This Technical and Commercial Interconnection Agreement

(HITS Platform) along with its Schedules and Annexures is

executed on this ________day of _____________ 201…

BY AND BETWEEN:

INDUSIND MEDIA & COMMUNICATIONS LTD., Multi System

Operator, having its office at INCENTRE, 49/50, 12th road, MIDC,
Andheri East, Mumbai- 400056, through its Authorized Signatory,
hereinafter referred to as the “IMCL” which expression shall unless
repugnant to the context or meaning thereof, be deemed to include
its successors, assignees, legal heirs and executors of the ONE
PART.

MSO’s Status: Company

AND

__________________________________ having its office at

____________________________________________________________________
_______________________________, through its Authorized Signatory,
hereinafter referred to as the “MSO/LCO” which expression shall
unless repugnant to the context or meaning thereof, be deemed to
include its successors, assignees, legal heirs and executors, of the
OTHER PART

MSO/LCO’s Status: Individual/Firm/Company/Association of

Persons/Body of Individuals (strike out whichever is not applicable
or modify suitably in case of Association of Persons or Body of
Individuals)

The IMCL and the LCO/MSO are hereinafter individually referred to

as ‘Party’ and collectively referred to as “Parties”.

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WHEREAS,

A. The IMCL is a cable operator, who has been granted

registration No. ____________ dated _______________ under the Cable
Television Networks Rules, 1994, by the Ministry of Information and
Broadcasting, for providing cable TV services through digital
addressable systems in the areas of All India notified by the Central
Government under Section 4A of the Cable Television Networks
(Regulation) Act, 1995.

B. The MSO/LCO is a cable operator, who has been granted

registration under the Cable Television Networks Rules, 1994, having
postal registration No. _____________________ dated __________, in the
head post office ____________________, [Name of the head post office]
for providing Cable TV Services in ___________________________
[Mention the area].

C. The MSO/LCO has requested the IMCL vide its letter

No.______________ dated ________________ for making available
signals of TV channels and the MSO has agreed vide its letter
No.______________ dated ____________ to provide signals of TV
channels to such MSO/LCO.

D. That IMCL is engaged interalia, in the business of facilitating

the services of reception and distribution of various satellite
channels, video and audio services, video on demand, value added
services, broadband and other allied services with an integrated SMS
and CAS, call centres, etc., to multi system operators and local cable
operators under the name and style of “NXT Digital” through its
‘Head-end In the Sky’ (HITS) platform.

E. TERRITORY: Territory, in the context of this Agreement is All

India [mention the name of area(s)/city(ies)/ district(s)/ state(s) for
which this agreement is being signed.]

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F. The Parties have mutually agreed to execute this Agreement -
on principal to principal and non-exclusive basis - between them to
govern the roles, responsibilities, rights, obligations, technical and
commercial arrangement in regard to the distribution of TV channels
in the Territory.

G. The Parties also mutually agree that each and every

transaction including transaction of any properties/ assets between
the Parties shall be carried out in writing or in any other verifiable
means.

NOW, THEREFORE, in consideration of the foregoing and the

mutual covenants contained herein, the Parties agree as follows: -

1. DEFINITIONS

The words and expressions used in this Agreement shall have

meanings as assigned to them in the Schedule to this Agreement. All
other words and expressions used in this Agreement, but not
defined, and defined in the Act and rules and regulations made there
under or the Cable Television Networks (Regulation) Act, 1995 (7 of
1995) shall have the meanings respectively assigned to them in those
Acts or the rules or regulations, as the case may be.

2. TERM OF THE AGREEMENT

2.1 The Agreement shall commence on____________ and shall

remain in force till the date of expiry of registration of IMCL or the
MSO/LCO, as the case may be, whichever is earlier, unless
terminated by either Party as per the terms and conditions of this
Agreement.

2.2 The duration of the Agreement may be extended on terms and

conditions to be mutually agreed between the Parties and recorded in
writing provided that the extended term does not go beyond the last

3
date of validity of registration of the IMCL or the LCO/MSO,
whichever is earlier.

3. TERMINATION OF THE AGREEMENT

3.1 Either Party has a right to terminate the Agreement by serving

an advance notice of 21 days in writing to the other Party in the
event of: -

(i) material breach of the Agreement by the other Party which

has not been cured within 15 days of being required in
writing to do so; or

(ii) the bankruptcy, insolvency or appointment of receiver over

the assets of other Party; or

(iii) the other Party indulging in, or allowing or inducing any

person to indulge in piracy or carrying programming service
provided on the channel which is in violation of the
Programme and Advertising Codes prescribed in the Cable
Television Network Rules, 1994, as amended from time to
time.

3.2 The MSO/LCO has a right to terminate the Agreement in

the event of the MSO discontinuing the business of
distribution of TV channels in the Territory.

3.3 The IMCL has a right to terminate the agreement in the

event of the LCO/MSO discontinuing its cable TV business in
the Territory.

3.4 If the IMCL decides to discontinue the business of

distribution of TV channels in the Territory for any reason, it
shall give a notice in writing, specifying the reasons for such
decision, to the MSO/LCO at least 90 days prior to such
discontinuation.

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 3.5 If the MSO/LCO decides to discontinue its business of
providing signals of TV channels to the subscriber in the
territory, it shall give a notice in writing, specifying the reasons
for such decision, to the IMCL at least 90 days prior to such
discontinuation.

4. EFFECT OF TERMINATION AND EXPIRY

4.1 In the event of termination or expiry of the term of the

Agreement, as the case may be, at the instance of either Party, each
Party shall pay all amounts due and payable up to the date of
termination or expiry to the other Party.

4.2 The MSO/LCO shall, within 15 days of the termination or

expiry of the term of this Agreement, as the case may be, in terms of
the provisions mentioned herein, hand over to the IMCL all
properties and assets belonging to the IMCL (including STB’s in good
condition with all accessories), which are in the custody of the
MSO/LCO. The MSO/LCO shall also be liable to make good all the
losses or damages, if any, caused to such properties and assets
belonging to the IMCL, in custody of the MSO/LCO, within 30 days
from the receipt of notice to this effect from the MSO and in the event
of inability of MSO/LCO to repair such properties/assets, the
MSO/LCO shall pay to the IMCL the depreciated value of such
properties/ assets.

