All Details Mandatorily Required To Be Provided

REFERENCE INTERCONNECT OFFER
[HEADEND IN THE SKY (HITS)]
FOR TV18 BROADCAST LIMITED, through its Authorized Representative, IndiaCast Media Distribution Private Limited OFFICE
USE ONLY
Agreement No: SA ______________
SMS Reference No: _____________________
Customer Reference No: __________________
This Agreement is executed on this ________________ day of ___________________, 201__ by and between:
TV18 Broadcast Limited, a company incorporated under the Companies Act, 1956, having its office at Express Trade Towers, Plot No.
15 & 16, Sector 16A, Noida – 201 301, Uttar Pradesh (hereinafter referred to as “Broadcaster”, which expression, unless repugnant
to the meaning or context thereof, shall be deemed to mean and include its successors and permitted assigns), through its Authorized
Representative, IndiaCast Media Distribution Private Limited, a company incorporated under the Companies Act, 1956, and having
its office at ______________________________________________________________________ [hereinafter referred to as
“IndiaCast”, which expression, unless repugnant to the meaning or context thereof, shall be deemed to mean and include its
successors and permitted assigns]; and
Operator: __________________________________
Operator’s Status: Company Partnership Firm Proprietorship Firm Individual HUF Other
Registered Address: _____________________________________________________________________________________,

___________________________________________________________________________________________________________
Contact Person: __________________________________ Tel. No.: ________________________ Fax No.: ____________________
Email id: _____________________________________
Correspondence Address: _____________________________________________________________________________________,

___________________________________________________________________________________________________________
Contact Person: _________________________________ Tel. No.: ________________________ Fax No.: ____________________
Email id: __________________________________________________________________________________________________
Name of Authorized Signatory (Mr./Ms.): __________________________________
Status of Required Registrations / Licenses Name of Registrant License / Validity

(All Details Mandatorily Required to be Provided) / License holder Registration No. From To
HITS License
Any Other Applicable License (please specify in the
space below OR write ‘NA’ for Not Applicable)
• • • • •
• • • • •
• • • • •
• • • • •
Permanent Account Number (PAN)
T Account Number (TAN)
NA NA
Goods & Service Tax Registration
Entertainment Tax Registration
[hereinafter referred to as “Affiliate”, which expression, unless repugnant to the meaning and context thereof, shall mean and include
the heirs, executors and administrators in case of a sole proprietorship; the partner or partners for the time being and the heirs,
executors and administrators of the last surviving partner in case of a partnership firm; the successors and permitted assigns in case
of a company; and karta and coparcenors in case of a Hindu Undivided Family (“HUF”)].
_____________________ & ______________________ ___________________________

For TV18 Broadcast Limited (through Authorized Representative) For Affiliate
Page 1 of 67
RECITAL:
(A) Broadcaster is the owner/licensee of the Channels having the relevant up-linking and downlinking permission from the MIB and
is authorized to retransmit signals of the Channels in India.
(B) The Authorized Representative has been exclusively authorized by the Broadcaster to act as the exclusive agent of the
Broadcaster to distribute the Channels, inter alia, to DPOs authorized to retransmit signals of satellite television channels
through their respective Permitted Digital Distribution Platform.
(C) Affiliate is a DPO authorized to retransmit signals of satellite television channels through its Permitted Digital Distribution
Platform in the Authorized Area of Transmission.
(D) Affiliate is desirous to subscribe and carry the Subscribed Channels for further retransmission through its applicable Permitted
Digital Distribution Platform in the Authorized Area of Transmission and in this regard has approached Broadcaster, through
the Authorized Representative.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, constituting good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. DEFINITIONS: In this Agreement, unless the context requires otherwise, the following defined terms shall have such respective
meaning as have been assigned to them herein below. Additionally, there are other defined terms in the body of the Agreement
and the Annexes attached to this Agreement which shall have such respective meaning as have been assigned to them therein.
(a) “Add-On Package” means a Package offered on the Affiliate’s Permitted Digital Distribution Platform which is a direct
buy-through by payment of additional subscription fee or is opted by the subscriber free of cost over and above the Basic
Package.
(b) “Applicable Laws” means all applicable statutes, enactments, acts of legislative or parliament, laws, ordinances, rules,
bye-laws, regulations, notifications, guidelines, policies, directives or orders, including amendments thereto, of any
Government Authority, statutory authority, tribunal, court or recognized stock exchange in India including without
limitation, any local and national laws, treaties, voluntary industry standards (if any) rules, directives, regulations,
guidelines, and code of conduct of the MIB, TRAI, MCIT, DOT, DEITY that have come into effect, those applicable to any
tax, consumer and/or product safety, data piracy and the privacy and protection of personally identifiable information,
the protection of minors, employees, and the environment, the United States Foreign Corrupt Practices Act of 1977 and
any amendments thereto and the United Kingdom’s Bribery Act 2010 and any amendments thereto (and any local or
foreign equivalent). For the purpose herein, Government Authority means any government authority, statutory authority,
government department, government agency, board, tribunal or court or other entity authorized to make laws, rules or
regulations having jurisdiction on behalf of the republic of India or any state and any authority exercising powers
conferred by Applicable Law, including, without limitation, the TRAI and the MIB.
(c) “Agreement” means this Reference Interconnect Offer [Headend In The Sky (HITS)], including the Schedules and the
Annexures attached to this Agreement.
(d) “Authorized Representative” means IndiaCast, which is Broadcaster’s authorized representative/intermediary (as
contemplated in applicable TRAI’s interconnection regulations) for executing this Agreement, and is/will be acting for and
on behalf of Broadcaster.
(e) “Basic Package” means the Package(s) offered by the Affiliate, which an existing subscriber of the Affiliate’s Permitted
Digital Distribution Platform and/or a subscriber joining the Affiliate’s Permitted Digital Distribution Platform has to
mandatorily subscribe in order to avail Package(s) offered on the Affiliate’s Permitted Digital Distribution Platform,
without additional obligation on such subscriber to subscribe to any other television channel or Add-On Package offered
on the Affiliate’s Permitted Digital Distribution Platform.
(f) “BST Package” means a package of free-to-air channels offered by the Affiliate, if applicable, to subscribers of its
Permitted Digital Distribution Platform.
(g) “Bouquet” means package/combination/assortment of channels, from amongst the Channels, offered by the Broadcaster
together as a group or as a bundle, as is listed in Annexure B-2 attached to this Agreement.
(h) “Conditional Access System” or “CAS” means conditional access system installed at the DPO’s head-end that enables
subscribers of the DPO’s Permitted Digital Distribution Platform to access and to view channel(s) available on the DPO’s
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Permitted Digital Distribution Platform for retransmission and also prevents unauthorized viewers from accessing such
channels.
(i) “Cable Operator” means an authorized link cable operator of a HITS Operator who, after downlinking encrypted signals
of channels from a HITS Operator’s HITS Service, does the onward distribution of the channels to subscribers through
such Cable Operator’s Digital Addressable Cable Television Network.
(j) “Cable Services” means the transmission by cable of programs including retransmission by cable of any satellite television
signals.
(k) “Cable Television Network” means system consisting of set of closed transmission paths and associated signal
generation, control and distribution equipment, designed to provide Cable Service for reception by multiple subscribers.
(l) “Channels” means and includes the satellite television channels listed in Annexure B attached to this Agreement.
(m) 1“Commercial Subscriber” means a subscriber who causes the signals of TV channels to be heard or seen by any person
for a specific sum of money to be paid by such person.
(n) “Confidential Information” means any confidential information disclosed by Broadcaster/Authorized Representative to
the Affiliate while the Affiliate is participating in the affairs/business of Broadcaster/Authorized Representative and any
such other confidential and proprietary information, including the terms and conditions of this Agreement, disclosed by
Broadcaster/Authorized Representative during the Term.
(o) “Digital Addressable System” means an electronic device (which includes hardware and its associated software) or more
than one electronic device put in an integrated system through which signals of the Cable Television Network can be sent
by the DPO to its subscriber in an encrypted form, which can be decoded by the device or devices, having an activated
CAS at the premises of the subscriber within limits of the authorization made, through the CAS and the SMS, on the
explicit choice and request of such subscriber.
(p) “Digital Addressable Cable Television Network” means a Cable Television Network enabled with Digital Addressable
System.
(q) “DEITY” means the Department of Electronics and Information Technology.
(r) “DOT” means the Department of Telecommunications under MCIT in India.
(s) “DPO” means any Cable Operator, HITS Operator, DTH Operator and/or IPTV Operator authorized to retransmit signals
of satellite television channels through the applicable Permitted Digital Distribution Platform.
(t) “DPO Subscribed Channels” shall have such meaning as is set forth in Clause 8(a) of this Agreement.
(u) “Equipment” means equipment comprising of digital satellite receivers together with associated viewing cards and
remotes (where applicable) for each of the Subscribed Channels, details of which are set forth in Annexure B attached to
this Agreement, which enables the Affiliate decrypt the encrypted signals of the Subscribed Channels.
(v) “Headend In The Sky / HITS” means multi-channel downlinking and distribution of television programs in C-Band or Ku
Band, wherein the channels are down linked at a central facility (hub teleport) located within India and again uplink to
satellite after encryption of channels. At the cable headend, these encrypted channels are downlinked using single
satellite antenna, trans-modulated and sent to the subscribers by using land based transmission system comprising of
infrastructure of cable/optical fibers network in an encrypted form, which can be decoded by the device or devices, having
an activated CAS at the premises of the Subscriber within limits of the authorization made, through the CAS, and SMS, on
the explicit choice and request of such subscriber.
(w) “HITS Operator” means an operator licensed by the MIB to provide HITS Service in the Territory.
1 The definition of Commercial Subscriber is without prejudice to the rights and contentions of the Broadcaster and would be subject
to revision depending upon the orders/direction as may be finally passed in the Appeal No. 4(c) of 2015 & 5(C) of 2015 before Hon’ble
Telecom Disputes Settlement and Appellate Tribunal, Civil Appeal No. 3728 of 2015 before Hon’ble Supreme Court of India, Writ
Petition (C) No. 5161 of 2014 and Writ Petition (C) No. 506 of 2016 before Hon’ble High Court of Delhi or any other matter in this
subject.
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(x) “HITS Service” means HITS Operator (i) distributing multi-channel TV programs in C band or Ku band, either by using a
satellite system, to the Digital Addressable Cable Television Network of intermediaries like Cable Operators and not
directly to subscribers and by using its own Digital Addressable Cable Television Network, if any, to the subscribers of
such Digital Addressable Cable Television Network through Quadrature Amplitude Modulation (QAM) set top boxes, after
first downlinking the signals at its terrestrial receiving station; and (ii) providing passive infrastructure facilities like
transponder space on satellite, earth station facilities, etc. to one or more multi system operators or to any consortium
of multi system operators or Cable Operators, for distribution of multi-channel TV programs, in C band or Ku band through
QAM set top boxes, using such infrastructure facilities.
(y) “Incentive Terms Compliance Report” shall have such meaning as is set forth in Clause 11(d) of this Agreement.
(z) “Intellectual Property” means all right, title and interest in the programming and all copyright, creative, artistic and
literary contents, trademarks, trade names, services marks, logs, materials, formats and concepts relating to the Channels,
or any mark of the right holders of any programming exhibited on the Channels.
(aa) “LCN” shall have such meaning as is set forth in Clause 7(a) of this Agreement.
(bb) “Least Priced Pay Package” means the Package [consisting/comprising of one or more pay channel(s) and may or may not
have free to air channel(s)] offered on the Affiliate’s Permitted Digital Distribution Platform which has the lowest ‘per
subscriber per month’ rate/tariff as compared to the other Package [consisting/comprising of one or more pay channel(s)
and may or may not have free to air channel(s)] offered on the Affiliate’s Permitted Digital Distribution Platform.
(cc) “Marks” shall mean all Intellectual Property owned or used by Authorized Representative or its affiliates or the
Broadcaster from time to time in connection with the Channel(s), including, without limitation, the trade names and
trademarks specified by Authorized Representative itself, or on behalf of the Broadcaster or otherwise notified in writing
by Authorized Representative from time to time.
(dd) “MCIT” means the Ministry of Communications and Information Technology in India.
(ee) “Merged Entity” shall have such meaning as is set forth in Clause 10(a) of this Agreement.
(ff) “MIB” means the Ministry of Information & Broadcasting in India.
(gg) “Monthly Average Subscriber Level” means the figure arrived at by summing up the number of Subscribers on the first
day of the month in question and on the last day of the month in question and then divided such summed up number by
2 (two).
(hh) “Monthly License Fee” shall have such meaning as is set forth in Clause 4 of this Agreement.
(ii) “New Permitted Digital Distribution Platform Service” shall have such meaning as is set forth in Clause 10(c) of this
Agreement.
(jj) “Ordinary Subscriber” means a subscriber who is not a Commercial Subscriber.
(kk) “Packages” means various packages/combination/assortment of channels (comprises of channels of various

