NSTPL Agreement for Broadcaster/Authorized Distributor

Draft Agreement
March, 2013
Final Version

(Draft Agreement for Free-To-Air Broadcast of Channel through NSTPL HITS service)
This Agreement is executed on [] at []
By and between
Noida Software Technology Park Limited, a company incorporated under the provisions of the
Companies Act, 1956 and having registered office at Scindia Villa, Sarojini Nagar, Ring Road, New Delhi
110 023 (hereinafter referred to as the NSTPL which expression shall unless repugnant to the subject
or context hereof, be deemed to include its successors and permitted assigns).

ST
PL

AND
[], S/o or D/o or W/o [], residing at [], (hereinafter referred to as the Broadcaster/Authorized
Distributor which expression shall unless repugnant to the subject or context hereof, be deemed to
include its assigns, legal heir, successor, administrator and legal representative)
[], incorporated under the Companies Act, 1956 having its registered office at [], (hereinafter referred to
as the Broadcaster/Authorized Distributor which expression shall unless repugnant to the subject or
context thereof, be deemed to include its successor and permitted assigns)
Or

[], a partnership firm, registered under and in accordance with the Indian Partnership Act, 1932 and
having its principal place of business at [] (hereinafter referred to as the Broadcaster/Authorized
Distributor which expression shall unless repugnant to the subject or context thereof, be deemed to
include its successor and permitted assigns)
Or

[], limited liability partnership, incorporated and registered under and in accordance with the Limited
Liability Partnership Act, 2008 and having its registered office at [] (hereinafter referred to as the
Broadcaster/Authorized Distributor which expression shall unless repugnant to the subject or context
thereof, be deemed to include its successor and permitted assigns)

Or

[], a citizen of India, presently residing at [] and having his permanent place of residence at []
(hereinafter referred to as the Broadcaster/Authorized Distributor which expression shall unless
repugnant to the subject or context thereof, be deemed to include his successor, legal representatives
and permitted assigns)
Or

[] Hindu undivided family /sole proprietorship firm, acting through its Karta/proprietor [], whose
permanent place of residence is [] (hereinafter referred to as the Broadcaster/Authorized Distributor
which expression shall unless repugnant to the subject or context thereof, be deemed to include his
successor, legal representatives and permitted assigns)
(Parties mentioned above, as the context may require, may hereinafter individually be known as a
Party and collectively as Parties).

NSTPL Agreement for Broadcaster/Authorized Distributor

Draft Agreement
March, 2013
Final Version
Whereas:
NSTPL has obtained a license from the Ministry of Information and Broadcasting, Government of
India (MIB) to establish, install, operate and maintain head-end in the sky (HITS) project for
digital cable services under the name and style of JAINHITS. The project site for the HITS
services is located at Greater Noida, Uttar Pradesh, India, which is a central facility for the HITS
services. NSTPL is engaged in the business of distribution of television channels through its
HITS platform throughout the Territory.

B.

Broadcaster/Authorized Distributor owns and operates satellite television channels under the
name and style of [TV Channel Names] under the permission number [] dated [] granted by
MIB. Broadcaster/Authorized Distributor is engaged in the business of broadcasting of television
channels, more specifically channels specified in Schedule A of this Agreement throughout the
Territory.

C.

ST
PL

A.

Broadcaster/Authorized Distributor has requested NSTPL to distribute its TV Network

Channels on a non-exclusive basis and NSTPL has agreed to distribute the said channels.

Now therefore, in consideration of the foregoing and the mutual covenants contained herein, intending to
be legally bound constituting good and valuable consideration, the Parties agree as follows:
1.

In this Agreement, the following words and expressions, unless the context otherwise requires,
shall have the following meanings respectively:

(i)

Applicable Laws means and includes any law, regulation, direction, notification,
policy, guideline or order, including amendments thereto, enacted or issued by any
constitutional, legislative, judicial, quasi-judicial or administrative authority concerning
broadcasting and distribution of channels and matters consequential upon and incidental
thereto.