4.3 The IMCL shall, within 15 days of the termination or expiry of

the term of this Agreement, as the case may be, in terms of the
provisions mentioned herein, hand over to the MSO/LCO all
properties and assets belonging to the LCO/MSO, which are in the
custody of the MSO. The IMCL shall also be liable to make good all
the losses or damages, if any, caused to such properties and assets
belonging to the MSO/LCO, in custody of the IMCL, within 30 days
from the receipt of notice to this effect from the MSO/LCO and in the

5
event of inability of MSO to repair such properties/assets, the IMCL
shall pay to the MSO/LCO the depreciated value of such properties/
assets.

Explanation: - The clause 4.2 and 4.3 above shall not have any
application in respect of Hardware or any other equipment (other
than STB) belonging to the IMCL or the MSO/LCO, as the case
may be, which are installed at the premises of the subscribers.

4.4 If the MSO/LCO or the IMCL, as the case may be, fails to hand
over the assets or make good losses or damages caused to such
properties and assets within the above stipulated period, the
defaulting Party shall be liable to make payment for the depreciated
value of the same together with simple interest calculated at the rate
2% p.m. over and above the base rate of interest of the State Bank of
India.

5. PROVISIONING OF SERVICES

5.1 The IMCL shall make available signals of TV channels to the

MSO/LCO, on non-exclusive basis, in order to distribute the same to
the subscribers in the Territory, in terms of this agreement and as
per prevailing norms, policies, the applicable laws and rules,
regulations, directions and orders of the concerned authorities.

5.2 SERVICES / TECHNICAL REQUIREMENTS:

Subject to the terms of the Agreement and in consideration of

payment of the Managed Service Fees by the MSO/LCO, IMCL
shall provide to the MSO/LCO the following services:

(i) Digital delivery of broadcast signals through a satellite to

be received by the MSO by using dish antennae and
other allied equipment as prescribed by IMCL;

(ii) Central subscriber management system;

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(iii) Centralized billing services of Subscriber to MSO/LCO;

(iv) Central conditional access systems;

(v) Pre-paid payment model using various payment modes

like on-line, mobile and recharge systems;

(vi) IMCL shall also operate a multi-lingual call center for

the benefit of MSO/LCO Subscribers.

(vii) IMCL shall provide Services to only such STBs which are
purchased by the MSO/LCO from the vendors/
suppliers that are certified or authorized by IMCL. The
MSO/LCO is entirely responsible for purchasing the
STBs on a cash and carry basis from the suppliers or
vendors recommended by IMCL.

(viii) IMCL shall provide encrypted satellite broadcast signal

feed to the MSO/LCO, who in turn would purchase a
Digital Head-end and the associated equipment, viz.
COPE, its associated accessories of the specifications
prescribed and from the vendor(s) recommended by
IMCL, for deploying the Services required by the
MSO/LCO for onward distribution to the Subscribers in
an encrypted format.

(ix) If the Service Fee in respect of any customer has not

been paid to IMCL, in such case, the customer shall
automatically get disconnected. In such a case to re-
activate the Services, the Subscriber shall be liable to
pay re-activation fees charged by IMCL and the Services
shall be resumed only upon receipt of such payment
from the Subscriber along with any other charges
prescribed.

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5.5 The MSO/LCO shall carry signals of TV channels received from
the IMCL, on non-exclusive basis, for distribution to the subscribers
in the Territory.

5.6 The Parties shall compulsorily transmit, re-transmit or

otherwise carry any channel or programme only in encrypted mode
through a digital addressable system strictly in terms of and in
accordance with the applicable laws and regulations.

5.7 The roles and responsibilities of the Parties to the Agreement

for provisioning of services are contained in clause 10 of this
Agreement.

5.8 In consideration of the roles and responsibilities mentioned in

clause10 of the Agreement, the revenue settlement between the
MSO/LCO and the MSO have been mentioned in the clause 12 of
the Agreement.

6. RIGHTS OF THE IMCL

6.1 The IMCL shall continue to have a right of ownership of its

network used to deliver the cable TV services under this agreement
and it may expand/ upgrade/ change/ replace/ re-design any part
or entire network subject to the condition that any such activity does
not interrupt or degrade the Quality of Service provided to the
subscribers.

6.2 The IMCL shall sign the interconnection agreement with

broadcasters for distribution of TV Channels as per prevailing
norms, policies, the applicable laws and rules, regulations, directions
and orders of the concerned authorities.

6.3 The IMCL shall have the right to finalize the maximum retail
price of each channel, as payable by the subscriber in compliance
with the provisions of applicable laws and rules, regulations and
tariff orders.

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6.4 The IMCL shall have the right to package the channels/
services offered on the network, as per its business plan and as per
prevailing norms, policies, the applicable laws and rules, regulations
and tariff orders.

6.5 The IMCL shall have the right to finalize the rate of Basic
Service Tier (BST) in compliance with the provisions of the applicable
tariff orders and regulations notified by the Authority from time to
time.

6.6 The IMCL shall have the right to finalise the rates of bouquets
of channels, if offered by the MSO, in compliance with the provisions
of the applicable tariff orders and regulations notified by the
Authority.

6.7 The IMCL shall have the right to get all requisite information
from the MSO/LCO for the purpose of fulfilling its responsibilities
under the Agreement, and the applicable orders and regulations.

7. RIGHTS OF THE MSO/LCO

7.1 The MSO/LCO shall continue to have its right of ownership of

its network used to deliver the cable TV services under this
agreement and it can expand/ upgrade/ change/ replace/ re-design
any part or entire network subject to the condition that any such
activity does not interrupt or degrade the Quality of Service offered to
the subscriber on its network.

7.2 The MSO/LCO shall have right to get all the requisite
information from the MSO for the purpose of fulfilling its
responsibilities under the Agreement, and the applicable orders and
regulations.

