REFERENCE INTERCONNECT OFFER (“RIO”) PREAMBLE A. This

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REFERENCE INTERCONNECT OFFER (“RIO”)

PREAMBLE

A. This Reference Interconnect Offer (“RIO”) is being issued and published by Discovery Communications

India (“Broadcaster”) (for and on its behalf and on behalf of its group companies under authorization)

pursuant to Regulation 7 of the Telecommunication (Broadcasting and Cable) Services Interconnection

(Addressable Systems) (Fourth Amendment) Regulations, 2022 (2 of 2022) (“Interconnection

Regulations”) read with the Telecommunication (Broadcasting and Cable) Services (Eighth) (Addressable

Systems) Tariff (Third Amendment) Order, 2022 (4 of 2022), (“Tariff Order”) (collectively referred to as

the “Regulations / November 2022 Amendments”) and would be effective from 01

February 2023 (or

such other date as may be decided by TRAI / competent authority) and shall supersede previous RIO /

Interconnection Agreement executed between the Parties and which was uploaded on the DCI website.

In the event there is any change in the Commencement Date owing to any order or judgment of a court

or Governmental Authority (defined below), the Commencement Date will change accordingly. Further,

in the event that there are any changes / modifications / amendments in the Regulations or any

alteration or clarification thereto as a result of or pursuant to an order or judgment of a court / tribunal,

the terms of this RIO and the Agreement (defined below) are to be modified accordingly, and the parties

shall, to the extent required, enter into a fresh or supplementary RIO, as the case may be. The

Broadcaster reserves its right to enter into a fresh Interconnection Agreement (defined below) including

all such revisions / modifications / alterations / amendments thereto with the DPO. This RIO is being

issued and published by the Broadcaster without prejudice to its rights, remedies and contentions under

applicable Laws, equity or otherwise.

OTHER TERMS

1. The terms mentioned in this RIO constitute all the necessary technical and commercial terms and

conditions as stipulated in Regulation 7 of Chapter III of the Interconnection Regulations applicable to

DPOs re-transmitting digital signals of the Channels of the Broadcaster to the Subscribers (defined

below) in terms of the said regulations. Every DPO desirous of re-transmitting signals of the Channels

of the Broadcaster, shall make a written request to the Broadcaster by submitting the duly filled in

application form which is available on the website of the Broadcaster under the link

www.discoverychannel.co.in. The DPO shall also submit, along with the application form, documentary

evidence / technical compliance report showing that the Addressable Systems (defined below) being

used by the DPO meets the requirements in Schedule III of the Interconnection Regulations for

consideration by the Broadcaster. On receipt of the request from the DPO in the requisite format along

with mandatory documents, Broadcaster and the DPO will enter into the Interconnection Agreement

hereto containing all the terms and conditions on an “as-is” basis without making any unilateral

changes / modifications. It is hereby clarified that in order to be eligible to execute this RIO and avail

the signals of the Broadcaster’s available channels, the DPO shall not be in default of the

Interconnection Regulations as well a defaulter of payments unless the Broadcaster at its sole

discretion grants additional time to the DPO to remit the outstanding amount on just and equitable

grounds.

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2. By executing this RIO, the DPO declares and undertakes that the (i) The DPO is compliant with the

Applicable Laws and holds necessary licenses / permissions for rebroadcasting / retransmitting the

signals of the Broadcaster’s available channels; (ii) the DPO is financially solvent and capable of

discharging its payment obligations under this RIO; (iii) the DPO has not been convicted of any offence

by any competent court.

3. The Broadcaster has designated the following persons for receiving the request for interconnection

from the Distribution Platform Operator and their grievance redressal pertaining to this

RIO/Interconnection/Subscription Agreement:

MSO/IPTV/HITS

Sr.

Name of

Designated Person

Email Address

Designated to receive

request from the DPO

(State / Area Wise)

Ruchir Jain

Ruchir_Jain@discovery.com

All India

Bibhash Jha

Bibhash_Jha@discovery.com

Northern India

Swarup Chowdhury

Swarup_Chowdhury@discovery.com

Eastern India

Rajesh Gupta

Rajesh_Gupta@discovery.com

Western & Central India

Sunil Ganapathy

Sunil_Ganapathy@discovery.com

Southern India

DTH

Sr. No.