(ii)

Modulator shall mean an instrument by which original information can be translated

and transferred from one medium to another. Information originally carried as a variation
in a particular property (such as amplitude) of one process is transferred and carried as
a corresponding variation in some possible different property (such as duration) of the
new process.

1.1

Definitions and Interpretation

1.2

All words and expressions used in this Agreement but not defined herein shall have the meaning
assigned to them under the Telecom Regulatory Authority of India Act, 1997 (TRAI Act).

1.3

In this Agreement headings are inserted for convenience only and shall not affect the
interpretation of this Agreement and unless the context otherwise requires:
(i)

the singular includes the plural and vice versa;

(ii)

the word person includes body corporate, an unincorporated association or an authority;

(iii)

a reference to a clause or schedule is a reference to a clause and schedule to, this

Agreement and a reference to this Agreement includes any schedule appended thereto.

(iv)

a reference to any statute, regulation, or law includes all statutes, regulations, law
varying, consolidating or replacing it and a reference to a statute includes all regulations,
proclamations, and by-laws issued under that statute;

NSTPL Agreement for Broadcaster/Authorized Distributor

Draft Agreement
March, 2013
Final Version
(v)
(vi)

where the day on or by which any thing is to be done is not a business day, that thing
must be done on or by the succeeding business day;
a reference to the words, includes, including or example are references without
limitation.

(vii)

In the event of any inconsistency between the terms of this Agreement and the
Schedules hereto, the terms of this Agreement shall prevail.

(viii)

all acronyms and technical terms used under this Agreement shall be construed as per
their generic meaning unless otherwise specified in this Agreement.

Representations and Warranties

2.1

The Parties represent and warrant that:

2.2
2.3
3.

(i)

they possess the requisite power to enter into and fulfill their obligations under this
Agreement;

(ii)

they have the requisite licenses and the authorizations in full force and effect to enter
into and perform their obligations under this Agreement;

(iii)

execution of this Agreement and performance of their obligations hereunder are not in
violation of their respective memorandum and articles of association.

Subject to the Applicable Laws, the Parties acknowledge and agree that a third party will not rely
on this Agreement to obtain any benefits from either Party.

The Parties shall comply with the reporting requirements under the TRAI Act and the regulations
there under.
Grant of Right of Access for the channels to NSTPLS HITS network

Broadcaster/Authorized Distributor recognizes, acknowledges and agrees NSTPLs investment

in setting up and maintaining HITS digital addressable platform. The said platform offers a
significantly better experience to a large subscriber base at an economical price. NSTPL has
incurred huge capital expenditure on various accounts including but not limited to investment in
set top boxes, satellite bandwidth, NOCC charges, royalty to wireless planning cell, installation
of equipment, other services, resulting in huge capital outlay and operating costs for providing its
services to subscribers at competitive/subsidized rates. NSTPLs huge investment to promote
complete digitization of its large subscriber base will enable the Broadcaster/ Authorized
Distributor to optimize its presence and access to the fully digitized subscriber base. Thus,
Broadcaster/ Authorized Distributor has offered to pay the Carriage Fee to access NSTPLs
strong cable television network.

3.1

ST
PL

2.

3.2

NSTPL agrees to carry the channels of Broadcaster/Authorized Distributor on NSTPLs HITS

platform on 24x7 basis and without any disruption and interruption, for the sole purpose of retransmitting and re-distributing the channels during the Term (defined below) of this Agreement,
in consideration of regular and timely payment of Carriage Fee to NSTPL, as is set forth in this
Agreement.

4.

Carriage Fee, Invoicing and Payment Terms

4.1

Broadcaster/Authorized Distributor shall pay NSTPL such monthly amount, plus all applicable
taxes, towards Carriage Fee, as shall be computed on the basis of the quantum of Carriage Fee
charged per channel per subscriber per month, as is set forth in Schedule B attached to this

NSTPL Agreement for Broadcaster/Authorized Distributor

Draft Agreement
March, 2013
Final Version
Agreement during the Term of this Agreement in consideration of NSTPL carrying, retransmitting and re-distributing the channel in the areas through NSTPLs HITS networks.
NSTPL shall raise a monthly invoice (detailing the number of subscribers) on the
Broadcaster/Authorized Distributor for the applicable Carriage Fee for such month, and the
Broadcaster/Authorized Distributor shall pay the invoiced amount of the Carriage Fee for such
month to NSTPL, vide cheque/demand draft issued in favor of NSTPL, on or before the due
date mentioned in such invoice, during the Term of this Agreement.