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8. OBLIGATIONS OF THE IMCL

8.1 IMCL shall set up and operationalize the Head-end,

Conditional Access System (CAS) and Subscriber Management
System (SMS) for ensuring efficient and error-free services to the
subscribers by recording and providing individualized preferences for
channels, billing cycles or refunds.

8.2 The IMCL shall make available to the MSO/LCO, the necessary
and sufficient information relating to the details of channels,
bouquets of channels, and services offered to the subscribers
including their prices.

8.3 The IMCL shall provide web based grievance redressal

mechanism for addressing the complaints of MSO/LCOs in relation
to the provision of services, roles and responsibilities, revenue
settlements, quality of services etc.

8.4 The IMCL shall not issue pre-activated STBs and the STBs
shall be activated only after the details of the Customer Application
Form (CAF) have been entered into the SMS.

8.5 The IMCL shall generate bills for subscribers on regular basis
(on behalf of MSO/LCO), for charges due and payable for each
month or as per the billing cycle applicable for that subscriber,
within 3 days from the end of the billing cycle. In the event if the
subscriber is on (portal) pre-paid model, the subscriber should make
the payment prior to the expiry of the period and commencement of
tenure of further parties.

8.6 The IMCL shall provide access to the relevant part of the SMS
under its control to the MSO/LCO for the purpose of fulfilling
responsibilities by the Parties under the Agreement, and the
applicable orders and regulations.

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8.7 The IMCL shall not indulge in any piracy or other activities,
which has the effect of, or which shall result into, infringement and
violation of trade mark and copyrights of the MSO/LCO or person
associated with such transmission.

8.8 The IMCL shall comply with all the applicable statutes or laws
for the time being in force, or any rules, codes, regulations,
notifications, circulars, guidelines, orders, directions etc. issued,
published or circulated under any law for the time being in force.

8.9 The IMCL shall not do any act or thing as a result of which,
any right or interest of the MSO/LCO in respect of cable TV signals
under this Agreement or any property of the MSO/LCO may be
infringed or prejudiced.

8.10 The IMCL shall be responsible for encryption of the complete

signal, up to the STB installed at the premises of the subscriber.

8.11 The IMCL shall not disconnect the signals of TV Channels,

without giving three weeks’ advance notice to the MSO/LCO clearly
specifying the reasons for the proposed disconnection as envisaged
in the Interconnection Regulation.

8.12 The IMCL shall make available consumer friendly electronic

payment options in the subscriber management system for the
electronic payment of bills by the subscribers, prepaid system for
subscribers and facility for acknowledgments/receipts to the
subscribers for the payments made by them.

8.13 The IMCL shall provide to the MSO/LCO at least 2% of the

total STBs active in the network of the MSO/LCO with an upper cap
of 30 STBs as maintenance spare, which are not pre-activated, to
ensure speedy restoration of services affected due to any fault in
STB. This quantity of maintenance spare STBs shall be maintained

11
during the term of the agreement. However MSO/LCO shall pay for
the STB’S as per the company’s policy.

8.14 The IMCL shall intimate to the MSO/LCO, at least 15 days in

advance, in respect of any proposed changes in the package
composition or the retail tariff being offered to the subscriber.

8.15 The IMCL shall have no right, without the prior written
intimation to the MSO/LCO, to assign or transfer any of its rights or
obligations under this Agreement. The Assignee shall be bound by
the terms and conditions of this agreement.

9. OBLIGATIONS OF THE MSO/LCO

9.1 The MSO/LCO shall handover a copy of CAF received from

subscribers within 15 days to the MSO till the receipt of CAF, IMCL
cannot activate the STB’s.

9.2 The MSO/LCO shall be responsible for entering the details of the
bill amount paid by the individual subscriber to the LCO for the
Cable TV services in the SMS.

9.3 The MSO/LCO shall not indulge in any piracy or other activities,
which has the effect of, or which shall result into, infringement and
violation of trade mark and copyrights of the IMCL, or any other
person associated with such retransmission.

9.4 The MSO/LCO shall have no right, without the prior written
intimation to the IMCL, to assign or transfer any of its rights or
obligations under this Agreement.

9.5 The MSO/LCO shall not replace the STBs of the IMCL with the
STBs of any other MSO without receiving the requests from the
subscribers through application forms for returning the STB of the
existing connections and for providing new connections through
Customer Application Form. The new Set Top Box shall be activated

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only after entry of the details, as provided in new Customer
Application Form, into the Subscriber Management System of the
new MSO, and compliance mentioned in clause no.9.11.

9.6 The MSO/LCO shall –

(i) not transmit or retransmit, interpolate or mix any
signals which are not transmitted or generated by the IMCL
without the prior written consent of the IMCL;

(ii) not insert any commercial or advertisement or

information on any signal transmitted by the IMCL. Any such
tampering of signals or interpolating of signals shall be deemed
to be a violation of this Agreement and shall constitute
sufficient cause for termination of this Agreement by the IMCL
by giving such notice as prescribed under the law or under this
agreement;

(iii) not interfere in any way with the signals provided by the
IMCL and also not use any decoding, receiving, recording
equipment(s), counterfeit set top box or Smart card and any
other like equipments;

(iv) not alter or tamper the Hardware including the seal (seal
to prevent opening of set top box), misuse, replace, remove and
shift the Smart card or STB without the written consent of
IMCL from their respective original addresses;

(v) not use, either before or after the installation of STB, of

any decoding, receiving, recording equipment(s), counterfeit set
top box(es), smart card(s) other than the STB(s), Smart cards
and any other equipments supplied/ approved by the IMCL,
and to take actions as directed by the MSO against such
subscribers.

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(vi) intimate the IMCL promptly about any alteration,
tampering with the Hardware including the seal, misuse,
replacement, removal and shifting of Smart cards and STBs,
without the written consent of IMCL, from their respective
original addresses and also about the use, either before or after
the STBs, of any decoding, receiving, recording equipment(s),
counterfeit set top box(es) and smart card(s) other than the
STB(s), Smart card(s) and any other items of Hardware
supplied by the IMCL, and to take actions as directed by the
IMCL against such subscribers.

9.7 The MSO/LCO shall not provide connection to any entity

for further retransmission of the Cable TV signals.