Name of

Designated

Person

Email Address

Designated to receive

request from the DPO (State

/ Area Wise)

Ruchir Jain

Ruchir_Jain@discovery.com

All India

Shazia Fazal

Shazia_Fazal@discovery.com

All India

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INTERCONNECTION / SUBSCRIPTION AGREEMENT

umb

DPO

Photograph of

the Authorized

Signatory of

the DPO

This Interconnection / Subscription Agreement (“Agreement”)

is executed on the …….. day of …………..,

20….by and between:

Discovery Communications India, a private company with unlimited liability, incorporated under the laws of

India, having its registered office at 125 – B, Som Datt Chamber – 1, 5 Bhikaji Cama Place, New Delhi – 110066

and corporate office at Building No. 9, Tower A, 9

Floor, DLF Cyber City, Gurgaon - 122002 (hereinafter

referred to as the “Broadcaster”, which expression, unless repugnant to the meaning or context thereof,

shall be deemed to mean and include its successors and assigns);

AND

DPO (M/s): ________________________________________________________________________

DPO’s Status (Mention Yes/No):

Company

Individual

Partnership Firm

HUF

Proprietorship Firm

Other

DPO’s license/ registration:

Status of

registration /

licenses of the

DPO

Name of

registrant/

license holder

Registration No.

Registered area of

operation/, as per

registration/license

(if applicable)

Validity

From

Registered Office Address (if applicable):

Address

City:

District:

State:

PIN:

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Correspondence Address/Address for Notice as per the Agreement:

Address

City:

District:

State:

PIN:

Tel. No.:

PAN No:

Contact Person Name:

Mobile No.: E-mail ID:

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

Mobile No.: E-mail ID:

[hereinafter referred to as the “DPO”, which expression, unless repugnant to the meaning and context

thereof, shall mean and include the heirs, executors and administrators in the case of a sole proprietorship

firm; the partner or partners for the time being and the heirs, executors and administrators of the last

surviving partner in the case of a partnership firm; the successors and permitted assigns in the case of a

company; and karta and coparceners in the case of a Hindu Undivided Family (“HUF”)].

Broadcaster and the DPO may singularly be referred to as “Party” and together as “Parties”.

RECITAL:

A. The Broadcaster is, inter-alia, engaged in the business of broadcasting and distribution of satellite based

Channel (s)/service (s) and has the exclusive right to market and distribute the Channel (s)/service(s) to

subscribers and users of the Channel (s)/service (s).

B. The DPO is in the business of retransmitting the signals of television channels on its distribution Platform

(as defined herein) and is desirous of retransmitting the signals of the Broadcaster’s Channels to the

subscribers.

C. The Parties represent that they have the requisite power and authority to enter into this Agreement and

create the mutual rights and obligations that are contractually binding in nature and legally enforceable

in Law (defined below).

D. The DPO has represented that it is duly authorized to re-transmit signals of satellite television channels

through its Platform as per the license issued by the Ministry of Information and Broadcasting (“MIB”).

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E. Relying upon the DPO's representation, the Broadcaster has agreed to grant a non-exclusive license to

the DPO to retransmit the Channels (defined below) on the DPO’s Platform, subject to the terms and

conditions contained in this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSESTH AND IN CONSIDERATION OF THE PREMISES, MUTUAL

PROMISES, COVENANTS, WARRANTIES SET FORTH HEREINAFTER, IT IS MUTUALLY AGREED AND

DECLARED BY AND BETWEEN THE PARTIES AS UNDER: -

DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings ascribed to them

below unless otherwise expressly stated in any provision of this Agreement. Any term used herein but

not defined expressly shall have the meaning ascribed to it in the Interconnection Regulations.

i. “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

transmission of programmes including re-transmission of signals of television channels can be

done in encrypted form, which can be decoded by the device or devices at the premises of the

Subscriber within the limits of the authorization made, through CAS and SMS, on the choice and

request of such Subscriber, by the distributor of television channels;

ii. "Affiliate" of a Party (the “Subject Person”) means (i) in the case of any Subject Person, any other

Person that, either directly or indirectly through one or more intermediate Persons, controls, is

controlled by or is under common control with the Subject Person, and (ii) in the case of any

Subject Person that is a natural Person, his / her parents, spouse or children, or any Person that

is owned or controlled by such natural person or any of the aforesaid mentioned Persons. For the

purposes of this definition, “Control” means (a) having an economic interest of more than 50% of

any Person; and / or (b) the power to direct and control the management or policies of a Person,

whether through the power to appoint majority of the members on the board of directors or

similar governing body of such Person, through contractual arrangements or otherwise;

iii. “A-la-carte” or “a-la-carte channel” means an offering of the television Channel individually on a

standalone basis;

iv. “Active Subscriber” shall mean a subscriber who has been authorized to receive signals of

Subscribed Channel (s) as per the SMS and whose Set Top Box has not been denied signals;

v. “SD Active Subscriber” shall mean a subscriber who has been authorized to receive signals of the

