Channel Partner Agreement - Version - (CDMA) -1.1

Tata Teleservices (Maharashtra) Limited Channel Partner - TTML/CPA/1.1

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TATA TELESERVICES (MAHARASHTRA) LIMITED

CHANNEL PARTNER AGREEMENT

PREPAID EBS SME POSTPAID Branded Retail EMBU

Agreement No

THIS AGREEMENT (Agreement) is made and executed at _________________ on dated _______________________ BETWEEN TATA TELESERVICES (MAHARASHTRA) LIMITED, a company incorporated under the provisions of the Companies Act 1956, having its Registered Office at Voltas Premises, T. B. Kadam Marg, Chinchpokli, Mumbai 400 033 Corporate at (For all Correspondence) at D-26, TTC Industrial Area, MIDC, Sanpada, New Mumbai 400 703 Circle Office located at Address __________ ______________________________________________________________________________. (Hereinafter referred to as TTML which term and expression shall unless repugnant to the meaning and context hereof shall mean and include its successors in business and assigns), of the ONE PART; AND


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CHANNEL PARTNER, whose name and address are mentioned hereunder and hereinafter referred to as Channel Partner, which term and expression shall unless repugnant to the meaning and context hereof shall mean and include its successors in business, heirs, legal representatives, nominees, partners, executors, administrators and assigns) of the OTHER PART; If the Channel Partner is a company incorporated under the Companies Act, 1956 Name of the Company: __________________________________________________________ Name of the Director/Authorized Representative: ___________________________________ OR

If the Channel Partner is a partnership firm registered as such under the provisions of the Indian Partnership Act, 1933: Name of the Partnership: ________________________________________________________ Name of the Managing Partner: ___________________________________________________ Fathers Name: ________________________________________________________________ Age: __________years OR If the Channel Partner is a sole proprietary concern/establishment: Name of the concern/establishment: ______________________________________________ Name of the Proprietor: _________________________________________________________ Fathers Name: ________________________________________________________________ Age: _________ years Address of the Channel Partner: ________________________________________________ _____________________________________________________________________________.

WHEREAS

TTML is licensed to establish, maintain and operate telecommunication service and other value added services in Mumbai and Maharashtra (including Goa) telecom circles in India under the licenses granted by the Government of India through Department of Telecommunications (DoT).


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TTML, for the purpose of marketing the Products and Services, had desired to appoint channel partners in the Service Area, who shall market the Products and Services and the schemes offered thereunder, through its dealer/ operator network.

Channel Partner herein had represented that it/he/she possesses necessary and requisite infrastructure, sufficient place (hereinafter referred to as the Outlets) manpower and adequate financial resources to market the Products and Services of TTML and fulfill all its/his/her obligations contained in this Agreement, so as to effectively distribute and market the Products and Services of TTML to the complete satisfaction of TTML and hence has offered to be appointed as a non-exclusive channel partner of TTML.

Relying on the aforesaid representations of Channel Partner and believing the same to be true and that the intentions of Channel Partner are bonafide, TTML have agreed to appoint Channel Partner as a channel partner of TTML, on non-exclusive, non-transferable and revocable basis, for marketing the Products and Services of TTML in the Service Area.

Pursuant thereto and in consideration of mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as below:

NOW THIS AGREEMENT WITNESSETH:

1. Definitions a) Competing Service shall mean a competing telecommunication service provided by an

operator other than TTML in the Service Area; b) Confidential Information shall have the meaning given to that term in this Agreement. c) Consideration shall mean the trade discounts, commissions and other monetary

compensation that Channel Partner is entitled to receive for distributing the Products and Services, which will keep changing periodically due to various factors including changing nature of market and the same will be informed by TTML to Channel Partner from time to time, as set forth in the Schedule B.

d) Chargeback shall mean recovery of the written down value (WDV) of the Product given for distribution against the deposit and will be imposed as per TTML policy on cases where the Products have been declared as untraceable by Channel Partner in the Service Area, as set forth in the Schedule B herein, which policy may be modified by TTML and such modifications shall be communicated by TTML from time to time.

e) Channel Partner shall mean the person whose name is appearing hereinabove, appointed by TTML and under this Agreement for marketing and/or distributing the Products and Services of TTML.

f) Claw back shall mean recovery of the Consideration paid to the Channel Partner on various grounds, as set forth in the Schedule B herein, as per TTML policy, which may be modified by TTML and modifications will be communicated by TTML from time to time.

g) Effective Date shall mean the date of signing or a date mutually agreed where the conditions precedent as may be agreed between parties have been met.

h) Intellectual Property Rights / IPR include TTML trademarks, trade names, trade dress, patents, copyrights, other commercial symbols, designs, logos monograms, and all other intellectual property rights, owned and/ or used and/or licensed by and/ or associated with TTML including the marks or names relating to the Products and Services, whether or not registered under any law.


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i) Manual shall mean the operational manual prepared/to be prepared or on behalf of TTML (which shall always remain the property solely of TTML) for use by TTML, Channel Partner and which sets forth information, rules, policies, operational instructions, commercials and statutory/regulatory guidelines relating to the operations of Channel Partner hereunder. Manual may be updated and modified by TTML periodically and changes shall be communicated to Channel Partner from time to time.

j) Outlets shall mean the principal place of business of Channel Partner, approved by TTML and/or for the purpose of this Agreement, the suitability of the same would need be exhibited & demonstrated by Channel Partner for the complete period of the Agreement.

k) Party/Parties shall mean the parties executed this Agreement in singular and plural respectively.

l) Performance Criteria shall mean that the parameters under which Channel Partner shall be judged periodically by TTML, in order to assess and evaluate Channel Partners performance, achievement of the targets in marketing the Products and Services and rendering other services..

m) Person shall mean any individual, company, corporation, partnership, joint venture, firm, trust, association, sole proprietorship, government or government agency or other entity howsoever designated or constituted.

n) Products and /or Service shall mean one or more of the telecom products and services provided by TTML either directly or through its distributors, in the Service Area, which includes distribution of mobile handsets, telephone instruments, telecom equipment, network interface units (NIU), SIM cards, RUIM cards, USB modems, v-data cards, recharge vouchers, calling cards, provision of all unified access telecommunication services and other value added services under the Unified Service Licenses issued by DoT and all other services within the purview of the said licenses, as may be included/specified by TTML, from time to time.

o) Service Area shall mean the geographical limits specified by TTML within which Channel Partner shall operate for distribution of the Products and Services. This demarcation of area is necessary as the Channel Partner has infrastructure only in this area to carry out the assigned functions and service present and potential subscribers of TTML.

p) Subscriber/s/ Customer/s shall mean a Person who/ which has subscribed for the Service from TTML, and may include the Person who purchases the Products.

q) Subscription shall mean a subscription by a Subscriber/Customer for provision of Service by TTML.

r) Term shall mean the tenure of this Agreement as contemplated in clause 6 of these presents.

s) TTML System shall mean the unique operating and marketing system owned or licensed to be used by TTML providing telecommunication Services including the distribution of Products, value added services, with a consistent image and at a consistently high level of quality, which includes the features; unique methods, procedures, programmes, standards and specifications; the marks; interior and exterior designs, design layouts and accessories; identification schemes and Service standards as may be modified, upgraded or altered by TTML and/or by, from time to time.


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2. Appointment

2.1 Channel Partner hereby confirms and agrees that the representations and assurances given by it/him and recorded herein form the basis of this Agreement and relying on such assurances and representations of Channel Partner, TTML hereby appoints Channel Partner for the purpose of distributing/selling/reselling of Products and Services, and any other products/commodities, as may be specified by TTML, from time to time. The appointment of Channel Partner is subject to the terms and conditions set forth in this Agreement. Channel Partner also agrees that in view of rapidly changing telecom market, TTML may have to review from time to time the commission structure and other commercial terms and conditions including Clawback, Chargeback and TTML shall communicate within reasonable time such modifications to the Channel Partner.