9.8 The MSO/LCO shall not record and then retransmit

Cable TV signals or otherwise to block or add or
substitute or otherwise tamper with the signal being
transmitted by the IMCL or with the trunk line nor shall
allow any other person to do so.

9.9 The MSO/LCO shall not do any act or thing as a result of

which, any right or interest of the IMCL in respect of the
Cable TV signals under this Agreement or any property of
the IMCL may be infringed or prejudiced.

9.10 The MSO/LCO shall permit access to the systems under

its control to the IMCL, on non-exclusive basis, for the
purpose of fulfilling responsibilities by the Parties under
the Agreement, and the applicable orders and
regulations.

9.11 The MSO/LCO shall not disconnect the signals of TV

Channels, without giving three weeks’ notice to the IMCL
clearly specifying the reasons for the proposed

14
 disconnection as envisaged in the Interconnection
Regulation, and without returning STB’S of the
subscribers of IMCL. The MSO/LCO cannot disconnect
the signal and connect with other IMCL till all the
outstanding dues are paid and STB’s are returned and
obtained No Dues Certificate from the IMCL.

9.12 MSO/LCO COVENANTS

The MSO/LCO hereby undertakes that it shall be responsible and
liable for –
(i) booking of orders from subscribers for provision of the Hardware,
obtaining the necessary registration forms filled up by the
subscribers with the prescribed proof of identity, proof of address,
obtaining signatures of the subscribers under his certification,
collection of the rents or installments and the security deposits and
forwarding promptly to the multi system operator (IMCL) such forms,
along with the requisite payments, as also requests from the
subscribers for changes, if any, from time to time, duly
countersigned by the Affiliate to enable the processing of the same;
Affiliate shall also collect the requests from the subscribers for
changes including changes in the subscribed. channel(s)/package(s),
if any, from time to time. It shall be sole responsibility of the Affiliate
to collect the properly filled and duly signed Customer Registration
Forms (hereinafter referred to as 'CRF') and other requests from the
subscriber(s) and to provide the same to the IMCL and at the same
time keep a copy of the same in its safe custody as per the Quality of
Service (Digital Addressable Cable TV Systems) Regulations, 2012
and other applicable TRAI Regulations, other laws, Rules,
Regulations, Orders, Circulars, Notifications, etc. The Affiliate shall
be responsible for production of these CRF and requests to the IMCL,
as and when request is made by the IMCL or its authorized person,
from time to time, in this context, either: -

15
(a) suo moto; or

(b) on receipt of a notice, request, instruction, directives, etc. from

the Regulatory authorities, other Government
Departments/including but not limited to Entertainment Tax
Department, Service Tax Department, TRAI, MIB etc.; or

(c) on the request of auditors of the IMCL; or

(d) on receipt of a complaint from subscriber(s), with a view to resolve

the complaint of the concerned subscriber(s).

In the event of failure of the Affiliate to produce any or all these CRF
and other requests, Affiliate hereby undertakes to indemnify IMCL
for any action, proceeding initiated, penalty(ies), fine(s), damage(s)
etc. levied/imposed by the Regulatory or any Judicial or Quasi-
Judicial Authority, Statutory or Government
Authority(ies)/Department(s), etc. due to failure on the part of
Affiliate in production of any or all these forms and requests or due
to any matter connected thereto.

(ii) Physical verification of the address of each subscriber of pay

channels after getting proof of residential address such as a ration
card, Voters Identity Card, Bank Pass Book or any other such
documentary proof of residence;

(iii) Protection of the Hardware supplied to each subscriber by

IMCL under any scheme and the Affiliate will not swap/substitute
the STB(s) and/or VC(s) of IMCL with the STB(s) and/or VC(s) of any
other Multi System Operator/Cable Operator/DTH Operator. In any
event Affiliate swaps or misuses or shifts or tampers or transfers the
STB(s) and/or VC(s) of the IMCL from the subscriber premises, the
Affiliate shall not only be responsible for return of Hardware or
refund its value along with forthwith payment of its entire

16
outstanding dues with the IMCL, but also be liable for payment of
such damages as may be determined by the IMCL in its sole
discretion on account of loss of business.

(iv) ensure the strict adherence and compliances of the Standard

of Quality of Service (Digital Addressable Cable TV Systems)
Regulations, 2017 other applicable TRAI Regulations, other laws,
Rules, Regulations, Orders, Circulars, Notifications, etc.

10. ROLES AND RESPONSIBILITIES OF THE IMCL AND THE

MSO/LCO:
Sl. Role Responsibility of Remarks
No. the IMCL or the
MSO/LCO as
mutually agreed
by the
Parties - fill the
cell
accordingly
(1) (2) (3) (4)
1 Devising of Consumer IMCL IMCL to provide CAF
Application Form, in the MSO/LCO’s
either in electronic portal. LCO’s to get
format or print format CAF filed up by the
or both, for initial subscribers and
subscription to submit the same to
broadcasting services IMCL for activation.
containing the
information as provided
in the Schedule I of the
QoS regulations.

17
2 a. Provide MSO/LCO MSO/LCO’s after
information to collecting CAF to
consumers about the educate subscribers
details of services at of products and
the time of every new services.
connection as per the
QoS regulations.

b. Providing MSO/LCO
information to the MSO/LCO will
subscriber about the inform subscriber on
details of STB schemes the STB scheme and
offered and the warranty/Repair
warranty/ repairing policy of the
policy applicable Company.
thereof.
3 Provisioning of IMCL and The Party who has
broadcasting services to MSO/LCO been assigned this
the consumer upon responsibility shall
obtaining duly filled update the
Consumer Application information in the
Form and providing a Subscriber
copy of the same to the Management System
consumer as per the (SMS) in each case
QoS regulations. within 24 hours from
the receipt of the
application.
4 Assigning a unique IMCL The UIN shall be
identification number generated from the
(UIN) to every SMS. In case the
subscriber and responsibility is
communicating the assigned to the

18
 same to the consumer MSO/LCO then the
as per the provisions of relevant access of
the QoS regulations. the SMS should be
provided by the
IMCL to the
MSO/LCO.
5 Activation of MSO/LCO (1) Activation shall
broadcasting services to be done only after
the subscribers. only after the details
of Consumer
Application Form
have been entered
into the SMS.