broadcasters) offered by Affiliate to subscribers of Affiliate’s Permitted Digital Distribution Platform.
(ll) “Party” means, individually, the Broadcaster (through the Authorized Representative) and the Affiliate.
(mm) “Parties” means, collectively, the Broadcaster (through the Authorized Representative) and the Affiliate.
(nn) “Payment Due Date” shall have such meaning as is set forth in Clause 5(c) of this Agreement.
(oo) “Permitted Digital Distribution Platform” means HITS Service.
(pp) “Piracy” shall have such meaning as is set forth in Clause 15(a) of this Agreement.
(qq) “Remunerative Incentive Plan” shall have such meaning as is set forth in Clause 8(a) of this Agreement.
(rr) “Security Systems” shall have such meaning as is set forth in Clause 15(a) of this Agreement.
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(ss) “STB” means Affiliate provided and/or Affiliate authorized set top box (embedded with Affiliate designated vendor
designed CAS microchip) installed in the premises of the Subscriber that allows such Subscriber to receive the Subscribed
Channel(s) in an unencrypted and descrambled manner through the Affiliate’s Permitted Digital Distribution Platform.
(tt) “Subscriber” means, for each calendar month or part thereof, each STB with an Ordinary Subscriber in the Territory who
receives the Subscribed Channels from Affiliate’s Permitted Digital Distribution Platform at a place indicated by such
Ordinary Subscriber and uses the same for domestic purposes without further transmitting it to any other person, and
specifically excludes Commercial Subscriber. For the sake of clarity, each STB in the private residential household(s) or
private residential multi-dwelling unit(s) of an Ordinary Subscriber receiving the Subscribed Channel(s) from the Affiliate
(either directly or indirectly through Cable Operators, as the case may be), through Affiliate’s Permitted Digital Distribution
Platform, shall be treated as one Subscriber.
(uu) “SMS” means a subscriber management 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 to 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 bouquet of channels, a log of all actions performed on a
subscriber’s record, invoices raised on each subscriber and the amounts paid and discounts allowed to the subscriber for
each billing period.
(vv) “Subscribed Channels” means the channels from amongst the Channels and/or the Bouquet subscribed/retransmitted
by the Affiliate, as are specifically identified by the Affiliate by assigning tick marks (✔) against such channels from
amongst the Channels and/or Bouquet listed in Annexure B-1 and/or Annexure B-2, respectively, attached to this
Agreement.
(ww) “Subscriber Reports” means the monthly Subscriber reports to be provided by Affiliate to the Authorized Representative
in terms of Clause 11 of this Agreement.
(xx) “Subscriber Report Due Date” shall have such meaning as is set forth in Clause 11(b) of this Agreement.
(yy) “Technical Audits” shall have such meaning as is set forth in Clause 15(c) of this Agreement.
(zz) “Technical Auditor” shall have such meaning as is set forth in Clause 15(c) of this Agreement.
(aaa) “Technical Specifications” means the technical specifications set forth in Annexure C to the Agreement and to which, the
STBs, CAS and SMS must comply with.
(bbb) “Territory” means the areas listed in Annexure A attached to this Agreement, wherein the Affiliate has been authorized
to retransmit the signals of the Subscribed Channels to the subscribers of Affiliate’s Permitted Digital Distribution Platform
in terms of this Agreement..
(ccc) “Term” means the period commencing from ______________, 20__ and expiring on ___________, 201___, unless
terminated earlier in accordance terms of the other provisions of this Agreement.
(ddd) “TDSAT” means Telecom Dispute Settlement and Appellate Tribunal, New Delhi.
(eee) “TPO” shall have such meaning as is set forth in Clause 10(a) of this Agreement.
(fff) “TRAI” means the Telecom Regulatory Authority of India.
2. INTERPRETATION: In the interpretation of the Agreement, unless the context requires otherwise:
(a) The headings herein are used for convenience only and shall not affect the construction of this Agreement.
(b) The references to Annexure and Schedule are references respectively to the annexure to this Agreement.
(c) The reference to the singular includes reference to plural and vice versa.
(d) The reference to any gender includes a reference to all other genders.
(e) The term “including” shall mean “including without limitation”.
3. NON-EXCLUSIVE RIGHTS:
(a) On the basis of the representations, warranties and undertakings given by Affiliate, and subject to Affiliate complying
with all the terms and conditions as set out in this Agreement (including but not limited to the payment terms),
Broadcaster through the Authorized Representative hereby grants non-exclusive right to Affiliate to receive the signals of
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Subscribed Channels through the Equipment directly from designated satellites and retransmit the signals of Subscribed
Channels through Affiliate’s Permitted Digital Distribution Platform to the subscribers of Affiliate’s Permitted Digital
Distribution Platform in the Territory (either directly or through the Cable Operators, if applicable) in a securely encrypted
manner during the Term (both to be done at Affiliate’s sole cost and expense) in accordance with the terms and conditions
as set out in this Agreement, and Affiliate hereby accepts such grant of rights and agrees and acknowledges to retransmit
the signals of the Subscribed Channels to the subscribers of Affiliate’s Permitted Digital Distribution Platform (either
directly or through the Cable Operators, if applicable) in the Territory in a securely encrypted manner during the Term
(both to be done at Affiliate sole cost and expense) in accordance with the terms and conditions as set out in this
Agreement.
(b) All rights not specifically and expressly granted to Affiliate under this Agreement are withheld and reserved by
Broadcaster. Without prejudice to the generality of the foregoing, Parties agree that rights granted to Affiliate exclude
any/all rights to retransmit Channel(s)/Subscribed Channel(s) (or part thereof) through DACS, DTH, IPTV, internet, mobile,
non-addressable cable platforms; and/or for any non-linear viewing (e.g., any form of VOD); and/or for reception on any
device (such as, personal computers) other than television sets; and/or retransmission using any technology now
available or which may become available in future. Affiliate understands and agrees that mere possession of the
Equipment and/or access to the signals of the Subscribed Channel(s) does not entitle Affiliate to receive and/or retransmit
signals of the Subscribed Channel(s) and/or use the Equipment in any other manner whatsoever, unless Affiliate is in full
compliance of the other terms and conditions of this Agreement pertaining to Affiliate’s receipt and retransmission of
the Channel(s)/Subscribed Channel(s).
(c) Affiliate hereby specifically understands and acknowledges that Affiliate shall not have the right to upgrade the standard
definition feed of channel(s) from amongst the Subscribed Channels to high definition feed (by using any technology now
available or which may become available in future) at the time of re-transmitting such standard definition Subscribed
Channel(s) through its Permitted Digital Distribution Platform.
(d) The grant of the aforementioned rights is subject to Affiliate submitting to the Authorized Representative a certified copy
of each of the required statutory registrations / licenses / permissions [as is set forth above before the ‘Recital’ clause]
that may be required under the Applicable Laws, in connection with the ownership and operation by Affiliate of its
4. MONTHLY LICENSE FEES & CALCULATION THEREOF:
(a) For each month or part thereof, during the Term of the Agreement, the Affiliate shall pay the Authorized Representative
such monthly license fee as shall be computed for such month in the manner set forth below (“Monthly License Fee”):
(I) In case the Affiliate avails the Bouquet:
(i) If the Affiliate is providing the Bouquet as a whole to subscribers of its Permitted Digital Distribution Platform,
then the Monthly License Fee payable by the Affiliate for the Bouquet shall be equal to the Bouquet rate per
Subscriber per month (as is set out in Annexure B-2 of this Agreement, which is exclusive of all taxes and levies)
multiplied by the Monthly Average Subscriber Level subscribing the Bouquet.
(ii) if the Affiliate does not offer the opted Bouquet as a whole to subscribers of its Permitted Digital Distribution
Platform but offers only certain channels comprised in the Bouquet or packages the channels comprised in
the opted Bouquet in a manner resulting in different subscriber base for different channels comprised in the
opted Bouquet, then the payment to the Authorized Representative for the entire opted Bouquet by the
Affiliate shall be calculated on the basis of subscriber base for the channel which has highest subscriber base
amongst the channels comprised in the Bouquet.
(II) In case the Affiliate avails one or more or all Subscribed Channels on a-la-carte basis:
(i) If the Affiliate is providing the channels from amongst the Subscribed Channel on a-la-carte basis to
subscribers of its Permitted Digital Distribution Platform, then the Monthly License Fee for such a-la-carte
channels form amongst the Subscribed Channels shall be equal to the a-la-carte rate per Subscriber per month
(as are set out in Annexure B-1 to this Agreement which are exclusive of all taxes and levies) multiplied by the
Monthly Average Subscriber Level subscribing such channels from amongst the Subscribed Channels on a-la-
carte basis.
(ii) If the Affiliate does not offer such opted a-la-carte channel(s) from amongst the Subscribed Channels as a-la-
carte to subscribers of its Permitted Digital Distribution Platform but offers the a-la-carte channel(s) from
amongst the Subscribed Channels in Package(s), then the payment to the Authorized Representative for each
of the a-la-carte channels from amongst the Subscribed Channels shall be calculated on the basis of subscriber
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base of the Package(s) in which such opted a-la-carte channel from amongst the Subscribed Channels has
been placed.
(III) In case the Affiliate avails one or more channels (which do not form part of the Bouquet) from amongst the
Subscribed Channels on a-la-carte basis and also opts for the Bouquet then:
(i) For Bouquet, the Monthly License Fee shall be calculated on the basis of Clause 4(a)(I) above.
(ii) For a-la-carte channels from amongst the Subscribed Channels, the Monthly License Fee shall be calculated
on the basis of Clause 4(a)(II) above.
(b) However, if the Affiliate has opted for any of the Remunerative Incentive Plan, then the Monthly License Fee shall be
computed post taking into consideration the percentage of incentive(s) that the Affiliate shall be entitled to receive basis
the Affiliate’s choice of the Remunerative Incentive Plan and shall always be subject to the Affiliate’s compliance
throughout the Term of the Agreement with the terms and conditions of this Agreement and the terms and conditions
pertaining to such Remunerative Incentive Plan.
5. PAYMENT TERMS:
(a) The Affiliate shall provide to the Authorized Representative the Subscriber Report for the applicable month, detailing
therein the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber
Report Due Date.
(b) The Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly
License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt of the Subscriber Report for
such month from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within
the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional
invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee
that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month
from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized
Representative and the Subscriber Report for such month sent by the Affiliate.
(c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized
Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due
Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made
together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number
and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized
Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized
Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform
Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation
addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by
Broadcaster, through the Authorized Representative.
(d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized
Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA
DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such
payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash
payments shall be made by Affiliate towards any payments/dues whatsoever.
(e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in
terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the
applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized
Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s
obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the
Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws.
(f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the
Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate
shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is
AACCG3666M, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name
of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable
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statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing
such statutory deductions.
(g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the
Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged
loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.).
(h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.
6. PACKAGING & PRICING:
(a) The Affiliate undertakes to the Broadcaster that the Subscribed Channel(s) shall not be disadvantaged and/or
discriminated and/or adversely target and/or otherwise treated less favorably by the Affiliate with respect to comparable
channel(s) of similar language and genre. Without prejudice to the generality of the foregoing, Affiliate further agrees
and undertakes to the broadcaster that Subscribed Channel(s) shall always be treated in fair, reasonable and non-
discriminatory basis vis-à-vis comparable channel(s) of similar language and genre and that this obligations shall also
apply in respect of pricing and inclusion of the Subscribed Channel(s) in any of its Packages.
(b) If Affiliate opts for the packaging incentive under the Remunerative Incentive Plan, in terms of Clause 8(b)(i) of this
Agreement, then the Affiliate shall package the Subscribed Channel(s) in such manner as is set forth in Annexure D-6 of
this Agreement so as to be eligible for the applicable incentive under the Remunerative Incentive Plan.
7. LOGICAL CHANNEL NUMBERING (“LCN”) / ELECTRONIC PROGRAMMING GUIDE (“EPG”):
(a) Affiliate undertakes to the Broadcaster that the Subscribed Channel(s) shall not be disadvantaged and/or discriminated
and/or adversely target and/or otherwise treated less favorably by the Affiliate with respect to comparable channel(s) of
similar language and genre while determining the Logical Channel Numbers (“LCN”) of the Subscribed Channel(s) and
their listing/displaying on the EPG of the Affiliate’s Permitted Digital Distribution Platform (either directly or through the
Cable Operators). Without prejudice to the generality of the foregoing, Affiliate further agrees and undertakes to the
broadcaster that Subscribed Channel(s) shall always be treated in fair, reasonable and non-discriminatory basis vis-à-vis
comparable channel(s) of similar language and genre while determining LCN of the Subscribed Channel(s) on the Affiliate’s
Permitted Digital Distribution Platform (either directly or through the Cable Operators). For example, while determining
the LCN and/or listing on EPG of a Subscribed Channel which is a Tamil language channel of General Entertainment genre,
the Affiliate shall ensure that such Subscribed Channel shall be clubbed together with other Tamil language channel(s) of
General Entertainment genre.
(b) If Affiliate opts for the LCN incentive under the Remunerative Incentive Plan, in terms of Clause 8(b)(ii) of this Agreement,
then the Affiliate shall grant such LCN positions for the Subscribed Channel(s) on the EPG of the Affiliate’s Permitted
Digital Distribution Platform as is set forth in Annexure D-6 of this Agreement so as to be eligible for the applicable
incentive under the Remunerative Incentive Plan.
(c) Each Subscribed Channel and its programming schedule shall be prominently featured in the order of their LCN on the
EPG of the Affiliate’s Permitted Digital Distribution Platform.
8. REMUNERATIVE INCENTIVE PLAN:
(a) For the purpose of this Agreement, the expression “Remunerative Incentive Plan” means a percentage of incentive on
the Bouquet rate per Subscriber per month (as mentioned in Annexure B-2 of this Agreement) which a DPO of a Permitted
Digital Distribution Platform shall be entitled to receive only upon such DPO subscribing to the Bouquet and also
complying with the terms and conditions that entitle the DPO to receive the signals of the channels subscribed by such
DPO from amongst the Channels (“DPO Subscribed Channels”) at such incentivized Bouquet rate per Subscriber per
month. The purpose of the Remunerative Incentive Plan is motivational, and is subject to the DPO’s complete
adherence/compliance with the terms and conditions contained in this Agreement, including the DPOs’ adherence with
the terms and conditions pertaining to the applicable Remunerative Incentive Plan chosen by the DPO and is subjective
in nature, being performance linked. It is clarified that if the DPO Subscribed Channels comprise of only those channels
from amongst the Channels which the DPO has subscribed on a-la-carte basis, then the DPO shall not be entitled to opt
for any of the Remunerative Incentive Plan and hence shall not to entitled to any incentive.
(b) In view of the above, the various Remunerative Incentive Plans offered by the Broadcaster during the Term of the
Agreement to DPOs of Permitted Digital Distribution Platforms (subject to the DPOs’ compliance with the terms and
conditions of this Agreement and DPO’s adherence/compliance of the terms and conditions pertaining to the applicable
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Remunerative Incentive Plan chosen by the DPO) are as set forth below, which shall entitle the DPOs to receive incentive
on the Bouquet rate per Subscriber per month mentioned in Annexure B-2 of this Agreement:
(i) If a DPO, throughout the Term of the Agreement –

• packages all the DPO Subscribed Channels (on its Permitted Digital Distribution Platform) in such manner as is set
forth in Annexure D-6 of this Agreement;
then the DPO shall be entitled to receive such percentage of incentive on the Bouquet rate per Subscriber per month
as is set forth in Annexure D-1 attached to this Agreement.
(ii) If a DPO, throughout the Term of the Agreement –