2.2 This appointment is non-exclusive and TTML reserves its right to appoint one or more distributors, other representatives or agents to market the Products and Services or TTML can market the same directly by itself in the Service Area for which Channel Partner is appointed or in any other area as TTML may deem fit.

2.3 This appointment is only valid for the representations, obligations and other covenants as set forth in this Agreement and it is agreed by the Channel Partner that TTML may at any time at its absolute discretion amend and make changes to this Agreement as it may become necessary for TTML due to any change in law, rules regulations or due to any change in the terms and conditions of the said license granted by the DoT, or due to changing market conditions or which may be necessary to ensure that the Subscribers get better Service and range of Products.

2.4 Channel Partner acknowledges that it is acting for the limited and exclusive purpose of this Agreement, which does not constitute Channel Partner as a servant or employee or partner or joint venture or affiliate or group company of TTML. Channel Partner shall have no authority to bind TTML in any respect whatsoever and shall not hold itself out as owned by or associated with TTML other than as an independent channel partner on a principal to principal basis authorized and permitted to market the Products and Services under these presents. None of the employees of Channel Partner shall be construed or deemed to be the employees of TTML at any time and Channel Partner shall indemnify and keep indemnified TTML, its directors and officers against any claim, demand, loss or whatsoever in this connection.

3. Contents and Circulars

3.1 The schedules, appendices, annexures attached/annexed hereto are integral part of this Agreement. All documents executed between the Parties in pursuance to the terms and conditions of this Agreement and all circulars and written communications/directives/specifications issued by TTML under this Agreement from time to time shall form an integral part of this Agreement subject to clause 3.2.

3.2 Channel Partner hereby expressly agrees that all further circulars, communications and other written directives/specifications that will be issued by TTML to Channel Partners from time to time, either for amending the scope of this Agreement or Consideration or any other part of this Agreement shall be deemed to be accepted and agreed by Channel


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Partner unless Channel Partner shall have responded in writing to TTML within seven (7) calendar days expressing his disagreement of the same.

4. Organizational Values

4.1 The Tata Group has always been a value driven organization. These values continue to

direct the Groups growth and businesses. The five core Tata Values underpinning the way TTML does its business are:

a. Integrity TTML must conduct its business fairly, with honesty and transparency. Everything TTML does, must stand the test of public scrutiny.

b. Understanding TTML must be caring, respectful, compassionate and humanitarian towards TTML colleagues and customers around the world and always work for the benefit of India.

c. Excellence TTML must constantly strive to achieve the highest possible standards in day-to-day work and in the quality of goods and services TTML provides.

d. Unity TTML must work cohesively with its colleagues across the group and with the

vendors, customers and channel partners, business associates around the world to build strong relationships based on tolerance, understanding and mutual co-operation.

e. Responsibility TTML must continue to be responsible and sensitive to the countries,

communities and environments in which it works, always ensuring that what comes from the people goes back to the people many times over.

4.2 Accordingly the above values shall be adhered to by Channel Partner during his / its

association with TTML.

4.3 Channel Partner shall strictly comply with the Tata Code of Conduct as set forth in Appendix 1 herein.

5. Ethics

5.1 In its effort towards Excellence and in Management of Business Ethics at TTML, an Ethics

Management Team is constituted.

5.2 The main objective of the Ethics Management Team is to:

a. Record, address and allay the issues and concerns on ethics raised by different stakeholders like employees, consumers, vendors, channel partners, business associates etc. by initiating immediate corrective actions.

b. Ensure proper communication of the ethics policies and guidelines through prominent displays at all offices of TTML and through printed declarations in all concerned documents where external stakeholders are involved.

c. Ensure proper framework of policies as preventive measures against any ethics violation recorded by them.


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d. Prepare and submit MIS of all issues and concerns, corrective and preventive actions on monthly basis to the top management for their information.

5.3 All members of TTML and business associates, channel partners, stakeholders will note

the names and addresses of the Ethics counselors/ coordinators in their respective areas and also further communicate to Ethics Counselors/Coordinators in order to register any grievance on ethics violation henceforth.

5.4 TTML shall urge all its channel partners, business partners, suppliers and other

associates to adhere to the ethics, in letter and spirit. Channel Partner acknowledges that in case, he/it comes across any breach or violation of ethics, either during or after the Term of the Agreement, Channel Partner can escalate the same to the Ethics Officer in the concerned location in a sealed envelope or email, marking Confidential. Such communications shall be strictly kept confidential by TTML. To find the details of the Ethics Officer, the following website may be visited: www.tataindicom.com

6. Term

6.1 The effective date for the contract shall be date of signing or the date when the following conditions precedent have been met by the Channel Partner:

6.1.1 The parties have signed the Agreement

6.1.2 The Outlet has been accepted by TTML

6.1.3 The minimum display of TTML products has been agreed between parties

6.1.4 Interest free security deposit as determined by TTML has been paid to TTML.

6.2 The Agreement shall be deemed to have commenced from the Effective Date and shall continue to be in full force and effect until March 31, 2012 (Term) from the Effective Date of this Agreement, unless terminated, as contemplated herein.

6.3 The Parties shall be free to extend the Term for a further period of one year on mutual consent in writing.

7. Responsibilities, Duties and Obligations of TTML

TTML shall be responsible for the following and accordingly shall:

7.1 Endeavour to provide Channel Partner with such marketing information and periodic Products and Service features which in TTMLs opinion will assist Channel Partner in the performance of its/his/her obligations hereunder.

7.2 Use its best efforts to provide good coverage and grade of Service consistent with market requirements.

7.3 Endeavour to make available and provide to Channel Partner, Products and Service consultations and brochures and other aids, as have been published by TTML. The quantities will be established by TTML.


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7.4 Make the Consideration to Channel Partner, as contemplated in the Schedule B of this Agreement.

7.5 Communicate/ inform Channel Partner on an ongoing basis of all changes in the rates, conditions and Service Areas, as soon as practicable after any such change.

7.6 Assign a representative of contact in TTML to assist Channel Partner for resolving problems, to support Channel Partners service efforts or to provide Channel Partner with information pertinent to the Products and Service or other information that TTML would deem necessary/ important.

8. Responsibilities, Duties and Obligations of Channel Partner

8.1 Channel Partner shall be responsible for various duties and obligations set forth in this section and undertakes to perform the same and all other duties and obligations under scope of service for channel partner arrangement as set forth in Schedule A hereto, as amended, modified from time to time by TTML, in letter and spirit.

8.2 Channel Partner acknowledges and agrees that strict compliance with the standards and requirements as set out in this Agreement and the Manuals that may be supplied and as are modified and amended from time to time by TTML, is necessary for Channel Partner to maintain its/his appointment as a channel partner of TTML. Channel Partner without limiting to the generality of the foregoing shall comply with those responsibilities, duties and obligations set forth herein.

8.3 Channel Partner acknowledges and agrees that it is its/his responsibility for deployment of necessary resources, equipments, facilities and to appoint dealer/retailers to work under its/his supervision and control, who will run the outlets in the Service Area, as contemplated above and as may be stipulated by TTML, from time to time. In such cases Channel Partner shall have absolute control over such dealers/retailers functioning in terms of the guidelines/ stipulations / instructions of TTML. Channel Partner shall be fully responsible for the remuneration/wages/salary/any other payment/ discount that may be payable to its dealer/retailers/personnel in respect of the services rendered by them and TTML shall not be held responsible for any such payments, whatsoever. Channel Partner shall be liable to ensure that the personnel identified/appointed by Channel Partner do not commit any act or omission, which may result in violation of this Agreement or of the agreement between Channel Partner and such dealers/retailers and / or of any applicable law/s.

