee is charged from the relevant Company. However, all other provisions which should be fulfilled for organization of the briefing and are stated in this protocol, shall be implemented. For the demonstrations requested by the Chief of General Staff, Ministry of National Defence or Force Commands, 5.24 article of this protocol shall be implemented.

6. OBLIGATIONS TO BE PERFORMED BY MND:

6.1. Studies regarding the Briefing/Demonstration shall be initiated after sending the signed protocol and fulfilment of paragraph 5.7 and 5.8 of this protocol.

6.2.After the Briefing/Demonstration is approved by MND in the consequence of pre-examination, the coordination and execution activities shall be initiated.

6.3. The date of Briefing/Demonstration shall be fixed by MND according to the article 5.13 of the Protocol, in coordination with the Company.

6.4. In cases except for the conditions stated in Article 5.26, the Briefings/De- monstrations of which payment is not made or the receipt is not received shall not be organized.

6.5. Determination and allocation of the places required for Briefing/Demonstration shall be conducted by MND.

6.6. These activities to be carried out by the Technical Services Department of MND shall be performed in accordance with the current version of the Directive of MND Technical Services, MSY.: 202-13.

6.7. No financial and juridical liabilities shall be demanded from MND and the Turkish Armed Forces regarding the Briefing/Demonstration activities.

6.8. MND does not have any obligation to submit the prepared Briefing Abstract to the Company after the Briefing is given .

6.9. The Company shall be warned by MND about the matters that the Company disobeys though it should during the Briefing/Demonstration and, if the warning is not taken into consideration, the Briefing/Demonstration shall be cancelled. This issue shall be reported and the company shall not claim any right on it.

6.10. The decision whether to organize a Briefing/Demonstration shall be taken by MND. The Company shall not claim any right and information on this issue.

7. SETTLEMENT OF DISPUTES:

Disputes arising from the implementation of this Protocol shall be resolved through negotiations by the authorised officials of MND and the Company. Should the disputes still remain unresolved, the Courts of Ankara and Executive Offices of the Republic of Turkey shall be authorised.

In case of any discrepancies in interpretation of the English and Turkish versions of this protocol, The “Turkish text” shall prevail and be taken into consideration.

8. This Protocol is valid until the execution date of Briefing/Demonstration.

9. This Protocol consists of nine (9) articles.

ON BEHALF OF MINISTRY OF NATIONAL
DEFENCE