4.3

If Broadcaster/Authorized Distributor fails to pay the invoiced amount in terms of Clause 4.2
above, NSTPL shall be entitled to charge interest at the rate of 24% (twenty four percent) per
annum for the period of delay in payment, in addition to NSTPLs right to terminate the
Agreement and immediate suspension of up-linking, providing information to subscribers, among
other actions against the Broadcaster/Authorized Distributor as per the Agreement.

4.4

4.5

5.
5.1

Broadcaster/Authorized Distributor shall not make any cash payments towards the monthly
Carriage Fee or any payments/dues under this Agreement. If Broadcaster/Authorized Distributor
fails to honour its cheque towards payment of Carriage Fee or any other payments/dues under
this Agreement due to any reason whatsoever, Broadcaster/Authorized shall be liable to pay
NSTPL an amount of Rs. 10,000/- (Rupees Ten Thousand Only) for each such dishonored,
disapproved or rejected cheque, without prejudice to other rights available to NSTPL under the
Applicable Laws.
Broadcaster/Authorized Distributor shall provide tax withholding certificates to NSTPL within
such period as has been specified under the Income-tax Act, 1961 if any tax needs to be
withheld by the Broadcaster/Authorized Distributor in terms of the Indian Income Tax Act, 1961
at the time of making payment of any Carriage Fee.
Scope of services

NSTPL shall distribute free-to-air channels set out in Schedule A for viewing of its subscribers
from the HITS platform in the Territory on a non-exclusive basis through distributors or through
its own cable network.

This Agreement sets out the framework for the conduct of the relationship as mutually agreed
between the Parties, who are interconnected to provide continuous services specifically
described as distribution of television channel either individually or as a part of bouquet as per
terms and conditions set out in this Agreement.

5.2

ST
PL

4.2

5.3

The Parties shall supply the requested service to the other Party and provide services, facilities
and information as specified hereinafter in this Agreement.

5.4

The Parties further acknowledge and agree that they will mutually discuss to arrive at solutions
to the issues arising out of any change in the terms and conditions of the license of either Party
at any point of time requiring changes in the interconnection arrangement in this Agreement.

6.

Term

6.1

The Agreement shall come into effect from [] ("Effective Date" for launch of service) and shall
be valid for a period of 2 years or for such further period as mutually agreed by the parties
(Term) unless terminated earlier in accordance with this Agreement.

6.2

The Parties, if they so wish, may mutually agree to renew this Agreement on the expiry of the
Term, both Parties shall enter into discussions at least sixty (60) days prior to the expiry of the
Term with a view to entering into a new agreement on mutually agreed terms, effective from the
expiry of this Agreement.

NSTPL Agreement for Broadcaster/Authorized Distributor

Draft Agreement
March, 2013
Final Version
7.

Territory
The Parties have mutually agreed that whole of India is the territory of operation under this
Agreement (Territory).

8.

Channels
Broadcaster/Authorized Distributor shall provide channels set out in Schedule A in accordance
with the terms and conditions set out in this Agreement. Broadcaster/Authorized Distributor may
remove or add channel/channels from the list set out at Appendix 1 during the Term of this
Agreement with a prior written notice of 30 (thirty) days.

9.1

9.2
9.3
9.4

10.

NSTPL Rights

ST
PL

9.

NSTPL shall have the non-exclusive right to carry, distribute and disseminate the channels set
out in Schedule A for viewing by the subscribers from its HITS service in the Territory via C band
through cable operators / multi system operators.
NSTPL shall have the right to market the availability of the channels set out in Schedule A on its
HITS service.
NSTPL shall not sub-license/transfer any of its rights under this Agreement to any other person.