8.4 Channel Partner agrees to and accordingly shall:

i) Obtain necessary license, permits and the like from the concerned statutory and/or local bodies in respect of Channel Partners operation under this Agreement, including any specific licenses/permits required for playing channel/pipe music in the Outlets and other business outlets in connection herewith and ensure its continued validity and strict compliance thereof;

ii) Diligently and faithfully carry out all its/his/her obligations and duties as a channel partner and at all times protect and promote the interest of TTML;


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iii) Not commit breach or violate any of the terms and conditions of this Agreement and shall also honors and follow such instructions as may be issued by TTML from time to time;

iv) Accept and abide by any change in the terms and conditions of this Agreement including but not limited to the scope of service, which may in the absolute discretion of TTML become necessary due to any change in law, rules and regulations or due to market dynamics, or due to any change in the terms or conditions of the said licenses granted by the DoT including any change in the tariff or which change may be necessary to ensure that the Subscribers, general public get better Service and range of Products;

v) For all times to come, keep strictly confidential all information, data, details, customer lists, Manuals and all other documents, which Channel Partner may receive or acquire from TTML, by virtue of it/him/her being appointed as TTML channel partner;

vi) Appoint dealers/retailers/operators to work under it/him/her in the Service Area depending upon the requirements and /or as may be instructed/advised by TTML, from time to time;

vii) Have complete control over such dealers/retailers/operators and ensure their strict compliance of statutory obligations and rules, regulations and all other guidelines/instructions etc from TTML, in their operation by means of thorough supervision of their activities;

viii) Pay applicable commissions/ service charges in terms of the agreement between Channel Partner and the dealers/retailers/operators and ensure uninterrupted service in distribution of Products and Services;

ix) Follow the guidelines/ stipulations that are outlined in the Manuals that may be supplied by TTML, from time to time.

8.5 Channel Partner agrees to and accordingly shall

i) Be liable to pay all the taxes such as sales tax, service tax applicable and payable in respect of the subject matter of this Agreement and any statutory increase in respect thereof;

ii) Maintain such marketing and distribution standards as are, in the opinion of TTML, appropriate considering the quality and reputation of Products and Service;

iii) At all times promptly, efficiently and in business like manner provide top quality service to the Subscribers, potential subscribers and respond to any and all Customer/public enquiries regarding the Products and Service;

iv) Employ a fully trained service staff in accordance with the standards set by TTML. The number of trained sales personnel shall be adequate to provide prompt and efficient services keeping in view the TTMLs service standards


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v) Advertise the Products and Services using the promotional materials or literature either supplied by or approved in advance in writing by TTML and shall maintain stock of Point of Purchase (POP) material or any other printed material, advertisement material, etc. as specified by TTML from time to time, which shall be used for the purpose of promotion and distribution of Products and Services. All such POP materials shall have TTML logo and shall be printed only after specific written approval of TTML. However, any tax liability/ies, as may be applicable from time to time with respect to display of such POP materials in the Outlets shall be borne by the Channel Partner;

vi) Participate in all programmes and promotions and other activities, which TTML may require Channel Partner to participate from time to time;

vii) At all times co-operate with and render all assistance to the representatives of TTML and report promptly to TTML within 24 hours of any information, which may come to Channel Partners notice regarding customer complaints or claims or feedback with respect to the Products and Services, Customer needs and interests and local market conditions and shall maintain a separate registers in respect of the same and the communications to TTML.

viii) Provide a interest free security deposit as may be decided by TTML from time to time, as a security for due performance and observance of all the terms and conditions of this Agreement, all the instructions from TTML relating to the rules and regulations governing the Products and Services and any orders in connection therewith by the statutory authorities;

ix) Immediately inform TTML, if at any point of time in future, any relative of Channel Partner/ persons in charge /control of Channel Partner/ partners/associates of Channel Partner engaged in any Competing Service. Channel Partner has assured TTML that at present no such person of Channel Partner is engaged in any business or activity in Competing Service;

x) Be responsible for the rent, rates, taxes and other expenses pertaining to the maintenance of the Outlets and provision of the distribution services thereat;

xi) Comply with all requirements / obligations / guidelines / instructions, established by TTML for Channel Partners from time to time;

xii) Promptly inform TTML forthwith in case of any change in the constitution of the Channel Partner and shall submit a copy of revised constitutional documentation to TTML, within reasonable time. However this provision shall not apply if the Channel Partner is a proprietary concern.

8.6 Statutory Compliance

i) Channel Partner acknowledges and agrees that it/he/she having to associate with

TTML under these presents, which is always demonstrating to be a good and responsible corporate citizen, shall have to conduct business at all times in strict compliance with all applicable laws, rules, regulations and other governmental/


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statutory / regulatory requirements, which is mandatory to maintain its association with TTML as a channel partner. Accordingly, Channel Partner shall be responsible various labour enactments, including but not limited to the provisions of Provident Fund and Miscellaneous Provisions Act, Employees State Insurance Act 1948, Minimum Wages Act, Payments of Wages Act 1936, Shops and Establishments Act, Child Labour Act, other provisions under corporation/municipal & other local laws, and shall ensure that no person below the age of 18 years will be engaged directly or indirectly for execution of the terms of this Agreement. Channel Partner confirms that TTML shall not be liable in any manner whatsoever for any non-compliance on the part of Channel Partner of the applicable laws and in the event of any adverse claims/actions/demands/proceedings of whatsoever nature arising thereof, the entire burden including costs and expenses shall be strictly borne by Channel Partner. Channel Partner agrees to indemnify and keep TTML indemnified in respect hereof.

ii) Channel Partner shall maintain all requisite records, registers, account books etc.

which are obligatory under any applicable law and shall provide such information as may be required under any law to any authority.

iii) Channel Partner shall furnish a mandatory indemnity to TTML in the format

provided in Appendix 2 herein.

8.7 Channel Partner shall ensure that neither Channel Partner nor the dealers/retailers appointed by Channel Partner or anyone under any of them:

i) Make/s or give/s directly or indirectly, orally or in writing, any guarantees, representations or warrantees, express or implied, with respect to the Products and Services, rate packages in the Products and Services, to the Customers or any Person, save and except as may have been expressly authorized by TTML.

ii) Offer the Products and Service to anyone at rates or prices other than those specified by TTML or provides incentives or subsidies, which may have the effect of doing so.

iii) Engage or do or cause to be done or be a party to any unfair or unethical trade practices or any other business practice with respect to the distribution service or indulge in any illegal or unlawful activities.

iv) Carry on or allow anyone to carry on, at any time in its/his Outlets or any part thereof any other business including the business of any Competing Service or otherwise howsoever associating with any Competing Service.

8.8 Channel Partner expressly agrees that in view of rapidly changing market dynamics, TTML shall have the right and option to revise the scope of the services to be rendered by Channel Partner from time to time based on the operational requirements and the same shall be final and binding on Channel Partner.


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8.9 Channel Partner shall procure the Products from TTML or such Person/s authorized by TTML. Channel Partner shall ensure that there is no sale of spurious and unauthorized Products from Channel Partner outlet(s) and/or the retails outlets under the control of Channel Partner.

8.10 It shall be the responsibility of Channel Partner to effect the sales and service through proper invoices or as may be advised by TTML. In case of invoices, it shall be serially numbered, dated and detailing the material particulars of the Products and Services, name and address of purchasers and after reasonable verification that such purchase is for subscribing for TTML Service in the circle in which the Channel Partner is appointed. If Channel Partner has been paid cash subsidy/support by TTML or any Person at the instance of TTML, on any Product sold to the Channel Partner by TTML or any authorized dealer of TTML, any lethargy, negligence in observing this condition or malafide act on the part of the Channel Partner would entitle TTML to terminate this Agreement without notice and recover from Channel Partner the amount of subsidy/support on the quantity of the Products, which in the reasonable opinion of TTML has been diverted to uses and/or areas not intended under this Agreement or in violation of uses/areas intended under any agreement signed by Channel Partner with authorized dealer/s / vendor/s of TTML. This is without prejudice to right of TTML to take any other legal action including action for criminal breach of trust.

8.11 Channel Partner warrants that no officer, director, employee of TTML or immediate family member thereof (collectively TTML personnel) has received or will receive anything of value of any kind from Channel Partner or its officers, directors, employees or agents (collectively Channel Partner personnel) in connection with this Agreement and that no TTML personnel have a business relationship of any kind with Channel Partner or Channel Partner personnel.