• grants such EPG/LCN positions to all the DPO Subscribed Channels (on its Permitted Digital Distribution Platform)
as are set forth in Annexure D-6 of this Agreement;
then the DPO shall be entitled to receive such per percentage incentive on the Bouquet rate per Subscriber per
month as is set forth in Annexure D-2 attached to this Agreement.
(iii) For each applicable month of the Term of the Agreement, depending on the DPO’s subscriber base (i.e., number of
Subscribers subscribing to pay channel(s) from amongst the DPO Subscribed Channels on a-la-carte basis and
number of Subscribers subscribing to Package(s) comprising of one or more pay channels) in a particular month of
the Term, the DPO shall be entitled to such percentage of incentive on the Bouquet rate per Subscriber per month
(mentioned in Annexure B-2 of this Agreement) as is set forth in Annexure D-3 attached to this Agreement. For the
sake of clarity, a DPO shall be entitled to this form of remunerative incentive only if the DPO has subscribed to the
Bouquet listed in Annexure B-2 of this Agreement.
(iv) For each applicable month of the Term of the Agreement, with respect to the Subscriber Report of such month, if
a DPO furnishes the applicable Subscriber Report at least 5 (five) days before the Subscriber Report Due Date, then
the DPO shall be entitled to receive such per percentage incentive on the Bouquet rate per Subscriber per month
as is set forth in Annexure D-4 attached to this Agreement. For the sake of clarity, a DPO shall be entitled to this
form of remunerative incentive only if the DPO has subscribed to the Bouquet listed in Annexure B-2 of this
Agreement.
(v) For each applicable month of the Term of the Agreement, with respect to the Monthly License Fee of such month,
if a DPO makes payment of the applicable Monthly License Fee at least 5 (five) days before the Payment Due Date,
then the DPO shall be entitled to receive such per percentage incentive on the Bouquet rate per Subscriber per
month as is set forth in Annexure D-5 attached to this Agreement. For the sake of clarity, a DPO shall be entitled to
this form of remunerative incentive only if the DPO has subscribed to the Bouquet listed in Annexure B-2 of this
Agreement.
(c) Basis the Affiliate’s choice of the Remunerative Incentive Plan(s) (as indicated by the Affiliate by assigning tick marks (✔)
against such Remunerative Incentive Plan(s) in Annexure D-1 to Annexure D-5, as applicable), the Affiliate has to
mandatorily comply in full with the respective compliances set forth in this Agreement which are necessary to be
complied with for enabling the Affiliate to reap benefits under such Remunerative Incentive Plan, failing which, the
Affiliate shall not be entitled to receive any incentive(s) under the chosen Remunerative Incentive Plan.
(d) The Affiliate hereby further specifically understands and acknowledges without demur that compliance of the terms and
conditions of the chosen Remunerative Incentive Plan under Annexure D-1 and Annexure D-2 of this Agreement for only
a certain number of month/weeks/days of the Term shall NOT ENTITLE the Affiliate to obtain incentive(s) under such
Remunerative Incentive Plan(s) for such limited number of month/weeks/days of the Term during which the Affiliate was
in compliance of the applicable terms and conditions.
(e) Any non-compliance of the Remunerative Incentive Plan(s) by the Affiliate shall dis-entitle the Affiliate to receive
incentive(s) under the said Remunerative Incentive Plan, and in that event, the Affiliate shall be charged for the
Subscribed Channels on the basis of the applicable original (i.e., non-incentivized) Bouquet rate per Subscriber per month
as is mentioned in Annexure B-2 of this Agreement and treatment as provided in Clause 9 shall be meted out.
9. CONSEQUENCES OF AFFILIATE’S BREACH OF APPLICABLE TERMS AND CONDITIONS FOR OBTAINING INCENTIVE(S) UNDER
THE APPLICABLE REMUNERATIVE INCENTIVE PLAN: The Affiliate hereby specifically understands and agrees that if, during any
month, it comes to the notice of the Broadcaster, through the Authorized Representative, that the Affiliate is not in compliance
of the respective terms and conditions which would have entitled the Affiliate to obtain remunerative incentive(s) under the
chosen Remunerative Incentive Plan(s), then the Broadcaster, through the Authorized Representative, shall have the right to
either:
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(a) raise a debit note on the Affiliate, in the immediate succeeding month, for such amount as shall be equivalent to the
amount of incentive that was received by the Affiliate in such month in which the Affiliate was in the referred non-
compliance;
Or, at the discretion of the Broadcaster
(b) increase the Monthly License Fee invoice for the immediate succeeding month by such amount as shall be equivalent to
the amount of incentive that was received by the Affiliate in such month in which the Affiliate was in the referred non-
compliance.
10. MERGER / ACQUISITION:
(a) If the Affiliate merges with, acquires, takes over a third party operator operating the same Permitted Digital Distribution
Platform as the Affiliate in the Authorized Area(s) of Transmission (“TPO”), then the signals of the Subscribed Channel(s)
shall not be retransmitted to the subscribers of such TPO, post such merger/acquisition. If following such
merger/acquisition/take over, the Affiliate or the merged entity forming out of such merger/acquisition/take over
(“Merged Entity”) is desirous of retransmitting signals of the Subscribed Channel(s) to the acquired/merged subscribers
of the TPO, then the Affiliate/Merged Entity and the Broadcaster, through the Authorized Representative, shall within 30
(thirty) days of a written intimation of such merger/acquisition/take over from the Affiliate/Merged Entity, mutually
discuss and negotiate the commercial terms and conditions under which signals of the Subscribed Channel(s) can be
retransmitted to the acquired/merged subscribers of the TPO.
(b) For the sake of clarity, the Affiliate shall continue to pay the applicable Monthly License Fee under this Agreement in the
manner contemplated herein and the mutually negotiated license fee for acquired/merged subscribers of the TPO shall
be over and above the License Fee obligation of the Affiliate under this Agreement.
(c) It is expressly agreed by the Affiliate that this Agreement does not cover retransmission of Subscribed Channel(s) to any
new Permitted Digital Distribution Platform, either independently by the Affiliate or in joint venture with any other entity
(“New Permitted Digital Distribution Platform Service”). If the Affiliate is desirous of retransmission of signals of the
Subscribed Channel(s) to such New Permitted Digital Distribution Platform Service, the Affiliate shall provide 60 (sixty)
days’ prior written notice to the Broadcaster, through the Authorized Representative, for discussion of commercial terms
of such retransmission. It is specifically agreed that the commercial terms for retransmission to such New Permitted
Digital Distribution Platform Service shall be in addition to the current Monthly License Fee payable by the Affiliate in
terms of this Agreement.
(d) It is hereby clarified that, if applicable, in the event the Affiliate provides connectivity through its Permitted Digital
Distribution Platform to any Cable Operator which was earlier taking signals from any other TPO in the Authorized Area(s)
of Transmission, then the signals of the Subscribed Channel(s) shall not be retransmitted to such Cable Operator. If the
Affiliate is desirous of retransmitting signals of the Subscribed Channel(s) to the subscribers of such Cable Operator, then
the Affiliate shall take prior written approval from the Broadcaster, through the Authorized Representative, for such
retransmission. Affiliate further undertakes that effective from the date connecting of any such Cable Operator it will
furnish the subscriber reports for such additional areas and will be solely liable to pay the monthly license fee attributable
for the connected Cable Operator.
11. REPORTS:
(a) Affiliate shall maintain at its own expense a SMS which should be fully integrated with the CAS.
(b) With respect to each month of the Term, or part thereof, the Affiliate shall mandatorily provide to the Authorized
Representative the duly complete and accurate Subscriber Report with respect to each head-end of the Affiliate’s
Permitted Digital Distribution Platform and each such Subscriber Report shall provide details that have been segregated
Package wise, Channel(s) wise, in such format as is set forth in Annexure E or in such format as may be provided by the
Broadcaster through the Authorized Representative from time to time, within seven (7) days of the immediate succeeding
month (“Subscriber Report Due Date”). Affiliate acknowledges and agrees that the Broadcaster, through the Authorized
Representative, may seek such further / other information as may be reasonably required inter alia to monitor affiliate’s
compliance with stipulations of this Agreement. Such information may relate to furnishing of additional city/area wise
and Affiliate’s affiliated local cable operator wise reports.
(c) If any Subscriber has opted for more than one connection/STB from Affiliate, all such additional connections/STBs must
feature in the Subscriber Report. Each such Subscriber Reports shall provide details that have been segregated Package
wise, Subscribed Channel wise, city/area wise and Affiliate’s affiliated local cable operator wise and shall be signed and
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attested by an officer of Affiliate of a rank not less than Head of Department/Chief Financial Officer who shall certify that
all information in the Subscriber Report is true and correct.
(d) In case the Affiliate has opted for any Remunerative Incentive Plan(s), then at the time of submission of the Subscriber
Report, the Affiliate shall also provide a report to the Broadcaster, through the Authorized Representative, which
evidences in detail the Affiliate’s full compliance with the applicable terms and conditions of the availed Remunerative
Incentive Plan(s) (“Incentive Terms Compliance Report”). Each such reports shall also be signed and attested by an officer
of Affiliate of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the
Subscriber Report is true and correct.
(e) Within seven (7) days from the date of signing of the Agreement, Affiliate shall provide to the Broadcaster, through the
Authorized Representative, the duly complete and accurate data pertaining to (i) monthly per subscriber a-la-carte rate
(excluding taxes) of each of the Subscribed Channel offered by Affiliate; and (ii) composition of each bouquet offered by
the Affiliate which comprises of any of the Subscribed Channel(s), along with the monthly per subscriber rate (excluding
taxes) of such bouquets. In case the Affiliate intends to make any change in the information furnished by the Affiliate in
term of this Clause, then any/all such change(s) shall be communicated by the Affiliate in writing to the Authorized
Representative at least three (3) days before the Affiliate implementing such change.
(f) Affiliate shall maintain throughout the Term and for twelve (12) months thereafter (or such longer period as required by
law) sufficient records to enable the Broadcaster through the Authorized Representative to verify and ascertain (i)
veracity of the Subscriber Reports supplied by Affiliate pursuant to this Clause, and (ii) Affiliate’s compliance with its anti-
piracy obligations as set out in this Agreement.
12. AUDIT:
(a) Broadcaster, through the Authorized Representative, shall have the right, two times during each 12 (twelve) months’
period of the Term, to review and/or audit the SMS, CAS, other related systems and records of SMS of Affiliate relating
to the Subscribed Channels provided under the Agreement, the information contained in Subscriber Reports and full
compliance with the terms and conditions of the Agreement. The broad scope of such audits is set out in Annexure F.
(b) Affiliate shall remain the sole owner and holder of all customer databases compiled by Affiliate under the Agreement.
(c) Affiliate shall maintain at its own expense a SMS capable of, at a minimum,:
(i) maintaining a computerized customer database capable of recording adequate details of each Subscriber, including
name, address, chosen method of payment and billing;
(ii) administering subscriptions of Subscribers by producing and distributing contracts for new Subscribers and setting
up and maintaining an infrastructure whereby Subscriber contracts are collected and recorded in the SMS database
for ongoing administration;
(iii) handling all ongoing administrative functions in relation to Subscribers, including, without limitation, billing and
collection of subscription payments, credit control, sales enquiries and handling of complaints;
(iv) administering payments of any commission fees from time to time payable to Affiliate’s Authorized Representatives
for the sale to Subscribers of programming packages;
(v) obtaining and distributing receivers and smartcards, if applicable, to Subscribers, and issue replacement smartcards
from time to time in its discretion; and
(vi) enable new Subscribers via the SMS over-the-air addressing system and disable defaulting Subscribers from time to
time in its discretion.
(d) The Affiliate shall provide full cooperation to the Authorized Representative’s auditors in order to carry out the audit
including but not limited to granting unfettered, unqualified and unrestricted access to the Affiliate’s facilities and systems
including but not limited to SMS, CAS, IT systems and providing documents as may be required by the auditors. The
Affiliate shall have no objection to auditors carrying/using their own equipment’s, systems including but not limited to
laptop, software & hardware for conducting such audit and shall be provided with free ingress and egress from the
premises where in such audit is conducted.
(e) In the event an audit in terms of Clause 12(a) of this Agreement reveals that there are discrepancies in the monthly
Subscriber Report (required in terms of this Agreement) and the monthly Incentive Terms Compliance Report (if
applicable) furnished by the Affiliate for the period of the audit and the actual number of Subscribers / LCN positioning /
channel penetration for any such month of the period of the audit and/or such audit reveals that the Affiliate has falsely
furnished any such detail which has a bearing on the computation of the Monthly License Fee payable by the Affiliate,
then the Affiliate shall, on the demand of the Broadcaster/Authorized Representative, pay such amount of money to the
Broadcaster, through the Authorized Representative, within 7 (seven) days’ of demand from Broadcaster/Authorized
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Representative, as shall be payable towards compensation of the shortfall amount, in terms of the outcome of the audit,
along with interest computed at the rate of 18% per annum from the actual date of such unpaid amount becoming due
and payable.
13. EQUIPMENT:
(a) The Broadcaster shall at the request of the Affiliate supply or cause to be supplied the Equipment to the Affiliate or has
already supplied such Equipment directly or through suppliers nominated by it. The Equipment shall at all times remain
the sole and exclusive property of the Broadcaster.
(b) In the event the Affiliate ceases to operate its Permitted Digital Distribution Platform, the Equipment supplied by the
Broadcaster, to the Affiliate shall be returned forthwith to the Broadcaster. In case the Equipment are damaged due to
negligence of the Affiliate, the Broadcaster, shall be authorized to recover the actual repair cost from the Affiliate and in
the event the Equipment are beyond repair, the Affiliate shall be liable to pay to the Broadcaster the cost of such
Equipment as on the date it was supplied to the Affiliate.
(c) Affiliate undertakes that it shall install the Equipment at such installation address(es) / headend address(es) as is/are set
forth in Annexure L attached to this Agreement. For the sake of clarity, the Affiliate shall clearly specify Equipment details
for all the installation address(es) in Annexure L.
(d) In order to take back possession of the Equipment from Affiliate, Affiliate shall ensure that the personnel/ representative
of the Broadcaster is allowed free and unobstructed access to the premises of Affiliate where the Equipment are installed,
and Affiliate shall not interfere with such procedure.
14. OBLIGATIONS OF AFFILIATE:
(a) Affiliate shall, at its own cost and expense, receive the Subscribed Channels from designated satellites and retransmit the
Subscribed Channels to the Subscribers through its Permitted Digital Distribution Platform (either directly or through
authorized Cable Operators) to the Subscribers in the Territory.
(b) Affiliate shall raise monthly invoices on the Subscribers towards subscription of the channels (from amongst the
Subscribed Channels) and Affiliate shall collect such invoiced monthly fees from the Subscribers. It is however clarified
that irrespective of Affiliate’s collection of the invoiced monthly amounts from the Subscribers Affiliate shall pay the
Monthly License Fee to the Authorized Representative in a timely manner.
(c) In case the Affiliate obtains any of the Remunerative Incentive Plan, then the Affiliate shall ensure that it shall throughout
the Term of the Agreement comply in full with the respective terms and conditions for obtaining benefits under the
applicable Remunerative Incentive Plan(s) chosen by the Affiliate.
(d) Affiliate shall obtain from the Broadcaster and/or the Authorized Representative and/or the appointed agencies (as
informed by Broadcaster, through the Authorized Representative to Affiliate from time to time), the EPG/FPCs for the
Channels and ensure that such EPG/FPCs are displayed on the EPG of Affiliate’s Permitted Digital Distribution Platform.
(e) Affiliate shall, in a non-discriminatory manner, ensure retransmission of such high quality encrypted signal of the
Subscribed Channels to the Subscribers as are equal to or better than other channels of the same genre on Affiliate’s
(f) Affiliate shall take all necessary action to prevent unauthorized access of the Subscribed Channels through its Permitted
Digital Distribution Platform and shall regularly provide to the Broadcaster, through the Authorized Representative, with
updated piracy reports.
(g) Affiliate shall ensure that none of the Subscribed Channels shall be disadvantaged or otherwise treated less favorably by
Affiliate with respect to competing channels on a genre basis.
(h) Affiliate agrees to provide to the Authorized all required details in terms of the Customer Information Update Form, as is
set forth in Annexure M of this Agreement.
(i) Affiliate agrees to abide by the applicable GST laws, rules and procedures and indemnifies the Broadcaster (and the
Authorized Representative) from any claims and/or liabilities that may arise on account of the Affiliate’s violation of the
applicable GST laws.
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(j) Affiliate shall be responsible to reverse input tax credit claimed/availed on such invoices for which a credit note is issued
by the Broadcaster due to any change in the Monthly License Fee that is mutually agreed between the Parties.
15. ANTI-PIRACY:
(a) In order to prevent theft, piracy, unauthorized retransmissions, redistribution or exhibition, copying or duplication of any
of the Subscribed Channels, in whole or in part (“Piracy”), the Affiliate shall, prior to the commencement of the Term of
the Agreement and at all times during the Term, employ, maintain, and enforce fully effective conditional access delivery
and content protection and security systems, and related physical security and operational procedures (hereinafter
collectively referred to as the “Security Systems”) & security specifications as are set forth in Annexure G and/or may be
specified, in a non-discriminatory manner in writing, from time to time, by the Broadcaster through the Authorized
Representative. The Affiliate granting access to the Subscribed Channels to its subscribers outside/beyond the Territory
through the Affiliate’s Permitted Digital Distribution Platform shall tantamount to the Affiliate allowing unauthorized
access to the Subscribed Channels. With an aim to ensure that Subscribed Channel(s) are not distributed in an
unauthorized manner, Affiliate shall ensure all LCN(s) are integrated with CAS and SMS and that no LCN(s) are kept free /
left for any other use (including by LCOs). Additionally, if it comes to the Broadcaster’s knowledge (directly or through the
Authorized Agent) that any Subscribed Channel(s) is being retransmitted through Affiliate’s Permitted Digital Distribution
Platform (directly or through an affiliated local cable operator of the Affiliate) in the Territory on more than one (1) LCN,
then the same shall be deemed to be a material breach of this Agreement and Piracy.
(b) Affiliate shall provide on a month-on-month basis comprehensive details of all incidents of piracy and signal theft
involving its network, the names of perpetrators involved in such incidents, and any actions, including but not limited to
the filing of police reports and lawsuits, taken against such perpetrators since the prior Subscriber Report.
(c) To ensure the Affiliate’s ongoing compliance with the security requirements set out in the Agreement, the Broadcaster
through the Authorized Representative may require technical audits (“Technical Audits”) conducted by an independent
security technology auditor (“Technical Auditor”), approved by the Broadcaster, through the Authorized Representative,
in writing no more than twice during each 12 (twelve) months’ period of the Term, at the Broadcaster’s cost and expense.
If the results of any Technical Audits are not found to be satisfactory by either the Affiliate or the Broadcaster, through
the Authorized Representative, then the Authorized Representative, on behalf of the Broadcaster, shall work with the
Affiliate in resolving the issues in the next fourteen (14) business days. If a solution is not reached at by then, the
Broadcaster, through the Authorized Representative, may, in its sole discretion, suspend the Affiliate’s right to distribute
the Subscribed Channels or take other actions as provided under the Agreement, until such systems, procedures and
security measures have been corrected to the satisfaction of the Broadcaster. The Affiliate shall bear the cost and expense
of any subsequent Technical Audit to verify that the systems, procedures and security measures have been corrected by
the Affiliate to the Authorized Representative’s satisfaction on behalf of the Broadcaster.
(d) Affiliate shall deploy finger printing mechanisms to detect any Piracy, violation of copyright and unauthorized viewing of
the Subscribed Channels distributed / transmitted through its Permitted Digital Distribution Platform at least every 10
minutes on 24 x 7 x 365(6) basis.
(e) The Affiliate shall not authorize, cause or suffer any portion of any of the Subscribed Channels to be recorded, duplicated,
cablecast, exhibited or otherwise used for any purpose other than for distribution by the Affiliate at the time the
Subscribed Channels are made available. If the Affiliate becomes aware that any unauthorized third party is recording,
duplicating, cablecasting, exhibiting or otherwise using any or all of the Subscribed Channels for any other purpose, the
Affiliate shall within 10 minutes of so becoming aware of such recording, duplicating, cablecasting, exhibiting or otherwise
using any or all of the Subscribed Channels for any other purpose, notify the Broadcaster, through the Authorized
Representative, and the Affiliate shall also deactivate the concerned STB to prevent such unauthorized use. However, use
of a STB with personal video recorder/digital video recorder facility which has been supplied by the Affiliate shall not be
treated as unauthorized use, as long as such STB is used in accordance with the terms and conditions of this Agreement.
(f) If so instructed by Information (as defined below) by the Broadcaster, through the Authorized Representative, the Affiliate
shall deactivate or de-authorize the transmission to any unauthorized subscriber/subscriber indulging in piracy, within 10
minutes from the time it receives such Information instruction from the Broadcaster, through the Authorized
Representative. Any communication under this Clause shall be considered as valid Information only if (i) the information
is sent through e-mail and (ii) the information is sent by a person(s) who is designated to send such information. However
the “Information” may even be provided by the Broadcaster’s Authorized Representative through other means of
communications such as telephonic message, fax etc. and the said “Information” shall later be confirmed by the
Broadcaster, through the Authorized Representative, through e-mail and the Affiliate shall be under obligation to act
upon such information.
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(g) Broadcaster through the Authorized Representative plans to actively combat piracy of the Channels and the Affiliate
undertakes to provide all such assistance to the Authorized Representative, with respect to the Subscribed Channels, as
may be reasonably required by the Authorized Representative in that regard. The Affiliate shall, at its own expense, take
all necessary steps to comply with obligations set forth in Annexure G.
16. REPRESENTATION BY BOTH PARTIES:
(a) The Broadcaster represents to the Affiliate that it has the requisite powers and authority to enter into the Agreement,
through the Authorized Representative, and to fully perform its obligations hereunder. Similarly, the Affiliate represents
to the Broadcaster that it has requisite power and authority to enter into the Agreement and to fully perform its
obligations hereunder.
(b) Either Party represents to the other Party that by executing this Agreement, the representing Party is not in breach of
any provision(s) contained in any other agreement executed by such Party.
(c) Either Party shall comply with the Applicable Laws. Each Party shall, and shall cause its respective directors, officers,
employees and agents to, engage only in legitimate business and ethical practices in commercial operations and in
relation to governmental authorities. Neither Party shall, and shall ensure that its respective officers, directors, employees
or agents shall not, offer, pay or promise, directly or indirectly, to any governmental official or political party or official
thereof, or any candidate for political office, or any person or entity for the purpose of (i) influencing any act or decision
of such person, entity or party to obtain or retain business or (ii) inducing such person, entity or party to influence any
act or decision of any national, state or local government or instrumentality thereof. For the purpose of this Agreement,
“governmental official” shall include any officer or employee of a government authority or any person acting in an official
capacity for or on behalf of such government authority. Parties agree to instruct their directors, officers, employees and
agents to participate in training to ensure adequate understanding of the Anti-Corruption Laws. This Clause shall survive
expiry / prior termination of this Agreement.
17. REPRESENTATIONS AND WARRANTIES OF THE BROADCASTER:
(a) As on date of this Agreement, the Channels are registered in India with MIB and with any other authority as required
under Applicable Law.
(b) The distribution of the Channels is allowed in India.
(c) No court or tribunal or any other authority has passed an order forbidding the distribution of the Channels in India, either
directly or through the Authorized Representative.
(d) It shall keep Affiliate informed of any order or direction of any authority or court or tribunal suspending, banning or
forbidding the distribution of the Channels.
18. REPRESENTATIONS, WARRANTIES & UNDERTAKINGS OF AFFILIATE: The Affiliate represents, warrants and undertakes to the
Broadcaster, through the Authorized Representative that:
(a) The Affiliate shall provide the following at the time of Audit:-
• CAS declaration from the Conditional access vendor (CA declaration form enclosed as Annexure H); and
• SMS declaration from the SMS vendor (SMS declaration form enclosed as Annexure I).
(b) Affiliate has a valid and subsisting license from the applicable statutory authority which permits the Affiliate to operate
its Permitted Digital Distribution Platform and Affiliate undertakes to keep such license valid and subsisting during the
Term and provide a copy of the same to the Broadcaster and/or the Authorized Representative as and when called upon
to do so by the Authorized Representative.
(c) The STBs, CAS and SMS shall comply with the Technical Specifications and Affiliate agrees that the STBs, and their installed
CAS microchip, used by the Subscribers shall prohibit use of digital outputs as set out in Annexure C.
(d) Affiliate undertakes that it shall furnish the details of encryption system of the Affiliate’s Permitted Digital Distribution
Platform used for encrypting the signals of channels available on the Affiliate’s Permitted Digital Distribution Platform
and undertakes that the same encryption system shall be used for scrambling the signal of the Subscribed Channels or
their retransmission. Affiliate further undertakes that any material changes to Affiliate’s Permitted Digital Distribution
Platform security and encryption technology (other than standard software upgrades which are deemed not to be
material changes) during the Term shall be done by Affiliate only after obtaining prior approval from Broadcaster, through
the Authorized Representative.
(e) The Affiliate shall not retransmit the Subscribed Channels via any medium other than the Affiliate’s Permitted Digital
Distribution Platform identified by the Affiliate in this Agreement.
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(f) The Affiliate shall not offer any pay channel(s) from amongst the Subscribed Channels as a free to air channel to the
Subscriber if the Affiliate has also subscribed for packaging incentive scheme for the subscribed channel.
(g) Affiliate represents that as on the date of commencement of this Agreement, the number of Subscribers receiving signals
of the Subscribed Channels in the Territory through Affiliate’s Permitted Digital Distribution Platform is as set forth in
Annexure K attached to this Agreement.
(h) The Affiliate shall provide the Subscriber Reports, the Incentive Terms Compliance Report and pay Monthly License Fee,
together with applicable taxes, in a timely manner.
(i) Affiliate undertakes that the Subscribed Channels shall not be disadvantaged or otherwise treated less favorably by
Affiliate in the Package(s) offered on its Permitted Digital Distribution Platform.
(j) Affiliate undertakes to provide Broadcaster, through the Authorized Representative, prior written intimation (emails
permitted) of at least fifteen (15) days before Affiliate making any change(s) to LCN positioning of the Channel(s) on
Affiliate’s Permitted Digital Distribution Platform.
(k) The Affiliate shall make available to the Authorized Representative, every month, logs containing channel wise history of
all the activations and de-activations of all the STBs/viewing cards/smart cards for each month from the CAS and SMS
logs/databases. These logs/reports, in electronic form, must be verified and authenticated by the Affiliate’s personnel of
a rank not less than that of Chief Technical Officer/Chief Operating Officer/Head of Department.
(l) The Affiliate shall ensure that no activations or deactivations shall be performed or initiated directly in the CA system. All
such actions must be routed through SMS only.
(m) The Affiliate shall provide the Broadcaster, through the Authorized Representative, for anti-piracy monitoring of every
Subscribed Channel/Package distributed/retransmitted by the Affiliate’s Permitted Digital Distribution Platform, 10 STBs
for which the Broadcaster shall pay applicable charges.
(n) The Affiliate shall not distribute the Subscribed Channels to any Commercial Subscribers for which one or more separate
agreement(s) shall be executed between the Parties at rates applicable for Commercial Subscribers.
(o) All applicable Execution Requirements, as listed in Annexure J of this Agreement, provided by Affiliate to the Broadcaster
through the Authorized Representative are correct.
(p) The Affiliate shall maintain for the Subscribed Channels first-class signal transmission quality in accordance with the
highest industry standards in India, subject to the signals of the Channels getting delivered to the Affiliate of a quality
sufficient to permit the Affiliate to reasonably comply with such standards. Affiliate shall maintain a service availability (a
service free from viewer discernible problems including, without limitation, video with no audio, audio with no video or
significant signal distortion) that meets or exceeds 99.95% reliability per month (which represents service outages
incurred by Subscribers not exceeding approximately 22 minutes per month) without any interruption or deviation from
the daily transmission schedule, and shall immediately notify Broadcaster, through the Authorized Representative, of any
degradation to any of the Subscribed Channels’ signals.
(q) The Affiliate shall ensure that EPG functionality, user interface and on screen display appears at the Subscriber’s option
provided such interface appears at the bottom part of the screen and doesn’t cover more than 10 % of the television
screen from bottom.
(r) The Affiliate shall not superimpose or otherwise add any third party promotions, programs, data, content, copyright,
trademarks, trade name, logos, names and/or licenses on the Subscribed Channels at the time of retransmission, except
the Affiliate’s service logo only in watermark form which shall be at least 50% transparent and appear on the right side
corner at the bottom of the screen and shall be of a size which does not cover more that 5% of the space on screen from
the right and 5% from the bottom or shall hamper the visual of the channels in any manner.
(s) The Affiliate undertakes to retransmit the signals of the Subscribed Channels in its entirety without (i) any delay, cutting,
editing, dubbing, scrolling or ticker tape, voice-over, sub titles, substituting or any other modification, alteration, addition,
deletion or variation; and, (ii) replacing, modifying, deleting, imposing or superimposing of advertisements or otherwise
tampering with the content of the Subscribed Channels.
(t) The Affiliate undertakes not to, either itself or through others, copy, tape or otherwise reproduce any part of the
Subscribed Channels. The Affiliate further undertakes that it shall not copy or tape programs for resale or deal in any
copied programs and shall immediately notify the Broadcaster, through the Authorized Representative, of any
unauthorized copying, taping or use of any part of the Subscribed Channels and shall fully cooperate with all requests by
the Broadcaster, through the Authorized Representative, to take such steps as are reasonable and appropriate to cause
such activities to cease. It is understood that this shall not apply to Subscribers using STBs with PVR/DVR facilities.
However, cloud based PVR/DVR facilities is prohibited. Further, the Affiliate undertakes & ensures that content stored in
the DVR and/or external storage device should always be encrypted as a ‘Copy Protect’ feature and shall be encrypted &
not play on any other device(s).
(u) The Affiliate shall not push content onto the STBs, there shall not be automatic advertisement skipping function and/or
the Affiliate shall not create a virtual video-on-demand or other on demand service in respect of the Subscribed Channels.
(v) The Affiliate undertakes not to place the Subscribed Channel(s) next to any pornographic or gambling channel or included
in any package or tier that contains any channel with pornographic content or any gambling Service.
(w) The Affiliate shall always encourage the Subscribers/consumers to subscribe/avail and view all the Subscribed Channel(s).
Affiliate further undertakes that it shall not act in a manner that would discourage the Subscribers/consumers from
subscribing/availing and viewing the Subscribed Channel(s) nor shall indulge in any negative publicity nor provide
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incentives, marketing, advertisements, etc., which would be detrimental to the interest of Broadcaster and/or the
Subscribed Channel(s).
(x) The Affiliate hereby undertakes not to introduce any such scheme/offer which may jeopardize the availability of the
Subscribed Channel(s) on the STBs of the Affiliate’s Permitted Digital Distribution Platform in any manner.
(y) The Affiliate undertakes not to pledge, charge, encumber or in any way part with the possession of the Equipment without
prior written permission of Broadcaster. Further, the Affiliate undertakes not to remove or shift or allow removing or
shifting, the Equipment from the Installation Address detailed in Annexure L (Annexure L-1, Annexure L-2, etc. as
applicable) of this Agreement or allows anybody else to do the same, without prior written permission of Authorized
Representative and shall indemnify the Broadcaster against any damage, destruction, theft or loss of the Equipment.
(z) Affiliate undertakes not to modify, misuse or tamper with the Equipment including the seal (paper seal to prevent opening
of the Equipment) or any signals emanating there from, in a manner that prevents the identification of the Equipment
number or interferes with the signals emanating there from.
(aa) Affiliate understands and acknowledges that Broadcaster shall have the right to run scroll(s) on its Channel(s) to provide
such information to Subscribers as may be required by Broadcaster from time to time.
(bb) The Affiliate undertakes to keep the Equipment in good and serviceable order and condition to the satisfaction of the
Broadcaster and bear all expenses for general repairs and maintenance of the same and it shall immediately notify the
Broadcaster, through the Authorized Representative, in the event of any mechanical/technical fault in the Equipment.
(cc) Upon expiry/termination of the Agreement, the Affiliate undertakes to return to Authorized Representative the
Equipment in good working condition and pay to Authorized Representative all outstanding payments that may be
payable to Broadcaster under the Agreement on the date of termination.
(dd) Upon change in the designated satellite of the Subscribed Channels, the Affiliate undertakes to make all necessary
arrangements to ensure continued access to the Subscribed Channels at its own expense.
(ee) The Affiliate undertakes to promptly intimate the Broadcaster, through the Authorized Representative, of any change in
ownership or sale of the business/assets of the Affiliate.
(ff) The Affiliate undertakes to keep accurate and complete records and accounts of billings of the Subscribers and make such
records available to the Broadcaster through the Authorized Representative and/or its representatives for
inspection/audit upon reasonable notice. The Affiliate undertakes to provide all assistance to Authorized Representative
for conducting survey to determinate the actual subscriber base of the Affiliate. The Affiliate undertakes to furnish and
submit to Authorized Representative all information and/or documents as may be required by Authorized Representative
from the Affiliate from time to time.
(gg) Affiliate authorizes and consents to the use of his/her personal or sensitive personal information, as provided by it in
terms of this Agreement, by the Broadcaster/Authorized Representative including its affiliates, agents, representatives,
advisors or subcontractors for such lawful purposes as may be necessary pursuant to this Agreement.
(hh) Affiliate shall share details of the various installation addresses with Broadcaster (through the Authorized Representative)
to enable Broadcaster to raise invoices with appropriate GST number(s).
19. TERMINATION:
(i) Either Party shall have the right to terminate this Agreement by giving 21 (twenty one) days’ written notice, as per
Applicable Laws, to the other Party if such other Party is breach of any of the terms and conditions of this Agreement and
such other Party fails to rectify such breach Party within the referred 21 (twenty one) days’ notice period.
(ii) Either Party has a right to terminate this Agreement by a written notice, subject to Applicable Law, to the other in the
event of the bankruptcy, insolvency or appointment of receiver over the assets of the other Party.
(iii) Broadcaster through the Authorized Representative shall have the right to terminate this Agreement by a written notice
to Affiliate if (i) the registrations / licenses / permissions necessary for Affiliate to operate its Permitted Digital Distribution
Platform is/has being revoked; (ii) Affiliate breaches any of the Anti-Piracy Requirements and fails to cure such breach
within ten (10) days of being required in writing to do so; or (iii) Broadcaster discontinues the Subscribed Channels with
respect to all distributors and provides Affiliate with a written notice as per Applicable Laws.
(iv) Broadcaster through the Authorized Representative shall have the right to forthwith terminate this Agreement and
disconnect/deactivate signals of the Subscribed Channels to Affiliate and/or take any other action as may be appropriate,
upon occurrence of any of the following:
(a) in case of dissolution of the partnership or winding up proceedings initiated against Affiliate (as applicable);
(b) in the event of assignment of the Agreement by Affiliate without prior written approval of Broadcaster through the
Authorized Representative;
(c) if Affiliate voluntarily or by operation of law loses control of the means to distribute the Subscribed Channels
(including but not limited to entering into an agreement/arrangement with another Broadcaster for operational
and/or administrative and/or funding purposes, etc.);
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(d) in the event the Authorized Representative / Broadcaster is/are subjected to legal, governmental or other adverse
action under applicable treaties, tariffs or Applicable Laws that restrict the right of the Authorized Representative /
Broadcaster to provide the Subscribed Channels or any part thereof to Affiliate or limit Affiliate's right or authorization
to distribute/retransmit the Subscribed Channels or in the event of any court order which prevents/restricts the
Authorized Representative / Broadcasters to provide the Subscribed Channels to Affiliate under the terms of this
Agreement.
(e) If the Equipment are removed from the Installation Address(es) without prior written consent of Broadcaster or is
being used or intended to be used, at a place other than the Installation Address(es);
(f) If Affiliate does not comply with any rules, regulations, orders of TRAI or any other government or statutory
body/court or tribunal; and
(g) If Affiliate is blacklisted in the GST portal and/or if the rating of Affiliate on the GST portal goes down below the
generally acceptable GST rating in the Territory
(v) Affiliate may terminate this Agreement on written notice to the Broadcaster through the Authorized Representative if
the Affiliate discontinues its Permitted Digital Distribution Platform and provides at least ninety days prior written notice.
(vi) The Parties agree that if any of the agreement between Authorized Representative and the Broadcaster relating to
Authorized Representative’s right to distribute any of the Subscribed Channel(s) is terminated, then the part of the
Agreement pertaining to the said Subscribed Channel(s) shall stand terminated. In such an event, Annexure shall be
amended and executed between the Parties at mutually agreed terms, subject to applicable law.
(vii) Broadcaster’s rights to terminate the Agreement shall be without prejudice to Broadcaster’s legal and equitable rights to
any claims under the Agreement, injunctive relief(s), damages, and other remedies available under Applicable Laws.
20. CONSEQUENCES OF EXPIRY/TERMINATION:
(a) Upon expiry/termination of the Agreement:

(i) Broadcaster shall disconnect/deactivate signals of the Subscribed Channels ,
(ii) The Affiliate shall immediately return the Equipment of the Subscribed Channels to the Broadcaster in good working
condition failing which the Affiliate shall be liable to compensation/damages, equivalent to the Monthly License Fee
last paid by the Affiliate, for each month of delay, on a pro-rata basis,
(b) Each Party shall return to the other Party all documents, Confidential Information, and other material belonging to the
other Party then in its possession,
(c) The Affiliate shall within seven (7) days of the expiry/termination pay to the Authorized Representative all outstanding
payments and/or other sums (including but not limited to cost/charges/fees/damages/ claims for rendition of accounts,
if any accrued hereunder or prior to the expiration/termination of this Agreement) that may be payable to the
Broadcaster, through the Authorized Representative, under the Agreement as on the date of termination failing which,
such outstanding amounts shall be payable together with interest at the rate of 24% per annum computed form the
period of such outstanding becoming due and payable until the date of payment of such outstaying, along with applicable
interest, in full.
(d) Those provisions of this Agreement that are explicitly, or by their nature, are intended to survive termination or expiry of
this Agreement shall survive termination or expiry of this Agreement.
21. INTELLECTUAL PROPERTY RIGHTS:
(a) It is expressly agreed and understood that the Affiliate shall not acquire any ownership or other rights with respect to the
Subscribed Channels, other than the rights expressly provided in this Agreement.
(b) All Intellectual Property related to the Subscribed Channels shall belong exclusively to the Broadcaster of each Subscribed
Channel or its respective affiliated companies or licensor. Affiliate shall not acquire any proprietary or other rights in the
Intellectual Property to which Authorized Representative or its associates or subsidiaries or Broadcaster assert
proprietary or other rights, which Authorized Representative may notify the Affiliate from time to time in writing, and
agrees not to use the Intellectual Property in any corporate or trade name. Affiliate may use the Intellectual Property
solely for the purpose of advertising and promoting the Subscribed Channels only with the prior written consent of
Authorized Representative. Marketing materials generated by the Affiliate may refer to the Intellectual Property only if it
is clear that such Intellectual Property represent trademarks or service marks for the Subscribed Channels, which are
distributed by the Affiliate. Such marketing materials shall require the prior written approval of Authorized
Representative. Affiliate shall not acquire any proprietary or other rights over the Marks, and agrees not to use Marks
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Page 17 of 67
without prior written consent of Authorized Representative. Unless notified to the contrary by Authorized
Representative, in all trade references, advertising, and promotion and for all other purposes, the Subscribed Channels
shall be referred to exclusively as designated herein or as otherwise designated by Authorized Representative. To the
extent any of such rights are deemed to accrue to the Affiliate, Affiliate agrees that such rights are the exclusive property
of Authorized Representative or Broadcaster, as applicable. Authorized Representative reserves the right to inspect any
such material at any time without prior notice. Affiliate shall not use any Intellectual Property as part of a corporate name
or of a trade name, register or use any name or mark which is the same as, or which contains or which, in the opinion of
Authorized Representative, resembles any of the Intellectual Property. Affiliate shall include appropriate copyright and
other legal notices as Authorized Representative may require, and shall promptly call to the attention of Authorized
Representative the use of any Intellectual Property or of any names or marks that resemble any Intellectual Property by
any third party. Affiliate shall within 10 days after termination of this Agreement return to Authorized Representative or,
at Authorized Representative’s request, destroy all material containing, and all material used for the purpose of printing
or reproducing, any Intellectual Property or any other names or marks that in the opinion of Authorized Representative
are similar to any Intellectual Property, and shall transfer or cause to be transferred at no cost to Authorized
Representative /Broadcaster (or its designee) all interest in and to any graphic representation created by or for the
Affiliate of any Intellectual Property. To the extent permissible by law, Affiliate hereby appoints Authorized
Representative its lawful attorney-in-fact irrevocably to carry out any legal action required to cancel any registration or
application for registration obtained or made by the Affiliate for the Intellectual Property pertaining to Authorized
Representative/Service Provider and the Subscribed Channels as mentioned in this Clause or to cause all of the Affiliate’s
interest in such registrations or application to be transferred to Authorized Representative /Broadcaster (or its designee),
it being acknowledged that such power is a power coupled with an interest.
22. ADVERTISING AND PROMOTIONS:
(a) The Broadcaster Authorized Representative grants to the Affiliate the non-exclusive right during the Term to use the
Marks solely in connection with the marketing and promotion of the Subscribed Channels and in a manner that has been
pre-approved by the Authorized Representative.
(b) Affiliate undertakes to give:
(i) an equivalent amount of marketing support for the Subscribed Channels as it provides to other channels of the same
genre;
(ii) similar treatment to all Subscribed Channels in all advertising material whereby Subscribed Channels’ 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
(iii) equal opportunity to the Subscribed Channels for participation in events and promotions that Affiliate undertakes
subject to commercial agreement for each event.
23. MISCELLANEOUS:
(a) Confidentiality: The Affiliate shall keep in strict confidence any Confidential Information received by it from
Broadcaster/Authorized Representative and shall not disclose the same to any person, not being a party to this
Agreement. The Affiliate shall also bind its employees, officers, advisors, associates, contractors, agents and other similar
persons, to whom the Confidential Information may be disclosed, to the obligations of such confidentiality. However, any
disclosure of Confidential Information by the Affiliate to any of its employees, officers, advisors, associates, contractors,
agents and other similar persons shall be strictly on a need to know basis. Confidential Information shall, at all times,
remain the exclusive property of Broadcaster/Authorized Representative and the Affiliate shall not acquire any rights in
the Confidential Information.
(b) Limitation Of Liability:

(i) Notwithstanding anything to the contrary in this Agreement, to the maximum extent allowed under the applicable
law, except where a Party is indemnified against third party claims, in no event shall any Party be liable for any
incidental or consequential damages, whether foreseeable or not (including those arising from negligence),
occasioned by any failure to perform or the breach of any obligation under this Agreement for any cause whatsoever.
(ii) Any and all express and implied warranties, including, but not limited to, warranties of merchantability or fitness for
any purpose or use, are expressly excluded and disclaimed by the Parties, except as specifically set forth herein.
(iii) Without prejudice to the foregoing, the maximum aggregate liability of the Broadcaster for proven and awarded direct
damages or losses that may arise out of or in connection with this Agreement shall not exceed the Monthly License
Fee actually paid by the Affiliate to the Broadcaster, through the Authorized Representative.
(c) Force Majeure: Neither Party shall be liable for any delay in performing or for failing to perform any or all of its obligations
under this Agreement resulting from force majeure conditions including satellite failure, satellite jamming, occurrence of
an event over which the affected Party has no control, etc., which may affect the retransmission of signals of any of the
_____________________ & ______________________ ___________________________

Page 18 of 67
Subscribed Channels to the Affiliate/Subscribers. In the event of a suspension of any obligation under this Clause, which
extends beyond a period of one (1) month, the Party not affected may, at its option, elect to cancel those aspects of this
Agreement.
(d) No Agency: Neither Party shall be or hold itself as the agent of the other under the Agreement. No Subscribers shall be
deemed to have any privity of contract or direct contractual or other relationship with the Broadcaster/Authorized
Representative by virtue of this Agreement or by Broadcaster’s delivery of the Subscribed Channels to the Affiliate. This
Agreement between the Broadcaster, through the Authorized Representative, and the Affiliate is on principal to principal
basis and is terminable in nature.
(e) No Waiver: The failure of either Party to resist, in any one or more instance, upon performance of any of the provisions
of this Agreement or to enforce any such provisions or the relinquishment of any such rights, shall not make such
provisions/rights obsolete and such provisions/rights shall continue and remain in full force and effect. No single or partial
exercise by either Party of any right or remedy shall preclude other future exercise thereof or the exercise of any other
right or remedy. Waiver by any Party of any breach of any provisions of this Agreement (or the consequences of any such
breach as provided for in this Agreement) must be in writing and signed by the Parties hereto and such waiver shall not
constitute or be construed as a continuing waiver or as a waiver of any other breach of any other provisions of this
Agreement.
(f) Assignment:
(i) Notwithstanding anything contained in the Agreement or by operation of law or otherwise, the Affiliate shall not have
the right, without the prior written consent of the Broadcaster through the Authorized Representative, to assign or
transfer the Agreement or any of its rights or obligations hereunder to any third Party.
(ii) Broadcaster may, at any time, assign the Agreement including, without limitation, its rights and obligations hereunder,
either in whole, or in part, to any person or third party and such person or third party shall, to the extent of such
assignment, be deemed to have the same rights and obligations as the Broadcaster vis a vis the Affiliate.
(g) Indemnity and Third Party Claims:

(i) The Parties shall forever keep and hold the other Party and such Party’s subsidiaries, affiliated companies, officers,
directors, employees and agents fully indemnified and harmless against all liabilities, claims, costs, damages and
expenses (including, without limitation, reasonable attorney’s fees) resulting due to any of the defaulting Party’s acts,
omissions, misstatements, and representations, warranties, undertakings or otherwise set out hereunder or any of its
obligations pursuant to the Agreement.
(ii) Except as provided under the Agreement, neither Party shall have any rights against the other Party for claims by third
persons or for non-operation of facilities or non-furnishing of the Subscribed Channels, if such non-operation or non-
furnishing is due to failure of equipment, satellite action or natural calamity.
(iii) The Broadcaster/Authorized Representative makes no representations or warranty as to whether or not the
Subscribed Channels or any of its content requires any governmental consent or approval for retransmission in the
Territory through the Affiliate’s Permitted Digital Distribution Platform. The Affiliate shall be responsible, at its sole
cost and expense, for obtaining all necessary approvals, licenses and permissions, as may be imposed or required by
the government and other authorities, for the distribution of the Subscribed Channels by the Affiliate and maintaining
those approvals, licenses and permissions throughout the Term.
(iv) The Affiliate acknowledges, accepts and represents to the Broadcaster that the Authorized Representative shall not
be liable in any manner to the Affiliate or any third party as regards to any program content or alleged violations of
any third party rights, any law or any broadcast standards and practice guidelines, program codes or censorship
guidelines contained in the Applicable laws.
(v) This Clause shall survive termination of the Agreement.
(h) Severability: If any provision of this Agreement becomes invalid, illegal or unenforceable, in whole or in part, the validity
of the remainder provisions of this Agreement shall not be affected thereby, and the Parties shall agree to a valid
substitute provision, which corresponds in its economic effect as closely as legally possible to the invalid or unenforceable
provision which it replaces.
(i) Notices: All notices given hereunder shall be given in writing, by personal delivery, Speed Post or Registered Post A.D., at
the correspondence address of the Affiliate set forth in the Agreement and the correspondence address of the Authorized
Representative (for and on behalf of the Broadcaster) set forth in this Clause of this Agreement, unless either party, at
any time or times, designates another address for itself by notifying the other Party thereof by Speed Post or Registered
Post A.D. only, in which case, all notices to such Party shall thereafter be given at its most recent address. Notice given
by Registered Post A.D. shall be deemed delivered on the third day from the date of dispatch of such Registered Post A.D.
All notices to Authorized Representative shall also be addressed to the attention of “Head-Legal”, IndiaCast Media
Distribution Private Limited, 703, 7th Floor, HDIL Kaledonia, Sahar Road, Opposite Vijay Nagar, Andheri East, Mumbai –
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Page 19 of 67
400 069. Affiliate hereby specifically understands and acknowledges that notices/correspondences sent directly to the
address of Broadcaster (as is set forth in this Agreement) shall be deemed to have not been delivered to and not been
received by Broadcaster.
(j) Survival: Any provision of this Agreement that contemplates or governs performance or observance subsequent to
termination or expiration of this Agreement will survive the expiration or termination of this Agreement for any reason.
The following provisions will survive the expiration or termination of this Agreement: Representations and Warranties of
the Affiliate, Intellectual Property, Indemnification, Limitation of Liability and Confidentiality.
(k) Governing Law, Jurisdiction and Dispute Resolution: The rights and obligations of the Parties under the Agreement shall
be governed by and construed in accordance with the laws of India. The TDSAT, to the exclusion of all other courts, shall
have exclusive jurisdiction to entertain any disputes arising out of relating to this Agreement.
(l) Counterpart: This Agreement may be signed in any number of counterparts, all of which taken together, shall constitute
one and the same instrument.
(m) Entire Understanding/Modifications: This Agreement along with its Schedules and Annexes contains the entire
understanding between the Parties with respect to the subject matter covered herein. It supersedes all prior
understandings between the Parties with respect to the subject matter hereof including, but not limited to, any
amendment to the erstwhile subscription agreement / interconnection agreement executed between the Parties for
retransmission of the Channel(s) on the Affiliate’s Permitted Digital Distribution Platform in the Territory. Pursuant to
execution of this Agreement, each Party releases the other from any/all claims and liabilities of every name and nature
(other than those relating to payments / TDS certificate, as applicable) (“Claims”) at law, in equity and under the erstwhile
subscription agreement (if any), all of which shall be treated to have been amicably settled. The Parties are executing this
Agreement in acceptance of the mutually agreed contents of this Agreement, out of their own free will, consent and
volition and without any sort of force, coercion or any undue influence. Each Party confirms to the other that it has
checked all matters concerning such Party, and its ability to utilize this Agreement to achieve the goals set by such Party
for its business, and that other Party is not responsible or liable to such Party for any failure of such Party to exploit this
Agreement in accordance with such Party’s own expectations. Any modification, variation, alteration and amendment of
the provisions of the Agreement shall be mutually agreed in writing and executed by and on behalf of the Parties.
IN WITNESS WHEREOF, the Parties hereunto have set their hands towards execution of the Agreement.
For TV18 Broadcast Limited, through its Authorized Representative, IndiaCast Media Distribution Private Limited
Signature: ____________________________ & Signature: ____________________________
Name: _______________________________ & Name: _______________________________
Title: ________________________________ & Title: ________________________________
For ________________________________________________________________________________ [Name of the Affiliate]
Signature: ____________________________
Name: _______________________________
Title: _________________________________
_____________________ & ______________________ ___________________________

Page 20 of 67
ANNEXURE A
TERRITORY
Sl. No. Territory
_____________________ & ______________________ ___________________________

Page 21 of 67
ANNEXURE B
CHANNELS AND EQUIPMENT DETAILS

(Details to be incorporated for only the Subscribed Channels)
Channels Digital Satellite Receiver No.: Viewing Card No.:

Colors
Colors Infinity
The History Channel
Comedy Central
Nick Jr
Sonic
CNBC TV18
MTV
Nick
CNN News18
CNBC Awaaz
Vh1
Colors Marathi
Colors Kannada
Colors Bangla
Colors Oriya
Rishtey Cineplex
MTV Indies
MTV Beats
Colors Gujarati
CNBC Bajaar
News18 Lokmat
News18 Bihar/Jharkhand
News18 Uttar
Pradesh/Uttarakhand
News18 Madhya
Pradesh/Chhattisgarh
News18 Rajasthan
News18 Kannada
News18 Bangla
News18 Gujarati
News18 Urdu
News18
Punjab/Haryana/Himachal
Pradesh
News18 Odia
Colors Super
Colors Tamil
_____________________ & ______________________ ___________________________

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ANNEXURE B-1
A-LA-CARTE OFFERING OF CHANNELS
Assign (✔) against channel Channel Name Genre A-La-Carte Rate per
to mark selection Subscriber per month (in Rs.)
Colors General Entertainment (Hindi) 8.99
Colors Infinity General Entertainment (English) 6.52
The History Channel Infotainment 6.72
Comedy Central General Entertainment (English) 6.51
Nick Jr Kids 5.62
Sonic Kids 5.46
CNBC TV18 News & Current Affairs 3.82
MTV Music 3.15
Nick Kids 2.7
CNN News18 News & Current Affairs 2.25
CNBC Awaaz News & Current Affairs 2.02
Vh1 Music 1.35
Colors Marathi General Entertainment (Regional) 4.67
Colors Kannada General Entertainment (Regional) 4.67
Colors Bangla General Entertainment (Regional) 4.67
Colors Oriya General Entertainment (Regional) 4.67
Rishtey Cineplex Movies 7.64
MTV Indies Music 3.15
MTV Beats Music 3.15
Colors Gujarati General Entertainment (Regional) 4.67
CNBC Bajaar News & Current Affairs 3.82
News18 Lokmat News & Current Affairs 3.3
News18 Bihar/Jharkhand Infotainment 4.67
News18 Uttar Infotainment
4.67
Pradesh/Uttarakhand
News18 Madhya Infotainment
4.67
News18 Rajasthan Infotainment 4.67
News18 Kannada News & Current Affairs 3.82
News18 Bangla News & Current Affairs 3.82
News18 Gujarati News & Current Affairs 3.82
News18 Urdu General Entertainment (Regional) 4.67
News18 News & Current Affairs
Punjab/Haryana/Himachal 3.82
Pradesh
News18 Odia News & Current Affairs 3.86
Colors Super General Entertainment (Regional) 5.25
Colors Tamil General Entertainment (Regional) 5.25
* Note: The rate per subscriber per month mentioned above is in terms of the interim order dated April 18, 2011 of the Hon’ble
Supreme Court of India and is under protest and without prejudice to Broadcaster’s right to increase the a-la-carte rate prescribed
for addressable platforms, subject to any regulations/orders of the TRAI and/or judgments/orders of courts/tribunals in India with
respect to tariffs for addressable platforms.
.
_____________________ & ______________________ ___________________________

Page 23 of 67
ANNEXURE B-2
BOUQUET OFFERING OF CHANNELS
Assign tick against Bouquet Name Constituent Channels Genre Bouquet Rate per
the bouquet to mark Subscriber per month
selection (✔) (in Rs.)
General Entertainment
Colors
(Hindi)
Colors Infinity
(English)
The History Channel Infotainment
Comedy Central
(English)
Nick Jr Kids
Sonic Kids
CNBC TV18 News & Current Affairs
MTV Music
Nick Kids
CNN News18 News & Current Affairs
CNBC Awaaz News & Current Affairs
Vh1 Music
Colors Marathi
(Regional)
Colors Kannada
(Regional)
Colors Bangla
(Regional)
Bouquet 1 Colors Oriya 93.20
(Regional)
Rishtey Cineplex Movies
MTV Beats Music
Colors Gujarati
(Regional)
CNBC Bajaar News & Current Affairs
News18 Lokmat News & Current Affairs
News18 Bihar/Jharkhand Infotainment
News18 Uttar Infotainment
Pradesh/Uttarakhand
News18 Madhya Infotainment
News18 Rajasthan Infotainment
News18 Kannada News & Current Affairs
News18 Bangla News & Current Affairs
News18 Gujarati News & Current Affairs
News18 Urdu
(Regional)
News18 News & Current Affairs
Pradesh
News18 Odia News & Current Affairs
* Note: The rates per subscriber per month mentioned above are in terms of the interim order dated April 18, 2011 of the Hon’ble
Supreme Court of India and is under protest and without prejudice to Broadcaster’s right to increase the a-la-carte rates prescribed
for addressable platforms, subject to any regulations/orders of the TRAI and/or judgments/orders of courts/tribunals in India with
respect to tariffs for addressable platforms.
_____________________ & ______________________ ___________________________

Page 24 of 67
ANNEXURE C
TECHNICAL SPECIFICATIONS
Specifications for Set-Top-Boxes (STBs), Conditional Access System (CAS) & Subscribers Management System (SMS)
(A) STB Requirements:
1. All the STBs should have embedded Conditional Access (CA).

2. The STB should be capable of decrypting the Conditional Access inserted by the Headend.
3. The STB should be capable of doing Finger printing. The STB should support both Entitlement Control Message (ECM) &
Entitlement Management Message (EMM) based fingerprinting.
4. The STB should be individually addressable from the Headend.
5. The STB should be able to take the messaging from the Headend.
6. The messaging character length should be minimal 120 characters.
7. There should be provision for the global messaging, group messaging and the individual STB messaging.
8. The STB should have forced messaging capability.
9. The STB must be Bureau of Indian Standards (BIS) compliant.
10. There should be a system in place to secure content between decryption & decompression within the STB.
11. The STBs should be addressable over the air to facilitate Over the Air (OTA) software upgrade.
12. The STB should be compatible with covert Finger Printing.
13. The STB should carry the Subscribed Channels’ Finger Printing without masking or tampering, with respect to time location,
duration and frequency.
(B) Fingerprinting Requirements:
1. The finger printing should not be removable by pressing any key on the remote.
2. The Finger printing should be on the top most layer of the video.
3. The Finger printing should be such that it can identify the unique STB number or the unique Viewing Card (VC) number.
4. Finger printing should appear on all the screens of the STB, such as Menu, EPG etc.
5. The location of the Finger printing should be changeable from the Headend and should be random on the viewing device.
6. The Finger printing should be able to give the numbers of characters as to identify the unique STB and/ or the VC.
7. The Finger printing should be possible on global as well as on the individual STB basis.
8. The Overt finger printing and On Screen Display (OSD) messages of the respective broadcasters should be displayed without
any alteration with regard to the time, location, duration and frequency.
9. No common interface Customer Premises Equipment (CPE) to be used.
10. The STB should have a provision that OSD is never disabled.
(C) CAS & SMS Requirements:
1. The current version of the Conditional Access System should not have any history of the hacking.
2. The fingerprinting should not get invalidated by use of any device or software.
3. The STB & VC should be paired from head-end to ensure security.
4. The SMS and CA should be integrated for activation and deactivation process from SMS to be simultaneously done through
both the systems. Further, the CA system should be independently capable of generating log of all activations and deactivations.
5. The CA provisioning company should be known to have capability of upgrading the CA in case of a known incidence of the
hacking.
6. The SMS & CAS should be capable of individually addressing subscribers, on a channel by channel and STB by STB basis.
7. The SMS should be computerized and capable to record the vital information and data concerning the subscribers such as:
(a) Unique Customer Id
(b) Subscription Contract no
(c) Name of the subscriber
(d) Billing Address
(e) Installation Address
(f) Landline no
(g) Mobile No
(h) Email-id
(i) Service /Package subscribed to
(j) Unique STB No
(k) Unique VC No
_____________________ & ______________________ ___________________________

Page 25 of 67
8. The SMS should be able to undertake the:
(a) Viewing and printing historical data in terms of the activations, deactivations, etc.
(b) Location of each and every STB/VC unit
(c) The SMS should be capable of giving the reporting at any desired time about:
(i) The total no subscribers authorized
(ii) The total no of subscribers on the network
(iii) The total no of subscribers subscribing to a particular service at any particular date
(iv) The details of channels opted by subscriber on a-la carte and through various packages
(v) The package wise details of the channels in the package
(vi) The package wise subscriber numbers
(vii) The ageing of the subscriber on the particular channel or package
(viii) The history of all the above mentioned data for the period of the last 2 years
9. The SMS and CAS should be able to handle at least one million concurrent subscribers on the system.
10. Both CA & SMS systems should be of reputed organization and should have been currently in use by other pay television services
that have an aggregate of at least one million subscribers in the global pay TV market.
11. The CAS system provider should be able to provide monthly log of the activations and deactivations on a particular channel or
on the particular package.
12. The SMS should be able to generate subscriber wise itemized billing such as content cost, rental of the equipment, taxes etc.
13. The CA & SMS system suppliers should have the technical capability in India to be able to maintain the system on 24x7 basis
throughout the year.
14. CAS & SMS should have provision to tag and blacklist VC numbers and STB numbers that have been involved in piracy in the
past to ensure that the VC or the STB cannot be re-deployed.
_____________________ & ______________________ ___________________________

Page 26 of 67
ANNEXURE D-1
If a DPO packages the DPO Subscribed Channels (on its Permitted Digital Distribution Platform) in such manner as is set forth in
Annexure D-6 of this Agreement, then the DPO shall be entitled to receive such percentage packaging incentive on the Bouquet rate
per Subscriber per month as is set forth below:
Assign tick mark to Bouquet Name Constituent Channels Bouquet Rate per Packaging Incentive on
indicate selection Subscriber per month Bouquet Rate per
(✔) (in Rs.) Subscriber per month
Colors
Colors Infinity
The History Channel
Comedy Central
Nick Jr
Sonic
CNBC TV18
MTV
Nick
CNN News18
CNBC Awaaz
Vh1
Colors Marathi
Colors Kannada
Colors Bangla
Colors Oriya
Rishtey Cineplex 39% (thirty nine
Bouquet 1 MTV Beats 93.20
Colors Gujarati
percent)
CNBC Bajaar
News18 Lokmat
News18 Uttar
Pradesh/Uttarakhand
News18 Madhya
News18 Rajasthan
News18 Kannada
News18 Bangla
News18 Gujarati
News18 Urdu
News18
Pradesh
News18 Odia
_____________________ & ______________________ ___________________________

Page 27 of 67
ANNEXURE D-2
If a DPO grants such EPG/LCN positions to all the DPO Subscribed Channels (on its Permitted Digital Distribution Platform) as are set
forth in Annexure D-6 of this Agreement, then the DPO shall be entitled to receive such percentage LCN incentive on the Bouquet
rate per Subscriber per month as is set forth below:
Assign tick mark to Bouquet Name Constituent Channels Bouquet Rate per LCN Incentive on Bouquet
indicate selection Subscriber per month Rate per Subscriber per
(✔) (in Rs.) month
Colors
Colors Infinity
The History Channel
Comedy Central
Nick Jr
Sonic
CNBC TV18
MTV
Nick
CNN News18
CNBC Awaaz
Vh1
Colors Marathi
Colors Kannada
Colors Bangla
Colors Oriya
Rishtey Cineplex 39% (thirty nine
Bouquet 1 MTV Beats 93.20
Colors Gujarati
percent)
CNBC Bajaar
News18 Lokmat
News18 Uttar
Pradesh/Uttarakhand
News18 Madhya
News18 Rajasthan
News18 Kannada
News18 Bangla
News18 Gujarati
News18 Urdu
News18
Pradesh
News18 Odia
_____________________ & ______________________ ___________________________

Page 28 of 67
ANNEXURE D-3
Basis the DPO’s subscriber base (i.e., number of Subscribers subscribing to pay channel(s) from amongst the DPO Subscribed Channels
on a-la-carte basis and number of Subscribers subscribing to Package(s) comprising of one or more pay channels), as indicated by the
DPO in the tabular chart below, the DPO shall be entitled to such percentage of volume incentive on the Bouquet rate per Subscriber
per month mentioned in Annexure B-2 of this Agreement as is set forth herein below:
Assign tick mark to indicate Subscriber Base for the month Volume Incentive on
selection Bouquet Rate per
(✔) Subscriber per month
Less than or equal to 50,000 (fifty thousand) 4.50%
50,001 (fifty thousand one) to 2,00,000 (two lakh) 5.00%
2,00,001 (two lakh one) to 5,00,000 (five lakh) 5.25%
5,00,001 (five lakh one) to 20,00,000 (twenty lakh) 5.50%
20,00,001 (twenty lakh one) to 40,00,000 (forty lakh) 5.75%
More than or equal to 40,00,001 (forty lakh one) 6.00%
_____________________ & ______________________ ___________________________

Page 29 of 67
ANNEXURE D-4
With respect to the Subscriber Report of each applicable month, if a DPO furnishes the applicable Subscriber Report at least 5 (five)
days before the Subscriber Report Due Date, then the DPO shall be entitled to receive such percentage incentive on the Bouquet rate
per Subscriber per month as is set forth below:
Assign tick mark to Bouquet Name Constituent Channels Bouquet Rate per Incentive on Bouquet Rate
indicate selection Subscriber per month per Subscriber per month
(✔) (in Rs.) for submission of
Subscriber Report before
the Subscriber Report Due
Date
Colors
Colors Infinity
The History Channel
Comedy Central
Nick Jr
Sonic
CNBC TV18
MTV
Nick
CNN News18
CNBC Awaaz
Vh1
Colors Marathi
Colors Kannada
Colors Bangla
Colors Oriya
Rishtey Cineplex
Bouquet 1 MTV Beats 93.20 1% (one percent)
Colors Gujarati
CNBC Bajaar
News18 Lokmat
News18 Uttar
Pradesh/Uttarakhand
News18 Madhya
News18 Rajasthan
News18 Kannada
News18 Bangla
News18 Gujarati
News18 Urdu
News18
Pradesh
News18 Odia
_____________________ & ______________________ ___________________________