NSTPL shall have all rights to sell, market, promote its HITS service in all possible manners
within India and outside India. However, NSTPL will not distribute the channels set out in
Schedule A to any territory outside India unless agreed by the broadcaster in writing.
Taxes

The Parties shall bear their respective taxes as required under Indian tax laws. The Parties shall
equally share any stamp duty payable on this Agreement.

11.

Content of invoices

NSTPL shall raise an invoice as per the Schedule C on the Broadcaster for the services
provided under this Agreement.

12.

Audit

The Parties shall keep and maintain complete records of the broadcast throughout the Term and
for one (1) year thereafter. The Parties shall permit each other an opportunity to audit their
records if it is mutually acceptable.

13.

Packaging

NSTPL shall have the right but not an obligation to place the channels set out in Schedule A in
the genres in which the similar genre channels are placed.
14.

Marketing

14.1

Broadcaster shall provide a non-exclusive right to NSTPL during the Term of this Agreement to
use Broadcasters intellectual properties in connection with NSTPLs marketing of HITS services
and promotion of the channels set out in Schedule A as available on HITS platform.

14.2

NSTPL shall endeavor to provide:

NSTPL Agreement for Broadcaster/Authorized Distributor

Draft Agreement
March, 2013
Final Version
(i)
(ii)

(iii)

an equivalent amount of marketing support for all the channels set out in Schedule A as
it provides to other channels of the same genre;
similar treatment to the channels set out in Schedule A in all advertising material
whereby broadcaster channel logos and/or names appear with the logos and names of
other channels in terms of size and prominence and page taking into consideration
context; and
equal opportunity to channels set out in Schedule A for participation in events and
promotions that NSTPL undertakes.

Electronic Programming Guide (EPG)

15.1

NSTPL will create an EPG which will contain the details of programming schedules of each of
the channels and for that purpose the Broadcaster shall provide to the NSTPL the required
information in a format that is requested by the NSTPL at least a month in advance providing
television trailers of such programs.

16.
16.1
17.
17.1

DELIVERIES AND SECURITY

Broadcaster will provide NSTPL professional quality integrated Decoder / receiver with
decrypted ASI/SDI/IP output and viewing cards.
CONFIDENTIALITY

The Parties agree to keep all information including without limitation, data and information
pertaining to the business of the other Party, details of the other Party, HITS service providers,
subscriber details, subscription amounts, pricing, etc. regarding the strategy and volume of
business of the other Party (Confidential Information) strictly confidential at all times unless
required by Applicable Laws to disclose such information.

Any Confidential Information provided by one Party to the other Party under this Agreement is to
be held strictly in confidence by the other Party and shall not be used by the other Party for a
purpose other than the purpose for which it is intended under this Agreement without written
consent of the other. Disclosure of any such Confidential Information is to be made only to such
employees of the Parties who need to use the Confidential Information and it is the responsibility
of the Parties to bind and ensure that any such employee shall hold in confidence all such
Confidential Information including but not limited to the terms and conditions of the Agreement
and that such an employee does not disclose, publish or make copies of the Agreement or the
Confidential Information (unless it is required by law to do so) without the prior written consent of
the other Party. This clause shall survive the termination of this Agreement.

17.2

ST
PL

15.

17.3

Each Party may disclose Confidential Information of the other Party to any Government Agency
if so called upon to do so. Provided that, prior to such disclosure, the disclosing Party shall
inform the other Party, of the disclosures requisitioned by such agency and the disclosures being
made.

17.4

In the event of any Party visiting the other Partys facilities, such first mentioned Party
undertakes that any further confidential information which may come to its knowledge as a result
of such visit and any Confidential Information relating to the others network/infrastructure shall
be kept confidential and not divulged to any third party and will not be used in any manner,
except in connection with and for the purposes of this Agreement.

17.5

Each Party acknowledges that a breach of the above clauses by one Party may cause
irreparable damage for which monetary damages would not suffice, and accordingly a Party may
seek injunctive relief against such breach or threatened breach.

NSTPL Agreement for Broadcaster/Authorized Distributor

Draft Agreement
March, 2013
Final Version

18.