Subscribed SD Channels as per the SMS and whose Set Top Box has not been denied signals;

vi. “HD Active Subscriber” shall mean a subscriber who has been authorized to receive signals of the

Subscribed SD Channels as per the SMS and whose Set Top Box has not been denied signals;

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vii. “Anti-Piracy Obligations” shall mean necessary compliances to ensure prevention / curbing of

piracy as set out in Annexure B of this Agreement;

viii. “BIS” shall mean Bureau of Indian Standards;

ix. “Bouquet” or “Bouquet of channels” means an assortment of distinct Channels (defined below),

offered together as a bundle as is listed in Annexure D of this Agreement;

x. “Broadcaster” means a person or a group of persons, or body corporate, or any organization or

body who has obtained, in its name, permission for its channels from the Central Government for

providing television broadcast of Television Channels;

xi. “Broadcaster Channels” shall mean and refer to the linear satellite channels owned and / or

operated by the Broadcaster and offered for subscription on a-la-carte basis or as Bouquets as

listed in Annexure D of this Agreement, which list may be updated to include any new television

channel distributed by the Broadcaster from time to time;

xii. "CAM" shall mean Conditional Access Module owned, operated and supplied by the Broadcaster

and used in conjunction with a Viewing Card (defined below) and an Integrated Receiver Decoder

(defined below) in order to facilitate the receipt of the Services by the DPO;

xiii. "CAS" shall mean the conditional access system maintained by the DPO in accordance with the

Interconnection Regulations and the terms of this Agreement, which shall have the ability to

authorize, provide and deny specific Channels, data, or information to paying Subscribers;

xiv. “Cable TV Act” means the Cable Television Networks (Regulation) Act, 1995 as amended from

time to time;

xv. "Channel(s)" shall mean and refer to Broadcaster’s Channels as set out in Annexure D.

xvi. "Subscribed Channel(s)" shall mean and refer to Broadcaster’s Channels which are subscribed to

by the DPO by way of this Agreement, , by way of specific selection by the DPO. in Annexure D;

xvii. "Channel Marks" means the trade names, trademarks, logos and service marks used by the

Broadcaster and / or its Affiliates from time to time in connection with the Channels including

without limitation the trade names, marks or logo specified by the Broadcaster or otherwise

notified in writing by the Broadcaster from time to time;

xviii. “Change Event” means any merger, de-merger, amalgamation, consolidation, reorganization,

joint operation or service arrangement, corporate restructuring or any other business

arrangement involving the DPO or any change of Control or change in the management or

acquisition of majority shares or controlling power of the DPO or acquisition by the DPO (directly

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or indirectly) of a majority shares or a controlling power in any other entity or selling the whole

or a substantial portion of the DPO’s assets and / or purchasing the whole or a substantial portion

of the assets of another entity by the DPO (directly or indirectly);

xix. “Commencement Date” shall have the meaning assigned to it in Preamble A of this Agreement;

xx. “Confidential Information" means: (a) any information concerning the organization, business,

technology, trade secrets, know-how, finance, transactions or affairs of a Party or any of its

Affiliates, directors, officers or employees (whether conveyed in written, oral or in any other form

and whether such information is furnished before, on or after the date hereof) of the Parties, (b)

any material or information disclosed to the DPO by the Broadcaster for the purposes of this

Agreement, and (c) any information or materials prepared by a Party or its representatives that

contains or otherwise reflects, or is generated from Confidential Information;

xxi. “CPE” means customer premises equipment to be used;

xxii. “DEITY” means the Department of Electronics and Information Technology;

xxiii. “Disconnection Notice” means notice by the Broadcaster to discontinue services to DPO;

xxiv. “Distribution Margin” DPO shall mean the DPO’s share of revenue for the Distribution of

Subscribed Channel(s) to Subscribers and it does not include carriage fee. It will be calculated as

twenty percent (20%) of the MRP of the Subscribed Channel(s), multiplied by the Monthly Average

Subscriber Level;

xxv. “DPO Price List” shall mean the rate applicable to as mentioned in the Annexure D of the

Agreement, which is MRP of A-la-carte Channel(s) and/or Bouquet of Channels less the

Distribution Margin;

xxvi. “EPG” shall mean electronic program guide as defined under the Interconnection Regulations i.e.

a program guide maintained by the distributors of television channels that lists television channels

and programmes, and scheduling and programming information therein and includes any

enhanced guide that allows subscribers to navigate and select such available channels and

programmes;

xxvii. "Equipment(s)"means and includes all hardware/software and other devices and including but

not limited to IRDs, Viewing Card(s) and CAM, as applicable;

xxviii. “End Date” means date of expiry of this Agreement;

xxix. “Fingerprinting” means exercises where code numbers are made overtly to appear on the screen

of a television and / or covertly in the signals of the channels that enables identification of the

smart card being used to access such signals.