Page 30 of 67
ANNEXURE D-5
With respect to the Monthly License Fee of each applicable month, if a Affiliate makes payment of the applicable Monthly License
Fee at least 5 (five) days before the Payment Due Date, then the Affiliate shall be entitled to receive such percentage incentive on
the Bouquet rate per Subscriber per month as is set forth below:
Assign tick mark to Bouquet Name Constituent Channels Bouquet Rate per Incentive on Bouquet Rate
indicate selection Subscriber per month per Subscriber per month
(✔) (in Rs.) for payment of Monthly
License Fee before the
Payment Due Date
Colors
Colors Infinity
The History Channel
Comedy Central
Nick Jr
Sonic
CNBC TV18
MTV
Nick
CNN News18
CNBC Awaaz
Vh1
Colors Marathi
Colors Kannada
Colors Bangla
Colors Oriya
Rishtey Cineplex
Bouquet 1 MTV Beats 93.20 1% (one percent)
Colors Gujarati
CNBC Bajaar
News18 Lokmat
News18 Uttar
Pradesh/Uttarakhand
News18 Madhya
News18 Rajasthan
News18 Kannada
News18 Bangla
News18 Gujarati
News18 Urdu
News18
Pradesh
News18 Odia
_____________________ & ______________________ ___________________________

Page 31 of 67
ANNEXURE D-6
In case the Affiliate opts for a Remunerative Incentive Plan which has inter alia a pre-requisite of packaging and/or LCN positioning of the
Subscribed Channels on the Affiliate’s Permitted Digital Distribution Platform, then the Affiliate shall package the Subscribed Channels on the
Affiliate’s Permitted Digital Distribution Platform in such manner, and grant such EPG/LCN positioning for the Subscribed Channels on the
Affiliate’s Permitted Digital Distribution Platform, as are set forth herein below:
Channel Name Packaging Obligation of EPG/LCN Obligation of Packaging and/or LCN

the Affiliate on its the Affiliate on its obligation, as
Permitted Digital Permitted Digital applicable, with respect
Distribution Platform Distribution Platform to specific Territory
COLUMN A COLUMN B COLUMN C
Colors To be carried/made To be placed amongst The Affiliate must,

available to all top 2 LCN positions on without exception,
subscribers except to best effort basis but not carry/make available this
those subscribers who lower than top 3 LCN channel in Package(s) /
avail only the BST positions in the General Add-On Package(s) as
Package and do not Entertainment (Hindi) per Column A and/or
subscribe to any other genre LCN position as per
Package(s). Column B, as applicable,
in the whole of the
However, if any such Territory
subscriber avails, in
addition to the BST
Package, any such Add-
On Package(s) where any
(Hindi) genre pay
channel(s) is/are
carried/made available,
then this channel shall
also be carried/made
available to such
subscriber.
Colors Infinity To be carried/made To be placed amongst The Affiliate must,

available in all such top 5 LCN positions in without exception,
Package(s) / Add-On the General carry/make available this
Package(s) where any Entertainment (English) channel in Package(s) /
other General genre. Add-On Package(s) as
Entertainment (English) per Column A and/or
genre channel(s) is/are LCN position as per
carried/ made available, Column B, as applicable,
except the BST Package. in the whole of the
Territory.
Comedy Central To be carried/ made To be placed amongst The Affiliate must,
available in all such top 3 LCN positions in without exception,
Package(s) / Add-On the General carry/make available this
Package(s) where any Entertainment (English) channel in Package(s) /
other General genre. Add-On Package(s) as
Entertainment (English) per Column A and/or
genre channel(s) is/are LCN position as per
carried/made available, Column B, as applicable,
except BST Package. in the whole of the
Territory.
_____________________ & ______________________ ___________________________

Page 32 of 67
The History Channel To be carried/made To be placed amongst The Affiliate must,
those subscribers who lower than top 3 LCN channel in Package(s) /
avail only the BST positions in the Add-On Package(s) as
Package and do not Infotainment genre. per Column A and/or
subscribe to any other LCN position as per
in the whole of the
However, if such Territory.
addition to the BST
Infotainment genre
channel(s) is/are
available to such
subscriber.
Nick Jr To be carried/made To be placed amongst The Affiliate must,

available to all top 10 LCN positions in without exception,
subscribers except to the Kids genre. carry/make available this
those subscribers who channel in Package(s) /
avail only the BST Add-On Package(s) as
Package and/or the Least per Column A and/or
Priced Pay Package and LCN position as per
do not subscribe to any Column B, as applicable,
other Package(s). in the whole of the
Territory.
However, if any such
addition to the BST
Package and/or the Least
Priced Pay Package, any
such Add-On Package(s)
where any Kids genre
channel(s) is/are
available to such
subscriber.
_____________________ & ______________________ ___________________________

Page 33 of 67
Sonic To be carried/made To be placed amongst The Affiliate must,
subscribers except to the Kids genre. carry/make available this
Package and do not per Column A and/or
in the whole of the
However, if any such Territory.
addition to the BST
Kids genre channel(s)
is/are carried/made
available, then this
channel shall also be
carried/made available
to such subscriber.
Nick To be carried/made To be placed amongst The Affiliate must,

those subscribers who lower than number 3 channel in Package(s) /
avail only the BST LCN position in the Kids Add-On Package(s) as
Package and do not genre per Column A and/or
in the whole of the
addition to the BST
Kids genre channel(s)
is/are carried/made
available, then this
channel shall also be
carried/made available
to such subscriber.
_____________________ & ______________________ ___________________________

Page 34 of 67
MTV To be carried/made To be placed at number The Affiliate must,
available to all 1 position in the Music without exception,
subscribers except to genre carry/make available this
in the whole of the
addition to the BST
Hindi language Music
genre channel(s) is/are
available to such
subscriber.
Vh1 To be carried/made If the Affiliate’s The Affiliate must,

available to all Permitted Digital without exception,
subscribers of such Distribution Platform’s carry/make available this
Package(s) / Add-On EPG sub-classifies Music channel in Package(s) /
Package(s) where any genre into ‘English Add-On Package(s) as
other English language Music’ and ‘Hindi Music’, per Column A and/or
channel(s) is/are then this channel shall LCN position as per
carried/made available, be placed at number 1 Column B, as applicable,
except the BST Package. LCN position in the in the whole of the
English Music category. Territory.
However, if the Affiliate’s

Permitted Digital
Distribution Platform’s
EPG does not sub-classify
Music genre in the
manner set forth above,
be placed at number 1
LCN position in the
sequencing of English
music channels in Music
genre.
_____________________ & ______________________ ___________________________

Page 35 of 67
MTV Indies To be carried/made If the Affiliate’s The Affiliate must,
subscribers of such Distribution Platform carry/make available this
Package(s) / Add-On EPG sub-classifies Music channel in Package(s) /
Package(s) where any genre into ‘English Add-On Package(s) as
other Hindi language Music’ and ‘Hindi Music’, per Column A and/or
Music genre channel(s) then this channel shall LCN position this channel
is/are carried/made be placed amongst Top as per Column B, as
available, except the BST 10 LCN positions in the applicable, in the whole
Package. Hindi Music category. of the Territory.

Permitted Digital
Distribution Platform
EPG dose not sub-classify
Music genre in the
manner set forth above,
be placed amongst Top
10 LCN positions in
Music genre.
MTV Beats To be carried/made If the Affiliate’s The Affiliate must,
subscribers except to Distribution Platform’s carry/make available this
those subscribers who EPG sub-classifies Music channel in Package(s) /
avail only the BST genre into ‘English Add-On Package(s) as
Package and do not Music’ and ‘Hindi Music’, per Column A and/or
subscribe to any other then this channel shall LCN position this channel
Package(s). be placed amongst top 7 as per Column B, as
LCN positions in the applicable, in the whole
However, if any such Hindi Music category. of the Territory.
addition to the BST However, if the Affiliate’s
Package, any such Add- Permitted Digital
On Package(s) where any Distribution Platform’s
Music channel(s) is/are EPG dose not sub-classify
carried/made available, Music genre in the
then this channel shall manner set forth above,
also be carried/made then this channel shall
available to such be placed amongst top 7
subscriber. LCN positions in Music
genre.
_____________________ & ______________________ ___________________________

Page 36 of 67
Rishtey Cineplex To be carried/made If the Affiliate’s The Affiliate must,
those subscribers who EPG sub-classifies Movie channel in Package(s) /
avail only the BST genre into ‘English Add-On Package(s) as
Package and do not Movie’ and ‘Hindi per Column A and/or
subscribe to any other Movie’, then this channel LCN position this channel
Package(s). shall be placed amongst as per Column B, as
top 7 LCN positions in applicable, in the whole
However, if any such the Hindi Movie of the Territory.
subscriber avails, in category.
addition to the BST
Package, any such Add- However, if the Affiliate’s
On Package(s) where any Permitted Digital
Hindi Movies channel(s) Distribution Platform’s
is/are carried/made EPG does not sub-classify
available, then this Movie genre in the
channel shall also be manner set forth above,
carried/made available then this channel shall
to such subscriber. be placed amongst top 7
LCN positions in Movie
genre.
CNBC TV18 To be carried/ made If the Affiliate’s The Affiliate must,

available in all such Permitted Digital without exception,
Package(s) / Add-On Distribution Platform’s carry/make available this
Package(s) where any EPG sub-classifies News channel in Package(s) /
other English language & Current Affairs genre Add-On Package(s) as
(business) News & into ‘English News’, per Column A and/or
Current Affairs genre ‘Hindi News’, ‘English LCN position as per
channel(s) is/are carried/ Business News’, ‘Hindi Column B, as applicable,
made available, except Business News’ and in the whole of the
the BST Package. ‘Regional News’ then this Territory.
channel shall be placed
at number 1 LCN
position in the English
Business News category.

Permitted Digital
Distribution Platform’s
News & Current Affairs
genre in the manner set
forth above, then this
amongst the top 4 LCN
positions in News &
Current Affairs genre.
_____________________ & ______________________ ___________________________

Page 37 of 67
CNN News18 To be carried / made If the Affiliate’s The Affiliate must,
Package(s) / Add-On EPG sub-classifies News channel in Package(s) /
Package(s) where any & Current Affairs genre Add-On Package(s) as
other English language into ‘English News’, per Column A and/or
News & Current Affairs ‘Hindi News’, ‘English LCN position as per
genre channel(s) is/are Business News’, ‘Hindi Column B, as applicable,
carried / made available, Business News’ and in the whole of the
except the BST Package. ‘Regional News’, then Territory.
this channel shall be
placed amongst top 2
LCN positions in the
English News category.

Permitted Digital
Distribution Platform
News & Current Affairs
genre in the manner set
amongst to 5 LCN
positions in News &
_____________________ & ______________________ ___________________________

Page 38 of 67
CNBC Awaaz To be carried/made If the Affiliate’s The Affiliate must,
those subscribers who EPG sub-classifies News channel in Package(s) /
avail only the BST & Current Affairs genre Add-On Package(s) as
Package and do not into ‘English News’, per Column A and/or
subscribe to any other ‘Hindi News’, ‘English LCN position as per
Package(s). Business News’, ‘Hindi Column B, as applicable,
Business News’ and in the whole of the
However, if any such ‘Regional News’, then Territory.
subscriber avails, in this channel shall be
addition to the BST placed amongst top 2 However, as an
Package, any such Add- LCN positions in the exception for this Term,
On Package(s) where any Hindi Business News with respect to the
Hindi language category. States of Tamil Nadu,
(business) News & Kerala, Karnataka,
Current Affairs genre However, if the Affiliate’s Telangana and Andhra
channel(s) is/are Permitted Digital Pradesh, the Affiliate (as
carried/made available, Distribution Platform per its Territory) shall, on
then this channel shall EPG does not sub-classify best effort basis,
also be carried/made News genre in the package and place this
available to such manner set forth above, channel, in terms of
subscriber. then this channel shall Column A and Column B
be placed amongst top 5 of this Annexure, as
LCN positions in News & applicable, provided that
Current Affairs genre. with respect to these
States, the Affiliate shall
carry/make available this
channel in any such
Package(s) / Add-On
Package(s) where any
Hindi language
(business) News &
Current Affairs genre
channel(s) is/are
except the BST Package.
_____________________ & ______________________ ___________________________

Page 39 of 67
CNBC Bajaar To be carried/made To be placed as the The Affiliate must,
available to all channel immediately without exception,
subscribers of such succeeding or preceding carry/make available this
Package(s) / Add-On the channel named channel in Package(s) /
Package(s) where any ‘CNBC Awaaz’. Add-On Package(s) as
other Gujarati language per Column A and/or
channel(s) is/are LCN position this channel
carried/made available, as per Column B, as
except the BST Package. applicable, in the State
of Gujarat and in Thane,
Navi Mumbai and
Mumbai
However, with respect to

the rest of the Territory,
the Affiliate shall
channel in any such
Package(s) / Add-On
Gujarati language News
& Current Affairs genre
channel(s) is/are
News18 Lokmat To be carried/made If the Affiliate’s The Affiliate must,

other Marathi language into ‘English News’, per Column A and/or
channel(s) is/are ‘Hindi News’, ‘English LCN position this channel
carried/made available, Business News’, ‘Hindi as per Column B, as
except the BST Package. Business News’ and applicable, in the State
‘Regional News’, then of Maharashtra& Goa
this channel shall be
placed amongst top 3 However, with respect to
LCN positions in the the rest of the Territory,
applicable Regional the Affiliate shall
News category. carry/make available this
channel in any such
However, if the Affiliate’s Package(s) / Add-On
Permitted Digital Package(s) where any
Distribution Platform’s Marathi language News
EPG does not sub-classify genre channel(s) is/are
News & Current Affairs carried/made available,
genre in the manner set except the BST Package.
positions in News &
_____________________ & ______________________ ___________________________

Page 40 of 67
Colors Marathi To be carried/made If the Affiliate’s The Affiliate must,
Package(s) / Add-On EPG sub-classifies channel in Package(s) /
Package(s) where any Marathi language Add-On Package(s) as
other Marathi language channels into General per Column A and/or
channel(s) is/are Entertainment, News, LCN position as per
carried/made available, Music, etc. genres, then Column B, as applicable,
except the BST Package. this channel shall be in the States of
placed amongst top 2 Maharashtra & Goa.
LCN positions on best
effort basis but not However, with respect to
lower than top 3 LCN the rest of the Territory,
positions in Marathi the Affiliate shall
language General carry/make available this
Entertainment (regional channel in any such
language) genre. Package(s) / Add-On
However, if the Affiliate’s Marathi language
Permitted Digital General Entertainment
Distribution Platform’s (regional language)
EPG does not sub-classify genre channel(s) is/are
Marathi language carried/made available,
channels into the except the BST Package.
aforementioned genres,
then this channels shall
be placed amongst top 3
LCN positions in Marathi
language channels.
Colors Kannada To be carried/made If the Affiliate’s The Affiliate must,

Package(s) where any Kannada language Add-On Package(s) as
other Kannada language channels into General per Column A and/or
except the BST Package. this channel shall be in the State of Karnataka.
LCN positions on best However, with respect to
effort basis but not the rest of the Territory,
lower than top 3 LCN the Affiliate shall
positions in Kannada carry/make available this
language General channel in any such
Entertainment (regional Package(s) / Add-On
language) genre. Package(s) where any
Kannada language
However, if the Affiliate’s General Entertainment
Permitted Digital (regional language)
Distribution Platform’s genre channel(s) is/are
EPG does not sub-classify carried/made available,
Kannada language except the BST Package.
channels into the
LCN positions in Kannada
language channels.
_____________________ & ______________________ ___________________________

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Colors Bangla To be carried/made If the Affiliate’s The Affiliate must,
Package(s) / Add-On EPG sub-classifies Bangla channel in Package(s) /
Package(s) where any language channels into Add-On Package(s) as
other Bangla language General Entertainment, per Column A and/or
channel(s) is/are News, Music, etc. LCN position as per
carried/made available, genres, then this channel Column B, as applicable,
except the BST Package. shall be placed amongst in the States of West
top 3 LCN positions in Bengal and
Bangla language General Odhisa/Orissa.
Entertainment (regional
language) genre. However, with respect to
However, if the Affiliate’s the Affiliate shall
Permitted Digital carry/make available this
Distribution Platform’s channel in any such
EPG does not sub-classify Package(s) / Add-On
Bangla language Package(s) where any
channels into the Bangla language General
aforementioned genres, Entertainment (regional
then this channels shall language) genre
be placed amongst top 3 channel(s) is/are
LCN positions in Bangla carried/made available,
language channels. except the BST Package.
Colors Oriya To be carried/made If the Affiliate’s The Affiliate must,

Package(s) where any Oriya/Odia language Add-On Package(s) as
other Oriya language channels into General per Column A and/or
except the BST Package. this channel shall be in the State of
placed amongst top 3 Odhisa/Orissa and West
LCN positions in Bengal.
Oriya/Odia language
General Entertainment However, with respect to
(regional language) the rest of the Territory,
genre. the Affiliate shall
However, if the Affiliate’s channel in any such
Permitted Digital Package(s) / Add-On
Distribution Platform’s Package(s) where any
EPG does not sub-classify Oriya/Odia language
Oriya/Odia language General Entertainment
channels into the (regional language)
aforementioned genres, genre channel(s) is/are
then this channels shall carried/made available,
be placed amongst top 3 except the BST Package.
LCN positions in
Oriya/Odia language
channels.
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Colors Gujarati To be carried/made If the Affiliate’s The Affiliate must,
Package(s) where any Gujarati language Add-On Package(s) as
other Gujarati language channels into General per Column A and/or
channel(s) is/are Entertainment, News, LCN position this channel
carried/made available, Music, etc. genres, then as per Column B, as
except the BST Package. this channel shall be applicable, in the State
placed at number 1 LCN of Gujarat and in Thane,
position in Gujarati Navi Mumbai and
language General Mumbai.
language) genre. However, with respect to
However, if the Affiliate’s the Affiliate shall
Permitted Digital carry/make available this
Distribution Platform’s channel in any such
EPG does not sub-classify Package(s) / Add-On
Gujarati language Package(s) where any
channels into the Gujarati language
aforementioned genres, General Entertainment
then this channels shall (regional language)
be placed amongst top 3 genre channel(s) is/are
LCN positions in Gujarati carried/made available,
language channels. except the BST Package.
_____________________ & ______________________ ___________________________

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News18 Bihar/Jharkhand To be carried/made If the Affiliate’s The Affiliate must,
On Package(s) where any applicable Regional with respect to the
Hindi language News & News category. States of Tamil Nadu,
Current Affairs genre Kerala, Karnataka,
channel(s) is/are However, if the Affiliate’s Telangana and Andhra
carried/made available, Permitted Digital Pradesh, the Affiliate (as
then this channel shall Distribution Platform’s per it Territory) shall, on
also be carried/made EPG does not sub-classify best effort basis,
available to such News& Current Affairs package and place this
subscriber. genre in the manner set channel, in terms of
forth above, then this Column A and Column B
channel shall be placed of this Annexure, as
amongst the top 10 LCN applicable, provided that
positions in News & with respect to these
Current Affairs genre. States, the Affiliate shall
channel in any such
Package(s) / Add-On
Hindi language News &
channel(s) is/are
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News 18 Uttar Pradesh/ Uttarakhand To be carried/made If the Affiliate’s The Affiliate must,
available to such News & Current Affairs package and place this
channel in any such
Package(s) / Add-On
channel(s) is/are
_____________________ & ______________________ ___________________________