No Public Announcements

19.
19.1

19.2

Termination and effects of termination

Either Party has a right to terminate this Agreement by giving a prior written notice to the other
Party in the event of:
(i)

material breach of this Agreement by the other Party which has not been cured within
thirty (30) days of being required in writing to do so;

(ii)

the bankruptcy, insolvency or appointment of receiver over the assets of the other Party;

(iii)

the HITS license of NSTPL and broadcast license of broadcaster or any other material
license necessary for NSTPL to operate its HITS service, or Broadcaster to broadcast its
services, being revoked at anytime.

NSTPL shall have the right to terminate this Agreement if the Broadcaster/Authorized Distributor
fails to make timely payment of any Carriage Fee and such non-payment continues even after
expiry of 15 (fifteen) days from the date of notice in such regard by NSTPL to the
Broadcaster/Authorized Distributor.
In the event of termination of this Agreement by NSTPL, NSTPL may at its sole discretion stop
carrying the channel(s) on NSTPLs HITS and also seize the integrated receiver decoders/
professional integrated receiver decoders, CAM Modules, viewing cards/smart cards and
remotes of the channel(s) until such time as due payment is made by Broadcaster/Authorized
Distributor along with late payment interest fee calculated at 24% (twenty four percent) per
annum for the period of delay in payment. Additionally, NSTPL shall have the right to initiate
appropriate proceedings against the Broadcaster/Authorized Distributor for, inter alia, recovery
of the due amount and any other equitable remedy that may be available to NSTPL under law.

19.3

ST
PL

The Parties shall not make and shall not permit any of their respective directors, employees,
officers, or associates to make, any public announcement about the subject matter of the
Agreement or any of its business and operating plans, whether in the form of a press release or
otherwise, without first consulting with the other Party and obtaining the other Partys written
consents, save as required to satisfy any requirement (whether or not having the force of law) of
a stock exchange on which the shares of the Parties or an associate of the Parties or holding
company of the Parties are traded or the securities laws, rules or regulations applicable to the
Parties or an associate of the Parties or holding company of the Parties in any jurisdiction in
which its shares are traded or any relevant governmental or regulatory body or as otherwise
required by law or regulation. In the event that disclosure is required, the other Party shall be
given a reasonable opportunity to review and comment on any such required disclosure.

19.3

Both the parties have the right to terminate this Agreement by giving 3 (three) months advance
notice to the other Party.

20.

Force majeure

20.1

If because of a Force Majeure Event, either Party cannot perform its obligations for at least thirty
(30) days, then either Party shall be entitled to terminate this Agreement on giving the other
Party fourteen (14) days advance written notice, or the Parties can mutually decide on any other
course of action, which may include temporary suspension of this Agreement

20.2

Force Majeure Event means an event or cause beyond the reasonable control of the Parties
claiming force majeure and not attributable to any default of that Party including but not limited to

NSTPL Agreement for Broadcaster/Authorized Distributor

Draft Agreement
March, 2013
Final Version
acts of government (including a suspension of either Partys license to perform obligations
hereunder except due to a fault of such Party), war, riots, strikes, lock-out, fire, terrorism, acts of
God or other natural catastrophes.
20.3

During any Force Majeure Event the obligations of each of the Partys shall be temporarily
suspended for such time that the Force Majeure Event continues.

21.

Regulatory intervention

22.

ST
PL

In the event that there is any change to any applicable statutes, enactments, acts of legislation
or parliament, laws, ordinances, rules, by-laws or regulations of any government or statutory
authority in India including but not limited to the MIB and The Telecom Regulatory Authority of
India or any final unappeasable order of any competent court or tribunal which would have a
material adverse effect on either of the Parties, then the affected Party may request that the
Parties consult as soon as reasonably practicable with a view to negotiating in good faith an
amendment to this Agreement including but not limited to the license fees payable hereunder,
such amendment to take effect from the date of such change. In the event that the Parties are
unable to agree on an amendment within forty-five (45) days of the date of the request by the
affected Party, then either Party may request Telecom Disputes Settlement and Appellate
Tribunal (TDSAT) to resolve such dispute.
Limitation on Liability

Neither Party shall be liable to the other Party for any indirect, special or consequential loss or
damages arising under this Agreement.

23.