8.12 Safety: Channel Partner shall adopt and implement such safety practices and measures that are relevant to the distributing/selling/reselling of Products and Services, and any other products/commodities, as specified by TTML, from time to time under this Agreement as per the industry standards. In addition, the Channel Partner shall strictly observe and comply with all applicable safety laws, rules and regulations, safety standards & measures, accident prevention programs as required under the applicable laws and/or as stipulated by TTML from time to time. Further the Channel Partner shall ensure that their employees, agents and sub-contractors comply with such safety practices and measures in performing their obligations in connection with the Agreement and shall be responsible for providing constant and adequate supervision of the workplace to ensure compliance of all the applicable laws and regulations in relation to health, safety and security of employees and for taking all practical steps to prevent any accidents. Channel Partner shall furnish to TTML at an interval of every three months, a Safety Compliance Declaration, the format of which is set out in Schedule F. Channel Partner acknowledges that any liability arising on account of any non-compliance of the aforesaid safety practices and measures shall be to its own account.

9. Targets and Forecasts 9.1 From time to time, TTML will set Performance Criteria for Channel Partner and will

review with Channel Partner minimum sales targets, taking into account the market


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development and potential and other relevant factors. The achievement of these sales targets by Channel Partner is a material obligation under this Agreement.

9.2 If, in the opinion of TTML, Channel Partner is at any time not adequately meeting the

Performance Criteria, sales targets, then without prejudice to any of its other rights and remedies under this Agreement, TTML may, at its option vary this Agreement, so as to exclude, reduce, modify, suspend the periodic sales, allocations, and/or assignments.

9.3 Parties agree to review the Performance Criteria on monthly basis and TTML shall advise

Channel Partner in writing of any shortfall in the performance targets and Channel Partner shall furnish in writing its explanations for such shortfall.

9.4 Channel Partner shall maintain stocks of the merchandise in sufficient quantity at the

outlet(s) arranged by Channel Partner. The extent of merchandise and the quality shall be determined by TTML, on the basis of business requirement as set forth by Channel Partner.

9.5 The merchandise sold to Channel Partner as provided in this Agreement shall be stored and displayed in its outlet(s) by Channel Partner.

10. Consideration, Claw back and Charge back

10.1 In consideration of duly performing the duties and obligations as contemplated herein, Channel Partner shall be entitled to the Consideration as set forth in Schedule B attached herewith.

10.2 Channel Partner acknowledges and agrees that the aforesaid Consideration will not be firm and will change periodically, considering the market dynamics, business targets and various other factors. Channel Partner agrees that TTML shall be free to communicate such amended Consideration month on month or other periodicity as TTML may deem fit, in accordance with TTMLs policy in respect of the same. Channel Partner specifically agrees with TTML that no specific consent or acceptance of Channel Partner will be required for such communication/s and any such communication/s in writing upon receipt thereof, shall be deemed accepted by Channel Partner, subject to clause_14.5.

10.3 Channel Partner acknowledges and agrees that TTML has implemented a Clawback and Chargeback policies for its channel partners and such policies, as amended from time to time, shall be applicable to Channel Partner. Channel Partner agrees with TTML that such Clawback and Chargeback policies will be communicated to the Channel Partner and any such communication/s in writing upon receipt thereof, shall be deemed accepted by Channel Partner unless Channel Partner expresses his/its disagreement within seven (7) days of receipt of such communication. All such communications from TTML, until modified, will be in the format provided in Schedule D.

10.4 Channel Partner shall be solely liable for any state and local taxes, including sales tax, in relation to this Agreement. TTML shall have no liability or obligation for any state or local income tax liability of Channel Partner or any person assigned/appointed by


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Channel Partner. Any payment from TTML to Channel Partner, in the event payable, shall be subject to tax deduction at source under the Income Tax Act, as applicable. Channel Partner shall issue tax invoice as defined in Service Tax rules to enable TTML to take any service tax credit.

10.5 Parties agree for reconciliation of accounts on a monthly basis and in accordance with TTML guidelines. TTML shall have the right to withhold any Consideration/other payments to Channel Partner, where the Channel Partner fails to co-operate with TTML team members to complete the reconciliation on time. TTML shall not be liable for payment of any interest to the Channel Partner for any delay in such payments in case of Channel Partners non co-operation or default. The reconciliation report of TTML shall be final and binding on the Channel Partner if the Channel Partner does not respond to the same within five (5) days of the reconciliated accounts being notified to the Channel Partner.

11. Inspection of Business, Records and Reports:

11.1 In the event:

(i) That any payment, which is due by Channel Partner to TTML, pursuant to this Agreement or any other agreement, is unpaid and remains unpaid in whole or in part for more than 15 days; and/or

(ii) That Channel Partner is in breach or TTML has reason to believe that Channel Partner is in breach of any provisions of this Agreement; and/or

(iii) That there is a material reduction in the monthly level of Subscription being obtained by Channel Partner;

Channel Partner shall:

a. Provide to TTML such reports and financial information together with such details and breakdown and supporting records as may be prescribed by TTML.

b. Permit TTML to make inquiry of Channel Partners bankers and other trade creditors and associates to discuss the affairs, finances and accounts of Channel Partner with all such persons in any way related to Channel Partner and;

c. Permit TTML or its authorized representatives to inspect, examine and audit computer, all books, records and materials relating to Channel Partner, to inspect the Outlets and to otherwise examine the manner in which Channel Partner is conducting his business.

11.2 Channel Partner shall establish a bookkeeping, accounting and record keeping system and maintain financial records in accordance with generally accepted accounting principles and shall maintain at each location an accurate record and account of all transactions.

11.3 Channel Partner shall prepare and forward as and when required by TTML any and all forms and reports that TTML deems necessary.


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11.4 Channel Partner shall permit TTML or its authorized representatives enter upon and remain in Channel Partners Outlets for such time as TTML may deem necessary in its sole discretion to inspect, examine and audit computer, all books, records and materials relating to Channel Partner, inspect the Outlets and otherwise examine the manner in which Channel Partner is conducting his business and for the purpose of this Agreement.

12. Customer Care Program and Facilities

12.1 Channel Partner shall participate in Customer care and warranty programmes as may be required by TTML. Channel Partner shall provide top quality Service, installation and post installation Services to all the Customers.

12.2 Channel Partner shall comply with all provisions of Manuals and other guidelines supplied by TTML in this connection.

13. Intellectual Property Rights

13.1 Channel Partner acknowledges that all IPR including trademarks, patents, design marks etc; whether registered under the applicable Acts or not, is the exclusive property of TTML. This Agreement shall not in any way give or shall not be deemed to give, to Channel Partner any right, interest or ownership upon any of the IPR, promotional advertising or other written materials relating to the Products and Service except for the right to use any IPR strictly in accordance with the terms and conditions hereof. All goodwill associated with such IPR shall inure exclusively to the benefit of TTML.

13.2 Channel Partner covenants and agrees that it/he/she shall;

(i) Not use any of the IPR as any part of its/his corporate, firm or business names and may only use such of the IPR and in such manner and for such purpose as TTML may specify and approve in writing.

(ii) Not use any of the IPR in any manner which may represent or indicate that it/he is the owner of the IPR or for any other purposes, save and except in accordance with the terms and conditions of this Agreement or as may otherwise be specifically authorized by TTML in writing.

(iii) Neither during the Term of this Agreement nor at any time thereafter directly or indirectly, dispute or contest the validity or enforceability of the IPR or the rights/ownership of TTML thereof or attempt any registrations thereof or attempt to dilute the value of any goodwill attaching to or enuring from the IPR of TTML.

(iv) Immediately notify TTML, of any infringement of the IPR by anyone. In such case TTML shall have the sole discretion to take such action, as it deems appropriate.

(v) Affix in a location specified by TTML in or upon the Outlets a signage/signboard provided by TTML, which shall always be the property of TTML and safekeeping and maintenance of the same shall be the responsibility of Channel Partner. Channel Partner shall be responsible for any and losses, damages, expenses and costs arising on account of loss, theft, damage or destruction of such signage/signboards as referred above.