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News18 Madhya Pradesh/Chhattisgarh To be carried/made If the Affiliate’s The Affiliate must,
channel in any such
Package(s) / Add-On
channel(s) is/are
_____________________ & ______________________ ___________________________

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News18 Rajasthan To be carried/made If the Affiliate’s The Affiliate must,
channel in any such
Package(s) / Add-On
channel(s) is/are
News18 Urdu To be carried/made To be placed amongst The Affiliate must,
subscribers except to the Urdu language carry/make available this
those subscribers who channels category. channel in Package(s) /
subscribe to any other LCN position this channel
Package(s). as per Column B, as
applicable, in the whole
However, if any such of the Territory.
addition to the BST
Urdu language
channel(s) is/are
available to such
subscriber.
_____________________ & ______________________ ___________________________

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News18 Kannada To be carried/made If the Affiliate’s The Affiliate must,
other Kannada language into ‘English News’, per Column A and/or
channel(s) is/are ‘Hindi News’, ‘English LCN position as per
carried/made available, Business News’, ‘Hindi Column B, as applicable,
except the BST Package. Business News’ and in the State of Karnataka.
‘Regional News’, then
this channel shall be However, with respect to
placed amongst top 3 the rest of the Territory,
LCN positions in the the Affiliate shall
applicable Regional carry/make available this
News category. channel in any such
Package(s) / Add-On
However, if the Affiliate’s Package(s) where any
Permitted Digital Kannada language News
Distribution Platform’s & Current Affairs genre
EPG does not sub-classify channel(s) is/are
News & Current Affairs carried/made available,
genre in the manner set except the BST Package.
positions in News &
News18 Bangla To be carried/made If the Affiliate’s The Affiliate must,

other Bangla language into ‘English News’, per Column A and/or
channel(s) is/are ‘Hindi News’, ‘English LCN position as per
carried/made available, Business News’, ‘Hindi Column B, as applicable,
except the BST Package. Business News’ and in the State of West
‘Regional News’, then Bengal and
this channel shall be Odhisa/Orissa.
LCN positions in the However, with respect to
applicable Regional the rest of the Territory,
News category. the Affiliate shall
EPG does not sub-classify Bangla language News &
News & Current Affairs Current Affairs genre
genre in the manner set channel(s) is/are
forth above, then this carried/made available,
channel shall be placed except the BST Package.
positions in News &
_____________________ & ______________________ ___________________________

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News18 Gujarati To be carried/made If the Affiliate’s The Affiliate must,
other Gujarati language into ‘English News’, per Column A and/or
except the BST Package. Business News’ and applicable, in the State
‘Regional News’, then of Gujarat and in Thane,
this channel shall be Navi Mumbai and
placed amongst top 2 Mumbai.
LCN positions in the
applicable Regional However, with respect to
News category. the rest of the Territory,
the Affiliate shall
However, if the Affiliate’s carry/make available this
Permitted Digital channel in any such
Distribution Platform’s Package(s) / Add-On
EPG does not sub-classify Package(s) where any
News & Current Affairs Gujarati language News
genre in the manner set & Current Affairs genre
forth above, then this channel(s) is/are
channel shall be placed carried/made available,
amongst the top 15 LCN except the BST Package.
positions in News &
_____________________ & ______________________ ___________________________

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News18 Punjab/Haryana/Himachal Pradesh To be carried/made If the Affiliate’s The Affiliate must,
subscribe to any other ‘Hindi News’, ‘English LCN position this channel
Package(s). Business News’, ‘Hindi as per Column B, as
Business News’ and applicable, in the whole
However, if such ‘Regional News’, then of the Territory.
channel in any such
Package(s) / Add-On
channel(s) is/are
_____________________ & ______________________ ___________________________

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News18 Odia To be carried/made If the Affiliate’s The Affiliate must,
other Oriya language into ‘English News’, per Column A and/or
except BST Package. Business News’ and applicable, in the States
‘Regional News’, then of Orissa and West
this channel shall be Bengal.
LCN positions in the However, with respect to
applicable Regional the rest of the Territory,
News category. the Affiliate shall
EPG does not sub-classify Oriya/Odia language
News & Current Affairs News & Current Affairs
genre in the manner set genre channel(s) is/are
forth above, then this carried/made available,
channel shall be placed except the BST Package.
positions in News &
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Colors Super To be carried/made If the Affiliate’s The Affiliate must,
Package(s) / Add-On
EPG sub-classifies channel in Package(s) /
other Kannada language Kannada language Add-On Package(s) as
channel(s) is/are channels into General per Column A and/or
carried/made available, Entertainment, News, LCN position as per
except the BST Package. Music, etc. genres, then Column B, as applicable,
this channel shall be in the State of Karnataka.
LCN positions on best
effort basis but not
However, with respect to
lower than top 5 LCN
positions in Kannada
the Affiliate shall
language General
channel in any such
language) genre.
Package(s) / Add-On
Kannada language
However, if the Affiliate’s General Entertainment
Permitted Digital (regional language)
Distribution Platform’s genre channel(s) is/are
EPG does not sub-classify carried/made available,
Kannada language except the BST Package.
channels into the
LCN positions in Kannada
language channels.
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Colors Tamil To be carried/made If the Affiliate’s The Affiliate must,
Package(s) / Add-On EPG sub-classifies Tamil channel in Package(s) /
Package(s) where any language channels into Add-On Package(s) as
other Tamil language General Entertainment, per Column A and/or
channel(s) is/are News, Music, etc. LCN position as per
carried/made available, genres, then this channel Column B, as applicable,
except the BST Package. shall be placed amongst in the State of Tamil
top 3 LCN positions on Nadu.
best effort basis but not
lower than top 5 LCN However, with respect to
positions in Tamil the rest of the Territory,
language General the Affiliate shall
language) genre.
channel in any such
However, if the Affiliate’s Package(s) / Add-On
Permitted Digital Package(s) where any
Distribution Platform’s Tamil language General
EPG does not sub-classify Entertainment (regional
Tamil language channels language) genre
into the aforementioned
channel(s) is/are
genres, then this
channels shall be placed carried/made available,
amongst top 5 LCN except the BST Package.
positions in Tamil
language channels.
_____________________ & ______________________ ___________________________

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ANNEXURE E
SUBSCRIBER REPORT FORMAT
SUBSCRIBED CHANNELS OFFERED BY AFFILIATE ON A-LA-CARTE BASIS

Sl. Subscribed Channel Name Opening Subscriber No. Closing Subscriber No. Average
No. As Per CAS As Per SMS As Per CAS As Per SMS As Per CAS As Per SMS
SUBSCRIBED CHANNELS OFFERED BY AFFILIATE AS PART OF PACKAGE

Sl. Package Name Subscribed Channel(s) Opening Subscriber Closing Subscriber No. Average
No. contained therein No.
As Per CAS As Per As Per As Per As Per As Per As Per As Per As Per As Per
SMS CAS SMS CAS SMS CAS SMS CAS SMS
TOTAL OFFERING BY AFFILIATE ON A-LA-CARTE / PACKAGE BASIS

Sl. Subscribed Channel Name Opening Subscriber No. Closing Subscriber No. Average
No.
As Per CAS As Per SMS As Per CAS As Per SMS As Per CAS As Per SMS
DETAILS OF PACKAGES OFFERED BY AFFILIATE:

MONTH:
YEAR:
Sl. Name of the Packages available Name of the Packages Name of the Packages created Name of the Packages available
No. on the 1st day of the month discontinued during the month during the month on the last day of the month
As Subscribed As Subscribed As Subscribed As Subscribed As Subscribed As Subscribed As Subscribed As Subscribed
Per Channel Per Channel Per Channel Per Channel Per Channel Per Channel Per Channel Per Channel
CAS Name SMS Name CAS Name SMS Name CAS Name SMS Name CAS Name SMS Name
SUBSCRIBED CHANNEL-WISE DETAILS OF LCN:

MONTH:
YEAR:
Sl. Name of the Relative LCN position in the respective/relevant genre Mention the LCN number of the Subscribed Channel on
No. Subscribed Channel the Affiliate’s Digital Addressable Systems
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ANNEXURE F
SCOPE OF AUDIT
THE SCOPE OF AUDIT SHALL INCLUDE THE ACCESS TO ALL THE FOLLOWING:
Head End Audit
• Affiliate should provide Complete Network Diagram of its Head End for Audit and Auditing Purpose.
• Affiliate to submit & confirm the no. of MUXs (Multiplexer Units) installed with active TS (Transport Stream) outputs. This
should include physical audit of Head End and analysis of TS stream from the MUX.
• All TS from MUX should be encrypted.
• Affiliate to ensure that its Network Watermark logo is inserted on all pay channels at encoder end only.
CAS Audit
Affiliate to provide all below information correctly;

• Make & version of CAS installed at Head End.
• CA system certificate to be provided by Affiliate.
• CAS version installed should not have any history of hacking, certificate from CAS vendor required.
• CAS system should support at least 1 million subscribers. CAS vendor should provide certificate.
• CAS should be able to generate log of all activities, i.e., activation/deactivation/FP/OSD.
• CAS should be able to generate active/deactivate report channel wise/package wise.
• STB’s & cards to be uniquely paired from Affiliate before distributing box down the line /LCO.
• All LCO’s should be paired with unique system ID, so that consumers can’t swap the STB from one area to another area.
• Affiliate to declare by undertaking the number of encryptions CAS/SMS it is using at the Head End and in future if he is integrating
any additional CAS/SMS, the same should be notified to Authorized Representative by means of a fresh undertaking.
• Reconciliation of CAS database (active cards, service wise & package wise) with SMS database to be provided by Affiliate. CAS
vendor required to certified reconciliation of data.
• No activation / deactivation from direct CAS system, it must be routed via SMS client only.
• Affiliate should provide CAS vendor certified copies of active/deactivate channel wise/product wise report & Package/product
report during audit period.
• CA system should have the capability of providing history of all actions taken for last 2 years.
SMS Audit
• All product authorization must be from SMS only.

• SMS and CAS should be fully integrated.
• The SMS should be computerized and capable to record the vital information and data concerning the subscribers such as:
o Unique Customer Id
o Subscription Contract number
o Name of the subscriber
o Billing Address
o Installation Address
o Landline telephone number
o Mobile telephone number
o Email id
o Service/Package subscribed to
o Unique STB Number
o Unique VC Number
• SMS should be able to undertake the viewing and printing historical data in terms of the activations, deactivations etc.
• Location of each and every set top box VC unit.
• The SMS should be capable of giving the reporting at any desired time about:
o The total number subscribers authorized
o The total number of subscribers on the network
o The total number of subscribers subscribing to a particular service at any particular date.
o The details of channels opted by subscriber on a-la-carte basis.
o The package wise details of the channels in the package.
o The package wise subscriber numbers.
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o The ageing of the subscriber on the particular channel or package
o The history of all the above mentioned data for the period of the last 2 years
1. Following parameter should be validated during the audit:
(i) Review Complete Network Diagram
(ii) Undertaking from the Affiliate for all SMS and CAS installed at Head end – issue of Multiple CAS / SMS
(iii) Certificate from CAS provider for details of CA ID, Service ID, N/w ID, version and no. of instances installed. Also
confirmation with respect to history of hacking.
(iv) Check the number of MUXs installed with active TS outputs.
(v) Review whether Live diagram / fiber details of network are captured in SMS system
(vi) To check if Affiliate specific coding / ID is available for Finger Printing.
(vii) Confirm whether watermarking network logo for all pay channels are inserted at encoder end only.
(viii) Review the controls deployed to ensure integrity and reliability of the reports such as logs, access controls, time stamp
etc.
(ix) Review the Subscriber parameters which are captured in the SMS and validate if following parameters are present for
subscriber
• Unique Subscriber ID
• Subscriber Contract Details – No, Term, Date, Name, Address & contact details
• Hardware details
(x) Review the subscribers activation/ de-activation history in the SMS system
(xi) Validate if the SMS is integrated with the Conditional Access (“CA”) system.
(xii) Review if all the active and de-active STBs are synchronized in both SMS and CA system.
(xiii) Validate if independent logs/report can be generation for active and de-active VCs with the product/channels active in
both SMS & CA systems.
(xiv) Review if the system support the Finger Printing and OSD features at Box level, Customer account level as well as Global
level.
(xv) Validate if all the STBs are individually addressable from the System and are paired with the viewing cards.
(xvi) Validate if the LCO is attached to a Subscriber
(xvii) Review the Electronic Programming Guide to check LCN/CDN and genre of all Subscribed Channels.
(xviii) Review the various packages programmed in the Systems with respect to the subscriber reports submitted to
Authorized Representative.
(xix) Extraction and Examination of System Generated reports, statistics, data bases, etc. pertaining to the various packages,
schemes, channel availability, bouquet composition, rates.
(xx) Review of the following reports are supported by SMS & CA System:
a. Total no of Subscribers – active & de-active separately
b. De-active subscribers with ageing
c. Subscribed Channel wise Subscribers – total
d. Subscribed Channel wise Subscribers – split by package
e. Package / channel details
f. Subscriber/Revenue Reports by State/City
g. No of packages/services offered
h. List of channels
i. Channels along with Rate Card Options offered with details of active Subscribers
j. Historical data reports
k. Free / demo Subscribers details
l. Exception cases – active only in SMS or CA system
STB Audit
• All STB should be individually paired in advance with unique smart card at central warehouse of Affiliate before handing over to
LCO (DACS/non DACS area) or down the line distribution.
• Affiliate to provide details of manufacturers of STBs being used / to be used by it (OS/Software, memory capacity, zapping time).
All STBs must be secure chipset with chipset pairing mandatory.
• Affiliate should provide one set of all type/model of boxes for testing and monitoring purpose.
• All STBs used by Affiliate should be certified and diploma by their CAS vendor.
• Forensic watermarking to be implemented on the Affiliate Head End & STBs.
• ECM/EMM base Forced messaging full screen and ticker mode should be available.
• All the STBs should have embedded Conditional Access.
• The STB should be capable of doing Finger printing. The STB should support both Entitlement Control Message (ECM) &
Entitlement Management Message (EMM) based fingerprinting.
• The STB should be individually addressable from the Head End.
• The messaging character length should be minimum of 120 characters.
• There should be provision for the global messaging, group messaging and the individual STB messaging.
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• The STB should have forced messaging capability.
• The STB must be BIS compliant.
• The STB must have secure chip set with mandatory pairing.
• There should be a system in place to secure content between decryption & decompression within the STB.
• The STBs should be addressable over the air to facilitate Over The Air (OTA) software upgrade.
• The STB outputs should have the following copy protections
(i) Macro vision 7 or better on Composite video output.
(ii) Macro vision 7 or better on the Component Video output.
(iii) HDCP copy protection on the HDMI & DVI output.
(iv) DTCP copy protection on the IP, USB, 1394 ports or any applicable output ports.
• Types of boxes launched / to be launched:

o Vanilla STB
o DVR STB
o Others (please specify)
• Please furnish STB details as following:

o Open Standards or Proprietary?
o Audio Video and Data I/O Configuration?
o Local Storage?
o Smarts Card?
o PVR Functionality?
o Tamper Resistance?
o I/O Copy Protection? Please provide the details.
o I/O Interface to Other Devices?
• Are the STB’s interoperable?
• DVR / PVR STB should be compliance of following;
o Content should get recorded along with FP/watermarking/OSD & also should display live FP during play out.
o Recorded content should be encrypted & not play on any other devices.
o Content should get record along with entitlements and play out only if current entitlement of that channel is active.
o User should not have access to install third party application/software.
• Does the Set Top Box support any type of interactive middleware? Please describe.
Distribution Network Audit

Affiliate should provide below information in detail;
• Fiber network and PIT information on Geo Map.

• Service area to be defined.
• Details of LCO connected.
Commercial Audit
1. Provide system generated channel-wise and package-wise reports of channels for platform in a non-editable format.
2. Understand/verify the Customer Life Cycle Management process by performing a walkthrough of the following processes and
their underlying systems
• Customer acquisition
• Provisioning of the subscriber in authentication, billing and SMS system
• Scheme / package change request process
• Customer Retention process, if any
• Deactivation and churn process
3. Understand/ Verify the various schemes / packages being offered to customers

• Obtain details of all approved schemes / packages and add on which are being offered to customers
• Interactions with the Affiliate’s marketing and sales team on how the various channels are being marketed
• Any special marketing schemes or promotions
• Details of the consumers subscribing to the various schemes/ packages, including ‘demo’/ free/ complimentary/ testing/
promotional subscribers
4. Understand the declaration report generation process by performing a walkthrough of processes and underlying systems (to
understand completeness and accuracy of subscriber report generation process):
• Generation of reports for subscriber declaration for channels / bouquets
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• Any reconciliations / checks /adjustments carried out before sending the declarations
5. Analyze declaration reports on a sample basis:

• Reconciling the declaration figures with base data from various systems (SMS / Provisioning / Billing and Authentication
systems)
• Analyse the computation of average subscribers
• Ascertain the average subscribers for a specific period on a sample basis by generating a sample report for a given period
in the presence of the representative/auditors
6. Analysis of the following -:

• Input and change controls of customer data into SMS
• SMS user access controls – authentication, authorization and logging
• Analyze system logs to identify any significant changes or trail of changes made
• Security controls over key databases and systems including not limiting to SMS, Provisioning, authentication and billing
systems
• Review the system logic for the reports which are inputs to Broadcaster declarations
• Channel allocation/fixation to a particular LCN/CDN
• Mapping of subscriber id across the CRM and SMS billing system if the same is different across the systems
• Sample of activation and deactivation request logs
• Opening and closing numbers of the active subscribers for sample months ( report to be taken in front of the auditors/ rep)
• Confirmation of the numbers on the middle of the month on a random chosen dates ( report to be taken in front of the
auditors/ rep)
• Live Demo of the queries being put in to the system to generate different reports.
• List of CAS and SMS used by Affiliate. Incase more than one CAS and SMS system is used by Affiliate, then understand and
analyze how the multiple systems are segregated, controlled, reported and invoiced
• Similarly, list of head-ends of the operator providing services for such head-ends, understand and analyze how the two
markets are segregated, controlled, reported and invoiced
• In case of multiple CAS being used by Affiliate, to understand synchronization between multiple CAS and SMS
_____________________ & ______________________ ___________________________

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ANNEXURE G
AFFILIATE’S ANTI-PIRACY OBLIGATIONS
1. General
1.1 Affiliate shall take all necessary actions to prevent any unauthorized access to the channels through its Permitted Digital
Distribution Platform.
2. STBs, VCs, Systems and Procedures