Modification

This 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 relating to this Agreement, shall be mutually agreed to in
writing and executed by or on behalf of the Parties through their respective authorized
representatives. For making modifications to this Agreement a (30) thirty days notice is required
to be given

24.

No Partnership

Nothing contained in this Agreement shall constitute or be construed to be or create a

partnership or joint venture between the Broadcaster and NSTPL and neither Party shall enter
into any contract or obligation that purports to bind the other Party.

25.

Notices

All Notices given hereunder shall be given in writing in English, by personal delivery or by
Registered Post Acknowledgement Due (RPAD), at the addresses of the NSTPL and of the
Broadcaster mentioned hereunder, unless either Party at any time or times designates another
address for itself by notifying the other Party thereof by Registered AD Post only, in which case
all notices to such Party shall thereafter be given at the address so notified. Notice shall be
deemed to have been received, (a) if delivered personally, upon delivery and (b) if sent by
RPAD, upon delivery of the mail or upon expiry of 7 days from the date of dispatch.
NSTPLs Authorised Person

Broadcaster / Authorised Person

NSTPL Agreement for Broadcaster/Authorized Distributor

Draft Agreement
March, 2013
Final Version

26.

Rights and Validity

The rights and remedies set out in the Agreement are cumulative and not exclusive of any rights
or remedies provided by law.

27.

Supersession

28

ST
PL

Except as provided herein, this Agreement constitute the whole agreement between the Parties
relating to the subject matter hereof and supersedes any other prior agreements or
understanding relating to such subject matter. Provided, however, that it shall not prejudice the
rights and obligations which have arisen out of the prior agreements and continuing to subsist
unless otherwise agreed to be relinquished or abrogated through this Agreement.
Severability

In the event that any provision of this Agreement is declared by any judicial , quasi judicial or
other competent authority to be void, voidable, illegal or otherwise unenforceable, the Parties
shall amend that provision in such reasonable manner as achieves the intention of the Parties
without illegality or at the discretion of the Parties, it may be severed from this Agreement and
the remaining provisions of this Agreement shall remain in full force and effect unless the Parties
decide that the effect of such declaration is to defeat the original intention of the Parties in which
event, Parties shall be entitled to terminate this Agreement by a months notice.

29.

Joint and Several

All agreements on the part of either of the Parties which comprise more than one person or
entity shall be joint and several and the neuter singular gender throughout this Agreement shall
include all genders and the plural and the successors in title to the Parties.

30.

Discretion

No decision, exercise of discretion, judgment or opinion or approval or provision of information

on any matter mentioned in this Agreement or arising from it shall be deemed to have been
made by either of the Parties to the other except if in writing and shall be at its sole discretion
unless otherwise expressly provided in this Agreement.

31.

Dispute Resolution

31.1

Nothing in this Clause shall preclude or limit the right of the Parties to make at any time a
request for intervention by the MIB, Telecom Regulatory Authority of India or TDSAT in respect
of any matter, which is subject matter of this Agreement.

31.2

A dispute arises for the purpose of this Clause on the date on which a Party notifies the other
Party of the existence of the dispute and its intention to resolve the dispute in accordance with
this Clause.

31.3

Before resorting to external dispute resolution mechanisms the Parties shall:

(i)

use reasonable endeavors to attempt to resolve the dispute through an inter-Party

working group formed in accordance with Clause 31.5; and

(ii)

in the event that the dispute is not resolved by the inter-Party working group within 15
Business Days of the dispute arising, escalate the dispute to senior management (Chief

NSTPL Agreement for Broadcaster/Authorized Distributor

Draft Agreement
March, 2013
Final Version
Financial Officer/Chief Executive Officer) within 30 Business Days of the dispute arising
(Senior Management Date).
Senior management is unable to resolve the dispute within 30 Business Days of the Senior
Management Date the Parties may pursue external dispute resolution mechanisms as provided
for in the Agreement.

31.5

For the purpose of clause 31.3 (i), an inter Party working group will comprise two nominated
representatives from each Party (a total of 4 persons), who have a detailed working knowledge
of the dispute and a sufficient level of authority to resolve the dispute on behalf of the Party
whom they represent.