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13.3 If it becomes advisable at any time, in the sole discretion of TTML, for Channel Partner to modify or discontinue the use of any of the IPR or to use one or more additional or substitute IPR, Channel Partner shall do so immediately on notice from TTML.

14. Termination

14.1 Termination by TTML: Not withstanding any provision to the contrary, TTML may at any time terminate this Agreement forthwith by giving written notice to Channel Partner upon the happening of one or more of the following:

(i) The said license/s issued by the DoT to TTML, being terminated or coming to an end for any reason, whatsoever, or the said license/s being suspended for any period.

(ii) Any breach or violation of any of the terms and conditions of this Agreement and/or any Manuals, other guidelines/stipulations/instructions of TTML, by Channel Partner, and if, within 30 days of written notice as contemplated above, from TTML of the breach or violation, such breach or violation is not cured / rectified by Channel Partner.

(iii) Any sale, transfer or relinquishment by operation of law or otherwise, of legal control or management or ownership of or over Channel Partner, during the Term of this Agreement without TTMLs prior written consent.

(iv) Commencement of any proceedings relating to Channel Partner under Insolvency Act or under any other law relating to insolvency or bankruptcy or for winding up by the creditors for Channel Partners inability to pay the debts, which is not otherwise stopped within 30 days from the institution thereof or adjudication of Channel Partner as an insolvent/bankrupt or the appointment of a temporary or permanent receiver, trustee or other officer/s having similar powers, over Channel Partner or Channel Partners business or any levy or seizure under attachment, execution or any other similar process on Channel Partners business or a substantial part of its/his assets or any assignment by Channel Partner for the benefit of the creditors.

(v) Submission by Channel Partner to TTML of any false or fraudulent claims for reimbursement, refund, credit, rebate, allowance, discount, bonus or other for payment by TTML.

(vi) Channel Partner or any manager, principal, director or officer of Channel Partner engages in any activity contrary to any material law if, in the reasonable opinion of TTML, such activity is likely to adversely affect the operation or business of Channel Partner or tend to be harmful to the goodwill and reputation of TTML or to the reputation of the Products and Service.

(vii) Reputation or the financial standing of Channel Partner subsequent to the execution of this Agreement being materially impaired or deteriorated or the ascertainment by TTML of any material fact existing at or prior to the time of this Agreement, which tends to impair or detract from such reputation or financial


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standing or Channel Partners inability to perform its obligations hereunder or to pay any debt/ outstanding to TTML.

(viii) Any activity or conduct or practice by Channel Partner, which in the reasonable opinion of a TTML is injurious to the goodwill or reputation of TTML or its business and/or (b) DoT is detrimental to the security of the nation, as may be considered and advised by DoT.

(ix) Channel Partner stops carrying on business for a period of five (5) or more consecutive business days without TTMLs prior written consent.

(x) Dissolution/ winding up/ closing down of the operation by Channel Partner.

(xi) Non-performance or successive failure in achieving the Performance Criteria, and other targets by Channel Partner.

(xii) Any other reason/s for which, in the opinion of TTML, termination is the remedy to protect the interest of TTML and its business.

14.2 Termination by Channel Partner: Notwithstanding any provision to the contrary, Channel Partner may terminate this Agreement by giving three (3) months written notice to TTML upon the happening of one or more of the following:

(i) Any material breach or violation of any of the terms and conditions of this Agreement by TTML, if within 30 days of written notice from Channel Partner of such breach or violation and such breach or violation is not cured.

(ii) TTML ceases to provide the Service.

(iii) The dissolution/ winding up of TTML. Provided that Channel Partner shall keep providing its/his services in accordance with the terms of this Agreement and as per the agreed service levels during the aforesaid period of three (3) months unless otherwise advised by TTML.

14.3 Termination for Convenience

TTML shall be entitled to terminate the appointment of Channel Partner by giving one (1) months written notice to Channel Partner, without assigning any reasons whatsoever, at the sole discretion of TTML and Channel Partner shall have no claim in respect thereof or for any matter in consequence thereof, against TTML. However, Channel Partner shall keep providing the services in accordance with the terms of this Agreement and as per the agreed service levels during the aforesaid notice period of one (1) month.

14.4 Notwithstanding anything contained herein, TTML shall be free to terminate this Agreement without any notice for the reasons set forth in clause 8.10 above.


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14.5 Notwithstanding anything contained herein, Channel Partner shall be free to terminate this Agreement by giving 60 days notice to TTML, in case the Consideration, Clawback and Chargeback communicated to Channel Partner as contemplated in clause 10.2 and 10.3 above, are not acceptable to Channel Partner, provided that the Channel Partner shall exercise such option to terminate within 30 days from the date of receipt of the said communication from TTML.

15. Results of Termination

15.1 Upon termination, Channel Partner shall:

(i) Not have any claim, damages, compensation, whatsoever, against TTML in respect of such termination.

(ii) Immediately return to TTML all information, data including accounts, addresses and names of all the Customers/ Subscribers which are then in the possession of Channel Partner and materials pertaining to the Products and Services and other TTML properties loaned to Channel Partner, all unpaid for inventory and all inventory supplied by TTML on consignment if any, should TTML not request the return of such signage, material or documents, Channel Partner shall immediately cause the same to be destroyed at its cost.

(iii) Immediately discontinue the operation of channel arrangement and the use of any TTML System including without limitation, the IPR and any other thing whatsoever associating Channel Partner with TTML.

(iv) Immediately stop displaying and/ or using any and all signs, signage, stationery, packaging, forms, advertising and any other printed or other matter or other objects used in connection with the TTML System or containing or bearing any of the IPR. Promptly execute such documents or take such actions as may be necessary for the foregoing and shall not thereafter operate or do business under any name or in any manner that might lead to the inference that it/he/she is or was associated with TTML or that it/he/she is operating a business similar to that of TTML.

(v) If it/he/she retains possession of the Outlets, promptly and at its/his/her expense it/he/she shall make such modifications to the interior and/ or exterior appearance and design of the Outlets as TTML may require, remove all identification such as displays and leasehold improvements associated with channel arrangement and promptly return such items to TTML.

(vi) Stop and desist from soliciting business of any kind from any of such Customers/ Subscribers.

(vii) Issue No Demand Certificate in the format provided in Schedule E.

15.2 However, it is understood and agreed by Channel Partner that TTML shall have no obligation to take back any Products sold to Channel Partner.


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16. Market Focus and Non-Competition

16.1 In consideration of TTML having appointed Channel Partner as recorded in this Agreement, Channel Partner shall not and shall ensure that no affiliate, officer, director, shareholder or principal thereof will, directly or indirectly without prior written consent of TTML:

(i) Act as an agent or reseller of, have any direct or indirect interest in, or maintain any business relationship with, any provider of a Competing Service.

(ii) Directly or indirectly contact Customers/ Subscribers in an attempt to convert them, to a Competing Service provider.

16.2 Channel Partner shall solicit Subscriptions to the Service provided by TTML and distribute the Products and Services from TTML only, and shall not solicit subscription to or lead any Subscriber on to, or enter into an agreement of similar nature with, any Competing Service owned or operated by any Person.

17. Assignment

17.1 Channel Partner shall not assign or transfer this Agreement or any rights, duties, obligations or benefits thereunder to any Person/s without prior consent in writing from TTML. TTML shall be entitled to refuse such consent without assigning any reasons. Any purported assignment made without such written consent shall entail termination of this Agreement and such termination shall be effective as of the date of the purported assignment. Any material change in the management or control of the channel operation shall be deemed to be an assignment requiring the prior written consent of TTML, as contemplated herein above.

17.2 In the event, Channel Partner desires or proposes to voluntarily sell, assign or transfer the channel arrangement to any Person, Channel Partner shall first notify TTML in writing of such proposed sale, assignment, transfer or other action setting forth in detail the nature of the transaction, the name and address of the proposed purchaser, assignee or transferee or party acquiring any interest and the consideration if any. Before TTML considers the proposed transaction, Channel Partner shall ensure that;

(i) Reasonable demonstration and verification is done by Channel Partner to the satisfaction of TTML that the proposed purchaser, assignee, transferee or person or otherwise, acquiring the interest/ proposing to acquire interest from Channel Partner, is of good moral character and possesses the business experience and technical capability, credit standing, health and adequate financial resources necessary to successfully operate the channel arrangement in accordance with the terms of this Agreement. If the proposed purchaser, assignee or transferee is a corporation, partnership or other business formation the provisions of the preceding sentence shall apply to the individuals who are to own or manage such corporation, partnership or association. Channel Partner shall cooperate with TTML in making available such information as TTML, may require.