(2) In case the

responsibility is
assigned to the
MSO/LCO then
IMCL should provide
relevant access to
SMS for activation of
broadcasting
services.
6 Activation of requested MSO/LCO
channel(s) or
bouquet(s) available on
the platform, upon
Rights given by IMCL
receiving a verifiable
to MSO/LCO.
request from a
subscriber as per the
provisions of the QoS
regulations.

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7 Deactivation of MSO/LCO
requested channel(s)
and bouquet(s) from
the subscription
package of subscriber Rights given by IMCL
upon receiving a to MSO/LCO
verifiable request from
the subscriber, as per
the provisions of the
QoS regulations.
8 Temporary suspension MSO/LCO
of the broadcasting
services of a subscriber
upon receiving a Rights given by IMCL
request from the to MSO/LCO
subscriber as per the
provisions of the QoS
regulations.
9 Restoration of services MSO/LCO
of a subscriber, upon
request from the Rights given by IMCL
subscriber as per the to MSO/LCO
provisions of the QoS
regulations.
10 Relocation of MSO/LCO IMCL to facilitate
connection of a MSO/LCO for re-
subscriber from one allocation by
location to another bringing in
location, upon the appropriate changes
request for the same as in system.
per the provisions of MSO/LCO to provide
QoS regulations. IMCL with

20
 supporting KYC
documents.

11 Providing notice to the IMCL/ MSO/ IMCL also informs

subscribers regarding LCO through portals to
interruption of signals MSO/LCO and
for preventive provides customer
maintenance as supports support
specified in QoS channel to
Regulations. subscribers.
12 Disconnection of IMCL/LCO/MSO
broadcasting services
to a subscriber upon
request from the
subscriber and
refunding of deposits
subject to fulfilment of
the terms and
conditions provided in
the QoS regulations.
13 Offering broadcasting IMCL through
services to the MSO/LCO
subscribers either on
pre-paid basis or post-
paid basis or both as
provided in the QoS
regulations.
14 Changing payment IMCL through
mechanism from pre- MSO/LCO
paid to post-paid or
vice-versa, as the case

21
 may be, on the request
made by the
subscriber.

15 Generation of post-paid MSO/LCO IMCL generates its

bills for subscribers as bills and sends to
per the QoS MSO/LCO portals
regulations. (soft copy).
MSO/LCO to
distribute Consumer
Invoices to the
Subscribers.
16 Delivery of post-paid MSO/LCO IMCL generates its
bills to subscribers as bills and sends to
per the QoS MSO/LCO portals
regulations. (soft copy).
MSO/LCO to
distribute Consumer
Invoices to the
Subscribers.
17 Issuance and delivery MSO/LCO
of receipts to post-paid Based on the bills
subscribers for manual generated by IMCL
payments made by on MSO/LCO‘s
them and entering the customers choices.
details of the receipts MSO/LCO to
in the subscriber distribute Consumer
management system as Reciepts to the
per the QoS Subscribers.
regulations.

22
18 Acknowledging pre- IMCL
paid payments to the Based on the
subscriber and MSO/LCO’s
updating the confirmation and
subscriber inputs by
management system MSO/LCO’s.
accordingly.
19 Providing set top boxes IMCL/MSO/LCO
MSO/LCO finally
to the subscribers
delivering and
conforming to the
installing at
standards prescribed
subscribers place.
in the QoS regulations.
20 Offering different IMCL
schemes for the STB as Implemented by
per the QoS MSO/LCO.
regulations.
21 Offering annual IMCL
maintenance scheme
for the Customer
Premises Equipment
provided under Implemented by
outright purchase MSO/LCO
scheme after the expiry
of guarantee/warranty
period as per the
QoS regulations
22 Repairing of a IMCL/LCO/MSO
malfunctioning set top Implemented by
box as per the QoS MSO/LCO
regulations.

23
23 Publicizing toll free IMCL
consumer care number
and address of the web
based complaint
management system to Implemented by
the subscribers MSO/LCO
through customer care
channel and website,
as provided in the QoS
Regulations.
24 Providing copies of IMCL The IMCL shall
Manual of Practice finalize the contents
(MoP) to subscribers as of MOP. Copies of
specified in QoS such MoP shall be
regulations. shared with the
MSO/LCO.
25 Payment of taxes to the IMCL and/ or Since IMCL is giving
Government. LCO/MSO a Net Bills to
MSO/LCO and
paying the taxes
from the Net Bill.
MSO/LCO has to
pay the tax of his
revenue portion.

Note: - The responsibilities for various roles mentioned in the column

(2) above can be mutually agreed by the Parties and accordingly the
cells of the column (3) to be filled.

11. BILLING

24
11.1 The billing for subscriber shall be in the name of MSO/LCO.
However, each Party shall ensure that the applicable laws, rules and
regulations relating to taxes are complied with.

11.2 The Party, in whose name the billing for subscribers have been
agreed in the clause 11.1 above, shall receive the payment of the
subscription fee paid by the subscribers. The revenue share as per
clause 12.1 of this Agreement shall be paid by this Party to the other
Party on receipt of the invoice from the other Party.

12. REVENUE SETTLEMENT BETWEEN THE MSO/LCO AND

IMCL AND RELATED RIGHTS AND OBLIGATIONS

12.1 The settlement of charges between the MSO/LCO and the

distributor shall be in the following manner: -

(a) network capacity fee amount of 100% to be retained by

MSO/LCO.

(b) the distribution fee amount shall be shared in the ratio of

50:50 between IMCL multi system operator and MSO/LCO
respectively.

(c) Additionally, MSO/LCO shall pay a Managed Service Fee of Rs

30.00 per subscriber per month exclusive of Taxes to IMCL for
Technical Services provided by IMCL to MSO/LCO. These
services include but not limited to Conditional Access Systems,
Subscriber Management System, Satellite Transponder
Capacity (Including access to Channels on the satellite
transponder on HITS uplinked from the IMCL Broadcast
centre), Call Centre, Technical Help Desk, COPE Technology
Support and Services, and Operational Support as Applicable.
This Fee is applicable for 12 months from the date of execution
of this Agreement. For further period it shall be mutually
decided between both the Parties.