31.6

Except in the event of termination of this Agreement, the Parties must continue to comply with
their respective obligations under this Agreement during the course of a dispute, any alternative
dispute resolution process undertaken in accordance with this Clause or any Court proceedings.

32.

ST
PL

31.4

Jurisdiction

The Parties acknowledge that TDSAT shall have exclusive jurisdiction in respect of any dispute
between the Parties arising in connection with this Agreement (subject to any appellate relief
that may be sought in any court of competent jurisdiction in New Delhi). In the event any claims
fall outside the jurisdiction of TDSAT, they may be referred to any court of competent jurisdiction
in Delhi.

IN WITNESS WHEREOF, The Parties hereto have caused this Agreement to be executed, by the duly
authorized officers of NSTPL and the ISO on this the [] th day of [], 2012.
Signed & delivered by
For and on behalf of NSTPL.

Mr. []
Designation: []
Witness: []
Name: []
Designation: []
Signed & delivered by
For and on behalf of
Broadcaster/Authorized Distributor
Mr. []
Designation: []
Witness: []
Name: []
Designation: []

10

NSTPL Agreement for Broadcaster/Authorized Distributor

Draft Agreement
March, 2013
Final Version

SCHEDULE A
The Free-to-air Channels
Channel

Language(s)

Genre

Regional
English

ST
PL

Hindi

APPENDIX 1 (Part of Schedule A)

Broadcaster/Authorized Distributor may remove or add channel/channels from the list set out at
Appendix 1 during the Term of this Agreement with a prior written notice of 30 (thirty) days.

11

NSTPL Agreement for Broadcaster/Authorized Distributor

Draft Agreement
March, 2013
Final Version
SCHEDULE B
Basis of Carriage Fee
At various stages of receiving and retransmitting signals of channels, there are huge costs involved,
including without limitation, costs towards
installing/operating multiple digital head-end (which includes UPS, Gen sets, batteries, Air
conditioning equipment, encoders, multiplexers, professional integrated receiver decoders,
Racks, fire prevention systems, etc.) capable of handling statutorily required number of
channels;

(ii)

costs for renting premises where the digital head-end is installed.

(iii)

setting up a system for conditional access, which includes application server, database servers,
Oracle enterprise servers;

(iv)
(v)
(vi)
(vii)
(viii)
(ix)
(x)

(xi)

setting up subscriber management system which includes application server, database servers:

setting up billing system which includes third party application software;

installing/hiring delivery network (fiber network, Gig links - 2 GIG etc.) for signal delivery till local
head-end and/or to local cable operators headend;
procurement of set top boxes and subsidy passed on to the subscribers;

to respond to change in market forces and address the demands of broadcasters/ consumers;

payment of royalties for encryption system, middle ware, subscriber management system,
electronic programming guides, developing/using value added services, etc.;

setting up/hiring call centre/customer care desks/complaint center to meet quality of service
parameters, as may be specified by TRAI from time to time, and also for maintaining back-end
support system;
setting up and operating network of warehouses to render support locally;

marketing, organizing consumer awareness programs, brand building, LCO Training, etc. so as
to try and increase subscriber numbers and to provide excellent services ; and

(xii)

ST
PL

(i)

(xiii)

debt servicing cost /interest payable on huge investments in digital infrastructure and set top box
procurement.

(xiv)

to operate and maintain digital infrastructure, operating costs incurred on skilled manpower,
maintenance of premises and digital infrastructure, logistics & warehousing costs, annual
maintenance charge, incentives to distributors/LCO, day to day operational, other miscellaneous
expenses, etc.

(xv)

cost of procuring space on satellite, including costs & royalty to be payable to Network Operation
and Control Centre (NOCC), Wireless Planning cell (WPC) etc.

(xvi)
(xvii)

cost of setting up radio frequency up-linking and down-linking facility

Carriage charges per month per subscriber will be Rs 3/-

12

NSTPL Agreement for Broadcaster/Authorized Distributor

Draft Agreement
March, 2013
Final Version
SCHEDULE C
Content of invoices

ST
PL

[]

13