(ii) Channel Partner shall not be in default under any provisions of this Agreement and shall pay in full all amounts owed to TTML at or prior to closing of the transactions.


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(iii) Any proposal for sale, assignment or transfer of this Agreement as such to be made by Channel Partner, shall be evidenced by a written document in a clear form to the satisfaction of TTML in which the proposed purchaser, assignee or transferee shall expressly assume all obligations of Channel Partner herein, whether accrued at the time of such assignment or arising thereafter and shall agree to be bound by all the terms and conditions of this Agreement to the same extent and in the same manner as Channel Partner.

(iv) If the purchaser, assignee or transferee is a corporation or partnership or other entity, any of the owners of which, enjoy limited liability by law, the individual/s who own the controlling interest therein, shall execute and deliver to TTML a personal guarantee to this effect.

(v) Channel Partner and each of its shareholders, principals, directors and officers shall have executed and delivered to TTML a general release deed as may be required by TTML, of any and all claims and causes of action against TTML, its affiliates and their respective offices, agents and employees before the purchase, assignment or transfer.

17.3 TTML shall be entitled to assign, sub-contract or outsource its rights and/or obligations hereunder (or any part/portion thereof) to any Person at any time without the prior consent of Channel Partner. In addition to ensuring adherence to TTMLs Manuals, instructions and other guidelines, Channel Partner shall, in relation to marketing of services, goods and commodities of any other organization authorized/specified by TTML pursuant to provisions of Clause 2.1 hereinabove, also be liable to abide by the instructions, guidelines and manuals issued by such authorized/specified organization.

18. Confidentiality

18.1 Channel Partner agrees that any and all information concerning the business or affairs of TTML, its specifications, standards, procedures, terms of this Agreement and any Customer/Subscriber related information including names, addresses and phone numbers (collectively referred to as Confidential Information) which has come to his knowledge as a consequence of the Agreement ,is the property of TTML and shall always be treated as strictly confidential. The term Confidential Information shall include such other information/ data/ details or documents, which may be notified to be so by TTML from time to time.

18.2 Channel Partner shall not disclose and shall ensure that none of its officers, directors, shareholders or principals disclose any Confidential Information to any person except to those who need to know to operate the channel arrangement, without the express prior written consent of TTML. This provision is in addition to any other covenant or agreement previously given by Channel Partner to TTML regarding the treatment of Confidential Information. On termination of this Agreement the Confidential Information shall be handed over to TTML.


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19. Force-Majeure

19.1 If by an act of God or an act of State or whatsoever beyond the competence, control and power of the Parties herein, which includes but is not limited to all matters which are on account of irresistible, destructive or disruptive force of natural phenomena, war, extensive civil disturbances, legislative actions, floods, droughts, earth quakes, embargoes, quarantine, suspension or cancellation of TTML licence etc; the Parties not being in a position to perform their obligations, such Party/ies shall not be liable to pay the other any compensation or damages whatsoever.

19.2 Any event defined as Force Majeure in Clause 19.1 above shall be brought by the Party suffering there from to the notice of the other Party within a period of 15 calendar days

19.3 If the period exceeds three (3) months and the resumption of operation is not possible in the opinion of a Party, then in such a situation this Agreement may be terminated with immediate effect, at the instance such Party/ies.

19.4 The Parties herein, in such event, shall not have any claim whatsoever against each other and this Agreement shall be treated as closed by mutual consent without any further liability.

20. Notices

All notices to TTML from the Channel Partner shall only be addressed to the concerned Circle Head. Any notice or demand or business communication required or permitted to be given hereunder shall be given in writing and shall be deemed sufficiently given when delivered personally to the Party to whom it is directed or sent by telecopier or by registered mail or by courier with proof of delivery at the address set forth hereinabove or any change of address mutually communicated. Any notice or demand or business communication given by personal delivery shall be deemed to have been received on the date of delivery and any notice or demand or business communication sent by telecopier or registered mail or courier shall be deemed to have been received, in the case of telecopier on the first business day after transmission and in the case of registered mail or courier on the third business day, after which it was mailed/couriered. Any change in the address of the Chanel Partner shall be notified to TTML forthwith.

21. Insurance

21.1 Channel Partner shall alone be responsible for all loss and damage arising out of or relating to the operation of the channel arrangement or arising out of the acts of commissions or omissions of Channel Partner or any of its dealers, operators, agents, servants or personnel in connection with rendering of services by Channel Partner or solicitation of Subscriptions and for all claims for damage to properties or for injury or death of any personnel directly or indirectly resulting there from.

21.2 Channel Partner shall at all times during the Term of this Agreement, at Channel Partners sole expense, be insured for, under a comprehensive liability insurance policy as may be advised by TTML from time to time, against clients for bodily injury and personal injury, death or property damage caused by fire, floods, theft, and / or occurring in conjunction with the channel arrangement.


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21.3 In particular, Channel Partner shall procure and maintain insurance from a reputed insurance company acceptable to TTML with regard to the Products and other TTML properties kept or lying on the Outlets, of such amount/s and for such risks as may be specified by TTML from time to time.

22. Acknowledgements

22.1 Channel Partner acknowledges that it/he has conducted an independent investigation of the channel business contemplated herein and recognizes that the said business venture involves business risks and that its success will be dependent upon both the ability of Channel Partner as independent business person and the markets for communication service generally.

22.2 TTML expressly disclaims the making of, and Channel Partner acknowledges that it/he has not received any representations, warranties or guarantees or promises from TTML, expressed or implied, as to the potential volume of business profits or success of the channel arrangement. Channel Partner also acknowledges that he had ample time to understand the business and to read this Agreement and thus has read this Agreement and Manual thoroughly and has fully understood the same.

22.3 Channel Partner further acknowledges that it/he has had adequate opportunity to be appraised by legal counsels and accounting professionals of its own choice, regarding all pertinent aspects of this Agreement, the relationships contemplated hereby and the operation of the channel arrangement.

22.4 Notwithstanding anything contained herein, the Channel Partner acknowledges that TTML shall be free to impose any penalties as may be considered and advised by DoT and / or hold back, in part or full, any monies due and payable to the Channel Partner either by way of Consideration or refund of security deposit or otherwise, which in the opinion of TTML should be held back, in the event of any default, potential default, breach, or non-adherence of the terms and conditions of this Agreement by the Channel Partner, until the same is rectified by the Channel Partner to the satisfaction of TTML or settled in arbitration.

23. Legal Remedies

Channel Partner agrees and acknowledges that without prejudice to any other remedies, which may be available to TTML, in the event of any breach /violation on the part of Channel Partner of the terms and conditions of this Agreement and/or Manuals, all other instructions etc, TTML shall be entitled to stop the operation of Channel Partner under this Agreement with immediate effect after complying with the formalities herein, which in the opinion of TTML would otherwise cause TTML irreparable loss, harm and damage. Channel Partner therefore agrees that TTML shall be entitled to injunctive reliefs including interim injunctions in any court/s in such events.

24. Existence of certain provisions after expiry or Termination

Notwithstanding the expiry or termination of this Agreement for any reason whatsoever including assignment or transfer by Channel Partner to any other Person, the terms and conditions and other obligations to be performed and/ or observed by either Party under this


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Agreement in so far as they are of such import as required to survive and continue to exist the expiration or termination of this Agreement, shall continue to bind the Parties. Such rights shall include Representations and Warranties, IPR, Confidentiality, Results of Termination, Indemnification etc; as contemplated in this Agreement.