2.1 In order to ensure that each STB is capable of being used for Fingerprinting, Affiliate shall ensure that the STBs supplied to
Subscribers conform to the Bureau of Indian Standards established under the Bureau of Indian Standards Act, 1986.
2.2 Affiliate represents warrants and undertakes that there are adequate systems, processes and controls in place regarding
the distribution of STBs and VCs so as to ensure that they are only sold by Affiliate or by its authorized dealers and such
sales are only made to bona fide Subscribers and installations are made at an applicable residential address. Adequate
systems, processes and controls shall include, without limitation, Affiliate:
2.2.1 collecting and maintaining complete up to date records of each and every Subscriber’s details, and details of the
location of every STB and VC including, without limitation, the particulars specified in paragraph 2.4;
2.2.2 requiring all Subscribers to submit a utility bill or bank statement as proof of address, including any Subscribers who
have been previously de-authorized prior to re-authorization, or independently physically verify the address by a
person other than the dealer/sales unit, prior to activation of any STB and VC;
2.2.3 investigating any multiple VC issued under one individual name or address, including visiting the premises of such
individuals or addresses from time to time;
2.2.4 deploying verification officers on a regular basis to visit and audit the accuracy and veracity of the Subscriber
databases on a regular basis;
2.2.5 ensuring compliance by dealers including unannounced visits to dealers’ premises from time to time;
2.2.6 requiring that for every change of address on the system and therefore re-location of a STB, there is an independent
physical verification of the new residential address; and
2.2.7 de-authorizing any STB or VC that is found outside the Territory or in the possession of a person who is not a bona
fide Subscriber.
2.3 Affiliate represents, warrants and undertakes that all of its STBs and VCs: (i) are sold and installed together as a pack only
and installed only at the premises of Subscribers whose address has been verified in accordance with paragraph 2.2.1; and
(ii) employ card-pairing technology that ensures once a VC is activated and paired to a particular STB, the Subscribed
Channels cannot be viewed if such STB is removed and used with any other STB or used with a set top box of any other
operator.
2.4 Affiliate represents, warrants and undertakes that all installations of STBs and VCs are done directly by Affiliate or through
its authorized dealers and that the installer for every installation physically checks and ensures before installation and
activation of a STB and VC that the address where the installation is being done matches with the address as supplied by
the Subscriber at the time of purchase/hire purchase/renting of the STB and which is the same as detailed in the SMS. In
accordance with paragraph 2.2.1, Affiliate’s SMS shall contain all of the following information items for each Subscriber
prior to activation of a STB and VC for such Subscriber:
2.4.1 Name;
2.4.2 Installation address;
2.4.3 Billing address (if different);
2.4.4 Telephone number of the installation address, where applicable;
2.4.5 Subscriber’s unique subscriber reference or subscription agreement number;
2.4.6 Channels /Bouquets that have been selected;
2.4.7 Name and unique reference number of the dealer who sold the STB to such Subscriber;
2.4.8 Name and unique reference number of the dealer who sold the subscription to such Subscriber (if different);
2.4.9 Name and unique reference number of the installer (if different from the dealer);
2.4.10 VC number; and
2.4.11 Unique STB number.
2.5 Affiliate agrees and undertakes that it shall not activate, or otherwise reactivate, as the case may be, those VCs, wherein
the Subscribed Channels can be accessed from addresses which are:
2.5.1 not bona fide or do not match the addresses as supplied by the relevant Subscribers as detailed in the SMS; or
2.5.2 outside the Territory; or
2.5.3 that of a cable head end or any other distributor of such Channel.
2.6 In order to ensure that the VC is only activated for bone fide Subscribers, Affiliate further represents, warrants and
undertakes that there are adequate controls to ensure (a) a VC is not activated before installation with its paired STB; and
(b) that such VC is activated at the address of the Subscriber which matches with the address as supplied by the Subscriber
at the time of purchase/hire purchase/renting of the STB and which is the same as detailed in the SMS.
_____________________ & ______________________ ___________________________

Page 59 of 67
2.7 Affiliate represents warrants and undertakes that it’s SMS: (a) allows viewing and printing historical data, in terms of total
activation, de-activation and re-activation of all Subscribers and all other records required under paragraph 2.4; and (b)
enables the location of each and every STB and VC to be recorded.
3. Fingerprinting
3.1 Affiliate shall ensure that it has systems, processes and controls in place to run Fingerprinting at regular intervals as per the
specifications provided by Authorized Representative and as reasonably requested from time to time.
3.2 Affiliate shall ensure that all STBs should support both visible and covert types Fingerprinting and should be compatible for
running Fingerprinting whether operated by Affiliate or by Authorized Representative.
3.3 Affiliate shall ensure that it shall be able to operate the Fingerprinting across all Subscribers based on pre-set parameters
and such Fingerprinting should, apart from the foregoing, be possible and available on global, group and regional bases at
all times. On screen display should support a minimum number of characters that preserve uniqueness to that VC and STB
and any amendment of those characters will be on a pre-determined, consistent basis.
3.4 Affiliate shall ensure that the following processes shall be deployed to keep a heck on piracy and misuse of the signals of the
Subscribed Channels:
3.4.1 The Subscribed Channels’ Fingerprinting should pass through without masking or tampering with respect to time,
location, duration and frequency;
3.4.2 Fingerprinting to be provided by Affiliate on the Subscribed Channels, as per the scheme provided by the
Broadcaster through the Authorized Representative; the Broadcaster through the Authorized Representative
shall have a right to give the time, location, duration of Fingerprinting at a reasonably short notice (i.e. at least
30 minutes prior notice or more).
4. Conditional Access and other systems

4.1 Affiliate shall ensure that the Subscribed Channels are broadcast in an encrypted form and in a form capable of
Fingerprinting.
4.2 Affiliate represents and warrants that: (a) both the CAS and SMS shall be of a reputed organization and are currently being
used by other pay television services that have, in aggregate, at least 1 million subscribers in the global pay television
market; (b) none of the current versions of the CAS have been hacked; (c) to the best of its knowledge, there are no devices
or software available anywhere in the world that is capable of hacking or invalidating the Fingerprinting technology; and
(d) both its CAS and SMS shall be integrated and any activation/de-activation shall be processed simultaneously through
both systems.
4.3 Affiliate agrees that it shall, at its sole cost, be responsible for ensuring the Subscribed Channels are distributed via a digital,
encrypted format signal receivable only by its bona fide Subscribers.
5. Piracy, piracy reports and prevention

5.1 Each Party shall immediately notify the other Party if it ascertains or becomes aware that:
5.1.1 Any VC or STB is being located, supplied or sold outside the Territory,
5.1.2 Any of the Subscribed Channels are being viewed via a VC or STB by a third party that is not a Subscriber,
5.1.3 A VC is being used for viewing the Subscribed Channels anywhere other than the registered address of a Subscriber,
or
5.1.4 A VC and/or STB are being used by a cable operator or other distributor to distribute any of the Subscribed Channels
(each, a “Piracy Event”).
5.2 If Authorized Representative or Affiliate becomes aware of a Piracy Event then Affiliate shall take all necessary steps to
prevent or to stop such unauthorized or illegal use of the Subscribed Channels or signals thereof.
5.2.1 In the event Authorized Representative decides to take legal or other action against any infringing party committing
or causing any Piracy Event, Affiliate shall provide all reasonable assistance to Authorized Representative to prevent
or combat such Piracy Event.
5.2.2 If Affiliate wishes at its cost to take legal or other action of any kind against any party alleged to be infringing a right
of Authorized Representative, where Authorized Representative shall be one of the parties to such action, it shall
notify Authorized Representative in writing and seek Authorized Representative’s prior written consent. Where
Authorized Representative consents to Affiliate taking legal or other action on behalf of Authorized Representative,
Affiliate shall keep Authorized Representative fully informed of the progress of such action. Affiliate shall not settle,
attempt to settle or otherwise compromise the rights of Authorized Representative or its affiliates without the prior
written consent of Authorized Representative.
5.3 Affiliate agrees to change or upgrade its CAS and/or SMS in the event the CAS is shown to be hacked.
5.4 Affiliate shall investigate and report to Authorized Representative any detected incidents of copying, transmitting,
exhibiting or other illegal use of the Subscribed Channels via a STB and/or VC, or any illegal or unauthorized distribution or
use of the Equipment that enable access to the Subscribed Channels.
_____________________ & ______________________ ___________________________

Page 60 of 67
ANNEXURE H
[TO BE PROVIDE AT THE TIME OF AUDIT]
CAS DECLARATION FORM (ON THE LETTERHEAD OF THE CAS COMPANY)
TO WHOMSOEVER IT MAY CONCERN
This is to certify that M/s _____________________________________________________________________, address at

__________________________________________________________________________ having its headend at
______________________________________________________________________________ has installed Conditional Access
System (CAS) from our company for its digital addressable channel distribution platform.
Date of CAS Installation: _______________________ CAS Version: ________________________________
CAS ID: ___________________________________ NETWORK ID: __________________________________
With respect to the CAS installed at above mentioned headend, we confirm the following:
1. The current version of CAS does not have any history of hacking.
2. We have the capability of upgrading of CAS in case it gets hacking.
3. The CAS is currently in use by other pay TV services and it has an aggregate of at least 1 million subscribers in the global pay TV
market.
4. The CAS has the capacity to handle at least 1 million subscribers in the system.
5. We, the CAS system provider are able to provide monthly log of activation and deactivation on a particular channel or on an
particular package.
6. We have the technical capability in India to maintain this CAS system on 24x7 basis through the year.
7. This CAS is independently capable of generating log of all activations and deactivations.
8. This CAS has the provision to tag and blacklist VC numbers and STB numbers that have been involved in piracy in the past to
ensure that the VC or the STB cannot be redeployed.
9. The CAS is capable of individually addressing subscribers, on a channel by channel and STB by STB basis.
10. This CAS has the capability to store history logs of all activations and deactivations for the period of last 2 years for every channel
and package.
Please find enclosed sample log of all activations & deactivations of a particular channel generated from this CAS system.
Thanking you,
For (CAS company name)
(Signature)
Name: ______________________
Designation: _______________________ (not below the level of COO or CEO or CTO)
Company seal:
_____________________ & ______________________ ___________________________

Page 61 of 67
ANNEXURE I
[TO BE PROVIDE AT THE TIME OF AUDIT]
SMS DECLARATION FORM (ON THE LETTERHEAD OF THE SMS COMPANY)
TO WHOMSOEVER IT MAY CONCERN
This is to certify that M/s _____________________________________________________________________, having its registered

office address at ___________________________________________________________ and having its headend at
_____________________________________________________________________ has installed SMS from our Company for its
digital addressable channel distribution platform.
Date of SMS Installation: ________________
SMS Version: ______________________
With respect to the SMS installed at above mentioned headend, we confirm the following:
1. The SMS is currently in use by other pay TV services that have an aggregate of at least 1 million subscribers in the global pay TV
market.
2. The SMS has the capacity to handle at least 1 million subscribers in the system.
3. We have the technical capability in India to be able to maintain their system on 24 x 7 basis through the year.
4. We, the SMS system provider are able to provide monthly log of activation and deactivation on a particular channel or on an
particular package.
5. This SMS has the provision to tag and blacklist VC numbers and STB numbers that have been involved in piracy in the past to
ensure that the VC or the STB cannot be redeployed.
6. The SMS is capable of individually addressing subscribers, on a channel by channel and STB by STB basis.
7. This SMS is independently capable of generating log of all activations and deactivations.
8. This SMS has the capability to store history logs of all activations and deactivations for the period of last 2 years for every
channel.
Please find enclosed sample log of all activations & deactivations of a particular channel generated from this SMS system.
Thanking you,
For (SMS company name)
(Signature)
Name: ______________________
Designation: _______________________ (not below the level of COO or CEO or CTO)
Company seal:
_____________________ & ______________________ ___________________________

Page 62 of 67
ANNEXURE J
EXECUTION REQUIREMENTS
1. If Affiliate is an individual or a sole proprietor:
(i) Photograph of the proprietor of the Applicant firm.

(ii) Proof of residence – Passport / Voter’s ID Card/ration card/Electricity bill /Income Tax Returns.
(iii) Self-attested copy of Passport / Voters ID / PAN Card / Driving license for signature verification.
(iv) Copy of HITS License together with, GST Registration, TAN Number and Entertainment Tax Registration Number.
2. If Affiliate is a partnership firm:
(i) Certified true copy of the registered Partnership Deed.

(ii) Separate powers of attorney signed by all partners authorizing the signatory to sign this Agreement and any amendment
thereto and all related documents on behalf of the Firm.
(iii) Photograph of the signatory.
(iv) Copy of Passport / Voters ID / PAN Card / Driving license for signature verification attested by the authorized signatory.
(v) Copy each of HITS License together with, GST Registration, TAN No., and Entertainment Tax Registration Number.
3. If Affiliate is a company:
(i) The Certificate of Incorporation – certified by the Company Secretary /Director.

(ii) Memorandum and Articles of Association of the company.
(iii) Board resolution certified by the Company Secretary/Director authorizing the signatory to sign the Agreement and any
amendment and all related documents on behalf of the Company.
(iv) Copy of Passport / Voters ID / PAN Card / Driving license for signature verification attested by the authorized signatory.
(v) Photograph of the signatory.
(vi) Copy each of HITS License together with, GST Registration, TAN Number and Entertainment Tax Registration Number.
4. If Affiliate is a Hindu Undivided Family “HUF”
(i) The photograph of the Karta.

(ii) The Proof of Residence - Voters Identity Card or Passports of Karta or Electricity bill / Income Tax returns.
(iii) The names of all coparceners and his/her relation with the Karta.
(iv) Relevant documents, including any Partition Deed, Family Settlement Deed, etc.
(v) Copy of Passport / Voters ID / PAN Card / Driving License for signature verification attested by the Karta.
(vi) Copy each of HITS License together with, GST Registration, TAN No., and Entertainment Tax Registration Number.
5. If Affiliate falls into the “Other” category
(i) Copy each of HITS License together with, GST Registration, TAN Number and Entertainment Tax Registration Number.
(ii) Such documents as may be required by Authorized Representative.
_____________________ & ______________________ ___________________________

Page 63 of 67
ANNEXURE K
The Affiliate needs to provide the number of Subscribers subscribing to the Subscribed Channels through the Affiliate’s Permitted
Digital Distribution Platform in the format prescribed below:
Sl. No. Name of the Subscribed Channel Number of Subscribers subscribing to such Subscribed Channel
_____________________ & ______________________ ___________________________

Page 64 of 67
ANNEXURE L
[For each headend/installation address or earth station (as the case may be) and each applicable State/Union Territory as per
the Territory]
[Each installation address to be incorporated as separate Annexure, i.e., Annexure L-1, Annexure L-2, etc.]
Installation Address(es):
(1) __________________________________________________________________________________________________________
City / Town :
District:
State:
PIN Code:
_____________________ & ______________________ ___________________________

Page 65 of 67
ANNEXURE M
Customer Information Update Form

Customer name
(Legal Entity Name)
Constitution of Business
PAN
GST Registration Category
In case it is not applicable or is exempted, the following information is required

Contact Person
Telephone Number
Email ID
In case single registration is obtained, the following information is required :

Billing Address:
City
PIN code State State
code
GST registration status

Registration migration status (GST)
Date of registration Provisional

GSTIN/ UIN
Service Category Services Tariff Code

(SAC)
Existing tax registration number (please specify)
Contact Person
Telephone Number
Email ID
Incase if registered in multiple states, provide the following information for all the registrations:
Total no of GST Registrations (pan India)
For each of the registrations, kindly provide the following information

Billing Address:
City
PIN code State State
code
GST registration status
Registration migration status (GST)
Date of registration Provisional

GSTIN/ UIN
_____________________ & ______________________ ___________________________

Page 66 of 67
Service Category Services Tariff Code
(SAC)
Existing tax registration number (please specify)
Contact Person
Telephone Number
Email ID
Declaration by: Name:
Designation:
Date:
Note: Please provide a copy of document evidencing provisional GSTIN ID issued by GSTN
_____________________ & ______________________ ___________________________

Page 67 of 67

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REFERENCE INTERCONNECT OFFER

[HEADEND IN THE SKY (HITS)]

Agreement No: SA ______________

SMS Reference No: _____________________

Customer Reference No: __________________

Registered Address: _____________________________________________________________________________________,

Correspondence Address: _____________________________________________________________________________________,

Name of Authorized Signatory (Mr./Ms.): __________________________________

Status of Required Registrations / Licenses Name of Registrant License / Validity

_____________________ & ______________________ ___________________________

_____________________ & ______________________ ___________________________

(q) “DEITY” means the Department of Electronics and Information Technology.

(r) “DOT” means the Department of Telecommunications under MCIT in India.

_____________________ & ______________________ ___________________________

(ff) “MIB” means the Ministry of Information & Broadcasting in India.

(jj) “Ordinary Subscriber” means a subscriber who is not a Commercial Subscriber.

(kk) “Packages” means various packages/combination/assortment of channels (comprises of channels of various

(oo) “Permitted Digital Distribution Platform” means HITS Service.

_____________________ & ______________________ ___________________________

(fff) “TRAI” means the Telecom Regulatory Authority of India.

_____________________ & ______________________ ___________________________

4. MONTHLY LICENSE FEES & CALCULATION THEREOF:

_____________________ & ______________________ ___________________________

_____________________ & ______________________ ___________________________

6. PACKAGING & PRICING:

7. LOGICAL CHANNEL NUMBERING (“LCN”) / ELECTRONIC PROGRAMMING GUIDE (“EPG”):

8. REMUNERATIVE INCENTIVE PLAN:

_____________________ & ______________________ ___________________________

(i) If a DPO, throughout the Term of the Agreement –

(ii) If a DPO, throughout the Term of the Agreement –

_____________________ & ______________________ ___________________________

Or, at the discretion of the Broadcaster

10. MERGER / ACQUISITION:

_____________________ & ______________________ ___________________________

_____________________ & ______________________ ___________________________

14. OBLIGATIONS OF AFFILIATE:

_____________________ & ______________________ ___________________________

_____________________ & ______________________ ___________________________

16. REPRESENTATION BY BOTH PARTIES:

17. REPRESENTATIONS AND WARRANTIES OF THE BROADCASTER:

(b) The distribution of the Channels is allowed in India.

_____________________ & ______________________ ___________________________

_____________________ & ______________________ ___________________________

_____________________ & ______________________ ___________________________

20. CONSEQUENCES OF EXPIRY/TERMINATION:

(a) Upon expiry/termination of the Agreement:

21. INTELLECTUAL PROPERTY RIGHTS:

_____________________ & ______________________ ___________________________

22. ADVERTISING AND PROMOTIONS:

(b) Limitation Of Liability:

_____________________ & ______________________ ___________________________

(g) Indemnity and Third Party Claims:

_____________________ & ______________________ ___________________________

Signature: ____________________________ & Signature: ____________________________

Name: _______________________________ & Name: _______________________________

Title: ________________________________ & Title: ________________________________

For ________________________________________________________________________________ [Name of the Affiliate]

_____________________ & ______________________ ___________________________

Sl. No. Territory

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Signature: & Signature:

Name: _ & Name: _

Title: & Title:

_ & _________

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