25
Note: -
(1) For mutual agreement cases where the roles and
responsibilities of the IMCL and the MSO/LCO have been
agreed as per column (3) of clause (10), this clause can be
suitably amended based on mutual agreement.
(2) Network capacity fee amount and the distribution fee shall
have the same meaning as defined in the Interconnection
Regulations and Tariff Order.

12.2 The IMCL shall issue monthly invoice to the MSO/LCO

towards dues payable by the MSO/LCO for revenue settlement and
such invoice shall clearly specify the current payment dues and
arrears, if any, along with the due date of payment which shall not
be less than seven days. Any demand of arrears shall be
accompanied by the proof of service of invoices for the period for
which the arrears pertain. The amounts raised in the invoice shall be
payable on or before the due date as mentioned therein. In case of
Pre-Paid scheme, MSO/LCO has to pay on or before the
renewal/expiry of the subscription charges.

13. DEFAULTS

13.1 Without prejudice to such rights and remedies that the Parties
may have in law or under the provisions of this Agreement, in the
event of any delay or failure by the IMCL or the MSO/LCO, as the
case may be, to make payments of dues on or before the respective
due dates, the MSO/LCO or the IMCL, as the case may be, shall
have the right: -

(i) to disconnect the services subject to the compliance of

the applicable rules, regulations, directions or orders of the
Authority;

(ii) to terminate this Agreement, subject to compliance of

the applicable laws in force;

26
 (iii) to charge a simple interest at the rate 2% over and above
of the base rate of interest of the State Bank of India from
the date such amounts became due until those are fully and
finally paid;

13.2 In cases where any of the Parties has failed to make payment
on or before due date for three consecutive months in the past, the
other Party shall have right to demand the interest free security
deposit which shall not exceed average of immediately preceding 6
months billing amounts and the same shall be maintained for the
remaining term of the agreement.

13.3 Upon disconnection of the service as mentioned in clause 13.1

above, whether accompanied by termination of this Agreement or
not, the defaulting Party shall be liable to deposit forthwith all sums
payable by it. In the case of termination, accounts shall be settled
within thirty days and for delayed payments, either Party shall be
liable to pay simple interest at the rate 2% p.m. over and above of
the base rate of interest of the State Bank of India.

14. UNDERTAKINGS

14.1 Each Party shall recognize the exclusive ownership of the

property owned and installed by the other Party and shall not have
or claim any right, title or interest or lien of whatsoever nature.

14.2 Nothing contained herein shall constitute either Party as the

agent or partner or the representative of the other for any purpose
and neither Party shall have the right or authority to assume, create
or incur any liability or obligation of any kind, express or implied, in
the name of or on behalf of the other Party and the relationship
between the IMCL and the LCO shall remain on “Principal to
Principal” basis.

27
14.3 It is expressly understood by the Parties that “NXT Digital”
logo(s) is a Registered Trade Mark of the IMCL, and the MSO/LCO
shall use the said logo only during the currency of this Agreement for
the benefit of the cable television networking business of the IMCL.
Consent of the IMCL is hereby given to the LCO to use the said logo,
to the extent of or in connection with the business of the IMCL.

14.4 It is expressly understood by the Parties that “NXT Digital”

logo(s) is a Registered Trade Mark of the MSO/LCO, and the IMCL
shall use the said logo only during the currency of this Agreement for
the benefit of the cable television networking business of the
MSO/LCO. Consent of the MSO/LCO is hereby given to the IMCL to
use the said logo, to the extent of or in connection with the business
of the MSO/LCO.

14.5 It is clearly understood and accepted by each Party that it shall

have no right to use any intellectual property of the other on its
Cable TV service or otherwise on or after the withdrawal by the other
Party of its consent for such uses.

14.6 In case the MSO/LCO or the IMCL, as the case may be, decides
to transfer its interest in respect of its business of providing Cable TV
Service to any other party / person (third party), in whole or in part,
the MSO/LCO or the IMCL, as the case may be, shall give prior 30
working day’s notice to the IMCL or the MSO/LCO. One Party shall
not have any objection to such transfer if the other Party has
complied with its obligations under this contract and has paid all its
dues.

Provided, however, that such third party shall sign and execute a
deed of adherence to the terms and conditions of this Agreement and
other undertaking/ bonds to the satisfaction of the IMCL or the
MSO/LCO, as the case may be, in order to give effect to the
provisions of this Agreement.

28
14.7 The MSO/LCO shall maintain and continue to maintain its
Postal Registration Certificate renewed from time to time in
accordance with the Cable TV Networks (Regulation) Act, 1995 and
comply with the terms and conditions of the registration certificate
issued by the Postal Authority.

14.8 The IMCL shall maintain and continue to maintain its

Registration Certificate renewed from time to time in accordance with
the Cable TV Networks (Regulation) Act, 1995 and comply with the
terms and Conditions of the registration.

14.9 Both the Parties shall comply with the Programme Codes and
Advertising Codes prescribed in the Cable Television Network Rules,
1994, as amended from time to time.

14.10 Both the Parties shall comply with the laws for the time being
in force in India, as applicable to them.

15. PREVENTION OF PIRACY

15.1 The Parties shall not indulge or allow any person to indulge in
Piracy or in reverse engineering of any technology used in the
Hardware or any component thereof nor shall they use the Hardware
to be connected to any equipment for setting up a mini head-end for
retransmission of the signals generated from the same.

15.2 Signal to any subscriber shall be disconnected by the IMCL or

the LCO/MSO, as the case may be, after giving due notice as
required under applicable regulations, if found to be indulged in or
abetting any Piracy.

16. DISCLAIMER AND INDEMNITY

16.1 In no event, the IMCL shall be liable to the MSO/LCO for any
indirect, special, incidental or consequential damage arising out of or
in connection with the disruption, interruption or discontinuance of

29
the Service or for any inconvenience, disappointment or due to
deprival of any programme or information or for any indirect or
consequential loss or damage, which is not attributable to any act of
the IMCL.