25. Indemnification 25.1 Channel Partner shall at all times protect and promote the interest of TTML and shall

indemnify and keep indemnified TTML against all actions, proceedings, claims, demands, damages, costs and expenses arising out of any non compliance of statutory obligations, breach of the terms and conditions hereof, or in connection with the performance deeds or misdeeds of Channel Partner and/or attributable to Channel Partner and/or the retailers/dealers/operators who may be appointed by Channel Partner and/or who may work under Channel Partner, in this connection, which are brought against TTML and/or their directors/officers/representatives, etc. TTML shall be vested with the sole discretion to determine such damages/claims and have right to adjust the same from Consideration, security deposit or any dues payable to Channel Partner.

25.2 Channel Partner acknowledges that TTML shall not be liable to Channel Partner or any

other Person consequent upon termination of the Agreement for any reason whatsoever in respect of any claim for loss or profits or for any anticipated bookings for TTML or on account of any expenditure, investments, leases, capital improvements or any other commitments made by Channel Partner in connection with this Agreement in reliance upon or by virtue of Channel Partners appointment under this Agreement.

25.3 Channel Partner hereby undertakes to indemnify and keep indemnified TTML against

claims, actions, any punitive measures, damages, penalties initiated/imposed by statutory authorities on TTML due to non-compliance of mandatory statutory provisions including but not limited to; guidelines on acquisition of Subscribers, collecting and submitting to TTML complete customer application forms and obtaining photo and identity and address proof documents, PAN / GIR No. or Form 60 or Form 61 as applicable from time to time. Channel Partner irrevocably undertakes to collect and furnish the aforementioned information as determined by statutory provisions and/or as specified by TTML.

26. General

Entire Agreement

26.1 This Agreement together with all schedules, annexures, appendices and amendments incorporated/communicated from time to time constitutes the entire agreement between the Parties relating to the subject matter hereof and this Agreement supersedes all prior arrangements/ agreements if any. There are no oral or implied agreements and no oral or implied warranties or understanding between the Parties.


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Severability

26.2 If any provision/s of this Agreement shall be held/declared invalid, the remaining provisions hereof shall continue to be valid and binding upon the Parties. Neither failure, refusal nor neglect of TTML to exercise any right/s under this Agreement or to insist upon full compliance by Channel Partner with its/his obligations, nor any other waiver of any default of any provision/s of this Agreement, shall be deemed to be a waiver of any other default or breach of the other provision/s of this Agreement by Channel Partner.

Miscellaneous

26.3 No exercise or enforcement by TTML of any right or remedy hereunder shall preclude the exercise or enforcement by TTML of any other right or remedy to which TTML is entitled by law.

26.4 TTML shall have the right to change, amend, modify the terms and conditions contained herein and /or the scope of service of Channel Partner etc; as it may deem necessary for operational reasons and/or business requirements, without any consent from Channel Partner and such changes, amendments, modifications, whatsoever, that may be communicated to Channel Partner from time to time, shall form part of this Agreement and bind Channel Partner.

26.5 In case the Channel Partner fails to pay to TTML or to the retailers or to its other associates under this Agreement, any amounts owed by Channel Partner, TTML, without affecting in any way its other rights and remedies hereunder and in law, shall have the right at its option to deduct/withhold/adjust the same from the Consideration, security deposit and/or from any monies or credits standing in the name of Channel Partner, payable/refundable by TTML to Channel Partner or held by TTML for Channel Partners account.

26.6 Parties herein agree to execute and deliver such further or other agreement/s, assurance/s, understanding, acknowledgement/s or document/s, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and perform and cause to be performed any further or other acts, things and deeds that may be necessary or desirable in order to give full effect to this Agreement and every part hereof and more effectively distribute and offer the service.

26.7 Channel Partner shall not take out any press release or do other publicity of any nature regarding this Agreement without prior written approval of TTML.

27. Arbitration

27.1 In the event of any dispute, difference or question between the Parties hereto relating to or concerning or arising out of this Agreement, the same shall be referred to the arbitration by a sole arbitrator appointed by the Head of the Circle or Managing Director of TTML or such person duly nominated by either of them and whose decision shall be final and binding on the Parties.


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27.2 The arbitration shall be governed by the Arbitration and Conciliation Act 1996 and the same shall be conducted at the Mumbai or such other place/s as may be decided by the arbitrator. The arbitrator shall have summary powers and he shall not be bound to give any reasons.

27.3 The award of the arbitrator shall be final and binding on the Parties and the arbitral proceedings shall be conducted in English language.

28. Jurisdiction

Save and except as provided in the preceding clause, the courts at Mumbai shall have exclusive jurisdiction in this matter.

IN WITNESS WHEREOF, THE PARTIES HEREIN HAVE EXECUTED THIS AGREEMENT AND AFFIXED THEIR SIGNATURES ON THE DAY, MONTH AND YEAR AS FIRST AFORESAID.

Tata Teleservices (Maharashtra) Limited

Channel Partner

Signature

Name

Title

Date


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Witness:

Tata Teleservices (Maharashtra) Limited

Channel Partner

Signature

Name

Signature

Name

For TTML internal use: The Agreement is as per Standard Format and there is no change in it. All internal approvals are in place at the time of my / our approval and I / we take the responsibility of this appointment.

Name of the official giving approval

Initiator Head of the Department

Designation

Date

Place


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SCHEDULE A

Part - A

Scope of services to be performed by Channel Partner A. Basic Scope

Channel Partner shall primarily be responsible for the following:

(i) Promotion of Subscriptions and activation of Subscribers; (ii) Ordering, purchasing stock from TTML, procuring logistics and selling and promoting

the postpaid subscriptions and products of TTML (iii) Issuing forms and enrolling new subscriptions for intending Subscribers of TTML (iv) Collection and submission of subscription documents to TTML (v) Collection of cash payments made by the Subscribers. Channel Partners who are

involved in collection shall alone be responsible and accountable for the deposits made into TTML system using user id, provided to Channel Partner by TTML and the entries made thereunder.

(vi) Selling of value added services (VAS) to intending Subscribers; (vii) Conduction of proper identification and address verification of the Subscribers, as per

the regulatory norms communicated from time to time. (viii) Providing Service in a best standard, quality and time bound manner.

Channel Partner shall further be responsible for the following:

i. Channel Partner shall provide and extend all necessary support to TTML in case any

recovery of outstanding amounts from the Subscriber is initiated by TTML, for effective pursuance of any legal action and subsequent recovery of dues.

ii. Channel Partner shall furnish to TTML, in such manner and at such times as TTML may reasonably request, documents, accounts, estimates, returns, or other information and procure and furnish to TTML such reports as it may reasonably require.

iii. Channel Partner shall be responsible for resolution of all the disputes with Subscribers. iv. Channel Partner shall at all times provide information to TTML about the Subscribers

as required by the authorized representatives and officers of the Government of India, including Police, Customs, Excise, Intelligence Department Officers, etc., as and when such information is required for investigation of crimes or in the interest of national security.

v. Channel Partner shall collect all the receipts and relevant documents and the Confidential Information from its employee(s) at the time of their leaving the Channel Partner or Channel Partners termination of their services.

B. Mandatory Obligations and Acknowledgement

i. Channel Partner shall read and understand all present orders, directions, guidelines of

Telecom Regulatory Authority of India (TRAI) / DoT and/or as informed by TTML with respect to verification of the identity of the Subscribers / prospective subscribers at the time of activating the Subscribers connection and adhere to them.


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ii. Channel Partner shall, before giving any Subscriber the connectivity to the Services of TTML, shall identify the Subscriber with photo identity documents and shall collect and furnish all the prescribed documents and information relating to the Subscriber, prospective subscriber viz. Enrolment Forms, Identification proofs etc. and deliver the same to TTML in originals in the manner as specified from time to time.

iii. Channel Partner shall furnish the indemnity in the form provided in SCHEDULE C. iv. Channel Partner shall understand that any breach of the orders, directions, etc. of

TRAI / DoT and/or any other statutory authority/ies with respect to verification of identity of any Subscriber, shall be viewed seriously and may be treated as compromising with the security of the nation and the Channel Partner / its agents / personnel shall be solely responsible for all legal action/consequences for such contravention including criminal action arising there from.

C. Key Deliverables

i. Channel Partner shall ensure completeness in all the Customer Application Forms (CAF) by its respective agents as well and shall ensure that the agents shall duly fill, sign and stamp each CAF.

ii. Channel Partner and its appointed agents shall also duly sign and stamp the CAF to the effect:

a. that the CAF as also the verification form have been fully and completely filled

up; b. that each and all items of verification have been physically and completely

verified by the Channel Partner and its agents; c. that each and all documents, papers, information pertaining to verification have

been fully and completely seen and procured by the Channel Partner and agents; and;

d. That the verification carried out by the Channel Partner and its agents fully complies with each and all requirements of TRAI / Dots orders and directions in force on that day as also the requirements of TTML.

iii. Channel Partner shall forward each and all CAF/s, papers, documents etc.

stipulated/contemplated herein to TTML within the time period specified in this behalf by TTML in writing from time to time.

iv. Channel Partner and its agents shall maintain proper records and details of each and every CAF and apart from providing the copies of the same to TTML shall continue to maintain the same at its Outlets so as to make them available as required by TTML. Copies of the same may be called for by TTML at any time in its sole discretion and it shall be the responsibility of Channel Partner to provide the same within the time stipulated by TTML.

v. Channel Partner shall be responsible, as set forth herein before, for proper verification of identity and address of the Subscriber based on the documents provided by the Subscriber before enrolling the Subscriber. In the event, it is found that the address or credit verification of the Subscriber fails or any discrepancy is found in the information as provided by the Subscriber at the time of applying for Subscription, for any reason whatsoever, the CAF filled by the Subscriber shall stand cancelled and withdrawn with immediate effect to enable TTML to refund the deposit money to the Subscriber.


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D. Computer / System Use

i. In the event Channel Partner or its employees, agents or representatives are granted use of TTMLs computers or computer systems, Channel Partner agrees not to use the computer and/or computer systems, except as required to perform its/his obligations and services agreed to hereunder. In no event shall the Channel Partner or its employees, agents, representatives use the computers, computer systems to develop programmers or process data for any person or entity other than for TTML or for the purpose as set out in this Agreement.

ii. Channel Partner shall not use the computer, computer systems for any purpose not

permitted by law and more particularly for any purpose, which is illegal under the Information and Technology Act, 2000.

iii. Channel Partner acknowledges and agrees that the computer, computer

system/software of TTML to which it/he has an access to, is very crucial to TTML and any improper use thereof, intentionally or otherwise, shall result in huge losses to TTML. In the event TTML suffers any loss or damage due to such improper use and/or negligence, Channel Partner shall be responsible for all losses, actions, costs, and consequences in respect thereof.

E. Insurance

Channel Partner shall take necessary insurance cover in respect of the infrastructure and all stock Products and other items in which TTML shall also be the beneficiary to the extent of its claims. Channel Partner shall adhere to TTMLs advice from time to time. In the event of failure to take insurance policy/renew the policy in time, Channel Partner shall make good all the losses suffered by TTML.


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PART B-I

PREPAID Channel Partner

This scope is in addition to the Scope mentioned in Part A above, and specific to PREPAID Channel Partner. Any inconsistencies between this and Part A, this shall prevail over Part A, to the extent of the inconsistencies, and otherwise Part A and Part B are complimentary to each other.

Scope of Service

The PREPAID Channel Partner shall: 1. Ensure manpower to sell Products, starter kits & RCVs, as per direction of TTML. 2. Invoice Products, starter kits & RCVs as per direction of TTML. 3. Increase number of active Products, starter kits & RCVs selling outlets. 4. Ensure timely visit & regular service to all active Products & RCV selling outlets. 5. Ensure minimum seven (7) days stock of Products & starter kits & minimum 3 days stock

of RCVs / EVD. 6. Ensure that the complete range of Products, starter kits & RCVs are maintained so as to

provide the same to retail as per market requirements. 7. Ensure that Products, starter kits & RCVs are well displayed at the retail outlets. 8. Ensure that every retail outlet is well decorated with POP / merchandise of TTML. 9. Ensure maintenance of accurate MIS on outlet wise sales & activations of Products &

starter kits & sales of RCVs / EVD. 10. Channel Partner to provide 100% accurate information / MIS to TTML whenever required.

Any deviation will be viewed as data manipulation & will be viewed seriously. 11. Ensure timely collection of completed CAF from retail outlets & submission to courier. 12. Ensure that no request for activation of new Customer is sent before confirming that the

photograph, proof of address & proof of Identity are complete. Violation of this condition is a violation of the guideline of the Govt. of India & has severe consequences.

13. Ensure that outlets mapped under him for activation, also adhere to condition number 12.

14. Ensure that his personnel maintain proper records for all CAFs submitted to TTML. 15. Ensure that timely incentive is being passed on to the retail channel. 16. Ensure that there is adequate insurance cover for his Outlets, Products, cash & people.


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PART B - II

POSTPAID Channel Partner - Direct Sales Associate POSTPAID

This scope is in addition to the Scope mentioned in Part A above, and specific to POSTPAID Channel Partner. Any inconsistencies between this and Part A, this shall prevail over Part A, to the extent of the inconsistencies, and otherwise Part A and Part B are complimentary to each other. The Channel Partner is referred as Associate in this Part B.

Scope of Service

The Associate shall provide the following services to TTML in relation to acquisition and servicing of Subscribers / applicants of post paid tariff plans offered by TTML:

i). Promote the sales and marketing of TTML Services in relation to post paid Subscriptions,

mobile phone services, FWP, which includes but is not limited to sale of Products and Services.

ii). Ensure adequate manpower on board as per company norms. iii). Ensure appropriate infrastructure for TTML business operations as per company norms

formulated/Suggested from time to time. iv). Maintain stocks of merchandise in sufficient quantity at the Outlets. The range/models

and quantity of merchandise to be maintained by the Associate shall be specified by the TTML from time to time on the basis of business requirements.

v). Provide 100% accurate information/MIS to the company whenever required.

vi). Identify the potential customers and make available to them the Services as per their

requirements and in compliance with procedures specified by TTML. vii). Always promote the business interests of TTML.

viii). Assist TTML in various promotional schemes identified and launched by TTML and to

adhere to the deadlines, targets and processes/procedures/guidelines specified by TTML from time to time in this regard.

ix). Assist in advertising the TTML Services in accordance with the instructions issued by TTML

from time to time.

x). Supply periodical reports, returns and other information relating to the Services, market conditions, Customers taste and preferences and such other information as may be of interest to the TTML and desired and required by the TTML.

xi). Maintain proper books of accounts and records of all transactions related to Subscribers /cash/cheque/credit card collections & inventory as per the formats prescribed by TTML.


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xii). Provide under its own name and responsibility a full and complete marketing and sales service team for the TTML Services.

xiii). In consultation with TTML devise adequate methods and administrative processes for the

delivery and forwarding to TTML of all CAFs for TTML Service and to further ensure that: (a) Each request by a Subscriber for availing the TTML Services is arranged by the DSA

through the prescribed CAF. (b) The Subscriber has assented to TTML's terms and conditions for TTML Service before

signing the CAF. (c) Each CAF is correctly and fully completed and signed by each Subscriber and is

accompanied by the prescribed documents, photographs and declarations etc. (d) A copy of each CAF in original is immediately transmitted to TTML in the form and

manner as may be advised by TTML from time to time. (e) The CAF is thoroughly verified in all respects and all certificates/affirmations as

specified by TTML are in place, before sending the forms to TTML.

xiv). The Associate in consultation with TTML shall devise adequate methods and administrative processes for the collection/deposit of money from the Subscribers for the connection to the TTML Services and shall further ensure that:

a: The Security Deposit, activation fee and all other charges to be collected from the

Customer collected by the Associate from the Customers on behalf of the TTML on the previous day are deposited into the TTML designated bank account

Documents

Channel Partner Agreement - Version - (CDMA) -1.1