16.2 In no event, the MSO/LCO shall be liable to the IMCL for any
indirect, special, incidental or consequential damage arising out of or
in connection with the disruption, interruption or discontinuance of
the Service or for any inconvenience, disappointment or due to
deprival of any programme or information or for any indirect or
consequential loss or damage, which is not attributable to any act of
the MSO/LCO.

16.3 MSO/LCO shall indemnify the IMCL for all cost, expense and
damages by reason of any claim, action or proceedings from any
third party or from subscribers for any inconvenience, loss or
annoyance caused to them due to any default of the MSO/LCO or
due to termination of the Agreement or suspension of the Service due
to MSO/LCO’s breach.

16.4 IMCL shall indemnify the MSO/LCO for all cost, expense and
damages by reason of any claim, action or proceedings from any
third party or from subscribers for any inconvenience, loss or
annoyance caused to them due to any default of the IMCL or due to
termination of the Agreement or suspension of the Service due to
IMCL’s breach.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 As mandated by the Telecom Regulatory Authority of India Act,

1997, the Parties shall not institute any suit or seek injection or
interim orders in any court or judicial tribunal/ authority in India
with respect to any claims, dispute or differences between the Parties
arising out of this Agreement save and except before the Telecom
Disputes Settlement and Appellate Tribunal, New Delhi (“TDSAT”).

30
The Parties agree that all disputes between the Parties shall be
resolved solely through proceedings instituted before the TDSAT.

18. FORCE MAJEURE

18.1 Failure on the part of the IMCL or the MSO/LCO to perform any
of its obligations, shall not entitle either Party to raise any claim
against the other or constitute a breach of this Agreement to the
extent that such failure arises from an event of Force Majeure. If
through Force Majeure the fulfillment by either Party of any
obligation set forth in this Agreement is delayed, the period of such
delay shall not be taken into account in computing periods
prescribed by this Agreement. Force Majeure will include act of god,
earthquake, tides, storm, flood, lightening, explosion, fire, sabotage,
quarantine, epidemic, arson, civil disturbance, terrorist attack, war
like situation, or enactment of any law or rules and regulation made
by the Authorities or revocation of registration of the Parties any
circumstances beyond the reasonable control of the Parties herein
that directly or indirectly hinders or prevents either of the Parties
from commencing or proceeding with the consummation of the
transactions contemplated hereby. The Party affected by such Force
Majeure event shall promptly notify the other Party of the occurrence
of such event. It is agreed between the Parties that lack of funds
shall not in any event constitute or be considered an event of Force
Majeure. If the conditions of Force Majeure to continue for a period
exceeding one month, the Parties shall meet to decide upon the
future performance of the Agreement. If the Parties are unable to
agree upon a plan for future performance, then the Agreement shall
be terminated upon notice of either Party to the other, on expiry of
one month from the date of such notice.

18.2 Any accrued payment obligation of a Party prior to the

commencement of Force Majeure shall survive the termination of this
Agreement pursuant to such Force Majeure.

31
19. NOTICES

19.1 Any notice to be served on any Party by the other shall be

deemed to have been validly sent if sent by Registered Post
Acknowledgement Due (RPAD) or speed post service of Department of
Post, Government of India or by hand delivery duly acknowledged at
the address mentioned in the beginning or at such other changed
address as the Party may inform and the date of receipt of such
notice shall be the date of receipt by the other Party or 7 days from
the date of dispatch of the notice by RPAD, whichever is earlier.

20. RESTRICTION ON TRANSFER

20.1 The either Party shall not remove, sell, assign, mortgage,
transfer/sublet and encumber all or any part of the network which
belongs to the other Party. If the Party indulges in any of the above-
mentioned acts, the said acts shall be illegal and void ab-initio and
the Party shall also be liable for any action under the applicable law.

21. CONFIDENTIALITY

21.1 The Parties shall keep in strict confidence, any information

received by one from the other while participating in the
affairs/business of each other and shall not disclose the same to any
person not being a party to this Agreement.

21.2 The Parties shall also bind their employees, officers, advisors,
associates, contractors, agents, authorized persons and other similar
persons to whom the above mentioned information may be disclosed,
to the obligations of confidentiality.

21.3 The Parties hereby agrees that the confidential information can
be disclosed to the statutory authority on demand by such
authorities.

32
22. MODIFICATIONS

22.1 The Agreement cannot be modified, varied or terminated except

in writing. Any variation of the Agreement, including Addendum
Agreements, Annexures, Schedules or any other document, called by
whatever name, but executed in relation to this Agreement, shall be
mutually agreed to in writing and executed by or on behalf of the
Parties.

23. BINDING EFFECT

23.1 This Agreement modifies all prior understanding of the Parties

as to the subject matter thereof and shall not be amended except in
writing by both the Parties. Any other understanding between the
Parties (if any) with regard to any other matter or any accrued rights
and obligation of the Parties not covered under this agreement, if
any, shall continue to be in full force and effect.

33
IN WITNESS WHEREOF the Parties have set and subscribed their
respective hands to this Agreement on the date and year appearing
hereinabove.

SIGNED ON BEHALF OF THE MSO

INDUSIND MEDIA & COMMUNICATIONS LTD

THROUGH ITS AUTHORISED SIGNATORY

Mr. N.K. Rouse, Chief Operating Officer

In the presence of

1. Mr.____________________

2. Mr._____________________

SIGNED ON BEHALF OF THE LCO THROUGH ITS

PROPRIETOR/PARTNER/AUTHORISED

Mr.________________________

In the presence of

1. Mr.______________________

2. Mr._______________________

Note: The self-attested copies of power of attorney/authorization

letter, whereby the signatories of this agreement have been
authorized to sign and execute this agreement by the Parties, shall
be attached with this agreement.

34
Schedule

DEFINITIONS AND INTERPRETATIONS

A. DEFINITIONS

In the Agreement unless the context requires otherwise, the

following words and expressions shall have the meanings set out
herein below:

(a) “Act” means the Telecom Regulatory Authority of India Act,

1997 (24 of 1997);

(b) “addressable system” shall have the same meaning as assigned

to it in the Telecommunication (Broadcasting and Cable)
Services Interconnection (Addressable Systems) Regulations,
2017;
(c) “Authority” means the Telecom Regulatory Authority of India
established under subsection (1) of section 3 of the Telecom
Regulatory Authority of India Act, 1997 (24 of 1997);
(d) “basic service tier” means a bouquet of free to air channels as
referred to in the Tariff Order;

(e) “bouquet” or “bouquet of channels” means an assortment of

distinct channels offered together as a group or as a bundle
and all its grammatical variations and cognate expressions
shall be construed accordingly;
(f) “broadcaster” means a person or a group of persons, or body
corporate, or any organization or body who, after having
obtained, in its name, downlinking permission for its channels,
from the Central
Government, is providing programming services;

(g) “cable service” or “cable TV service” means the transmission of

programmes including re-transmission of signals of television
channels through cables;

35
(h) “cable television network” or “cable TV network” means any
system consisting of a set of closed transmission paths and
associated signal generation, control and distribution
equipment, designed to provide cable service for reception by
multiple subscribers;
(i) “COPE” shall mean Operator Premises Equipment, which is a
set of trans modulators and allied equipment converting DVBS
signals to DVBC with transmitting equipments enabling
redistribution signals through cable.
(j) “customer care center” means a department or a section or a
facility established under QoS regulations;

(k) “CTN Act” means the Cable Television Networks (Regulation)

Act, 1995 (7 of 1995);

(l) “encryption or encrypted” in respect of a signal of cable

television network, means the changing of such signal in a
systematic way so that the signal would be unintelligible
without use of an addressable system and the expression
"unencrypted" shall be construed accordingly;
(m) “free-to-air channel” shall have the same meaning as assigned
to it in the Tariff Order;

(n) “hardware” means a multi-system operator approved set top

box to enable the decryption of signals of Channels
transmitted in encrypted form, the remote and other
associated components and accessories;
(o) “HITS” shall mean the Head-end in the Sky platform.
(p) “Interconnection Regulation” means the Telecommunication
(Broadcasting and Cable) Services Interconnection
(Addressable Systems) Regulations, 2017;

(q) “Manual of Practice (MoP)” means the Manual of Practice as

referred to in the QoS Regulation;

36
(r) “pay channel” shall have the same meaning as assigned to it in
the Tariff Order;

(s) “piracy” means unauthorized reception, retransmission or

redistribution of Cable TV Signal by any person by any means
and modes including but not limited to any alteration,
tampering of the seal or any component or accessory thereof or
misuse, replacement, removal and/or shifting of Hardware or
any use, either before or after the set top box, any decoding,
receiving, recording equipment(s), counterfeit or unauthorized
devices or any activity, which has the effect of, or which may
result into, infringement and violation of trade mark and
copyright of the MSO or the LCO as the case may be;
(t) “programme” means any television broadcast and includes-

(i) exhibition of films, features, dramas,

advertisements and serials, (ii) any audio or
visual or audio-visual live performance or
presentation,
and the expression “programming service” shall be construed
accordingly;

(u) “QoS Regulation” means the Telecommunication (Broadcasting

and Cable) Services Standards of Quality of Service and
Consumer Protection (Addressable Systems) Regulations,
2017;
(v) “set top box” means a device, which is connected to or is part
of a television receiver and which enables a subscriber to view
subscribed channels;
(w) “smart card” means the card duly approved by the multi
system operator as part of the Hardware, which enables the
subscriber to gain access to the Cable TV signals of Channels.
(x) “subscriber” for the purpose of these regulations, means a
person who receives broadcasting services, from a distributor
of television channels, at a place indicated by such person

37
 without further transmitting it to any other person and who
does not cause the signals of television channels to be heard or
seen by any person for a specific sum of money to be paid by
such person, and each set top box located at such place, for
receiving the subscribed broadcasting services, shall constitute
one subscriber;
(y) “subscriber management system” means a system or device
which stores the subscriber records and details with respect to
name, address and other information regarding the hardware
being utilized by the subscriber, channels or bouquets of
channels subscribed by the subscriber, price of such channels
or bouquets of channels as defined in the system, the
activation or deactivation dates and time for any channel or
bouquets of channels, a log of all actions performed on a
subscriber’s record, invoices raised on each subscriber and the
amounts paid or discount allowed to the subscriber for each
billing period;
(z) “Tariff Order” means the Telecommunication (Broadcasting
and Cable) Services (Eighth) (Addressable Systems) Tariff
Order, 2017;
(aa) “trunk line” means the coaxial/optic fibre cable network and
other allied equipment such as receiver nodes, amplifiers,
splitters etc. owned and installed by the multi-system operator
or its associate companies for the purpose of transmitting
Cable TV Signal to various LCOs till the receiving end of
various LCOs, including the LCO, to enable them to re-
transmit the Cable TV Signal to respective subscribers;
All other words and expressions used in this interconnection
agreement but not defined, and defined in the Act and rules and
regulations made there under or the CTN Act and the rules and
regulations made there under, shall have the meanings respectively

38
assigned to them in those Acts or the rules or regulations, as the
case may be.

B. INTERPRETATION

In this Agreement, unless the context otherwise requires:

(a) Any reference to the singular in the Agreement shall include a

reference to the plural and vice versa and words importing one
gender only shall include all other genders unless the context
otherwise requires;
(b) The word “person” shall include individuals, corporations,
partnerships, association of persons and any other entities;
(c) Any references to article, clauses, sub-clauses, appendices,
annexure and schedules are references to Articles, clauses,
sub-clauses, appendices, annexure and schedules to the
Agreement unless the context otherwise expressly provides;
(d) References to a “month” are to a calendar month;

(e) Headings and titles are for ease of reference only and shall not
affect the interpretation of this agreement and in no way be
read to give a construction not harmonious with the
interpretation of various clauses of this agreement done
otherwise independent of the title.
(f) Any reference to law, regulation, statutory provision, order,
guideline, policy, etc, includes references to such law or
regulation or provision, order, guideline, policy, etc., as
modified, codified, amended or re-enacted from time to time.

39