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xxx. "Force Majeure Event" shall mean any act, cause, contingency or circumstance beyond the

control of the Broadcaster, as the case may be, including, without limitation, any governmental

action, order from court or restriction (whether international, national or local), war (whether or

not declared), public strike, riot, labour dispute, act of God, flood, fire, public disaster, pandemic

public transportation dispute, satellite failure or transponder failure;

xxxi. “Governmental Authority” means any government authority, statutory authority, government

department, agency, commission, board, tribunal or court or other law, rule or regulation-making

entity having or purporting to have jurisdiction over such Party and shall include without limitation

TRAI, MIB, TDSAT, Department of Telecommunications, Department for Promotion of Industry

and Internal Trade or any other body or authority regulating the broadcasting and distribution of

channels in India;

xxxii. “Incentive” shall mean the Incentives as set out under Annexure F of this Agreement;

xxxiii. “Integrated Receiver Decoder” or "IRD" or “DSR” shall mean decoder, receiver or integrated

receiver-decoders as set out in Annexure G, which is owned, operated and supplied by the

Broadcaster and which is used in conjunction with a Viewing Card and CAM in order to facilitate

the receipt of the Channel(s) by DPO;

xxxiv. “Intellectual Property" shall mean and include, without limitation: (i) all rights, title and interest

in the programming on the Channels; (ii) the Channel Marks and all trademarks, trade names,

service marks, logos, materials, formats, and concepts relating to the Channels; and (ii) any

trademarks, trade names, logos, names, titles of the rights holders of any programming exhibited

on the channels;

xxxv. "Interconnection" means the technical arrangements under which service providers connect,

including through electro-magnetic signals, their equipment, networks and services to enable

their customers to have access to the customers, services and / or networks of other service

providers;

xxxvi. "Interconnection agreement" with all its grammatical variations and cognate expressions means

agreements on interconnection providing technical and commercial terms and conditions for

distribution of signals of television channels;

xxxvii. "Law" or “Applicable Law” means all applicable statutes, enactments, acts of legislature 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 codes of conduct of the MIB, TRAI, DOT, MEITY 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

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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.

xxxviii. “Local cable Operator” or “LCO” means a person registered under Rule 5 of the Cable Television

Networks Rules, 1994;

xxxix. “MIB” means the Ministry of Information and Broadcasting, Government of India;

xl. “MEITY” means the Ministry of Electronics and Information Technology, Government of India;

xli. “Payment Due Date” shall have the meaning assigned to it as per this Agreement;

xlii. "Person" means any individual or other entity, whether a corporation, firm, company, joint

venture, trust, association, organization, partnership or proprietorship, including any

governmental agency or regulatory body;

xliii. "Piracy" shall have the meaning ascribed in this Agreement which deals in Anti-Piracy;

xliv. “Piracy Event” means an event that fulfills the conditions of piracy;

xlv. “Permitted Digital Distribution Platform” with respect to this Agreement, means the Digital

Addressable Platform for which the DPO has filled in the applicable details;

xlvi. “Platform” shall mean, with respect to DPO, such DPO’s Digital Addressable Cable Television

Network, with respect to HITS Operator, such HITS Operator’s HITS Service, with respect to DTH

Operator, such DTH Operator’s DTH Service and with respect to IPTV Operator, such IPTV

Operator’s IPTV Service, as the case may be. For the purposes of this definition, following

definitions shall have meaning assigned to them hereinbelow:

“DTH Operator” shall mean a company that has been granted license by the Central Government

to provide DTH Service.

“DTH Operator’s DTH Service” means distribution of television channel programmes by using a

Ku-band direct-to-home satellite transmission system by providing television signals directly to

Subscriber’s premises without passing through an intermediary such as cable operator or any

other distributor of television channels.

“HITS Operator” shall mean any person permitted by the Central Government to provide HITS

service.

“HITS Operator’s HITS Service” shall mean re-transmission of signals of television channels to (i)

intermediaries like local cable operators or multi system Operator’s by using a satellite system

and not directly to Subscribers; and (ii) to Subscribers by using satellite system and its own cable

networks.

“IPTV Operator” shall mean a person permitted by the Central Government to provide IPTV

service.

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“IPTV Operator’s IPTV Service” shall mean delivery of multi-channel television programs in

addressable mode by using Internet Protocol over a closed network of one or more service

providers.

“MSO” means a cable operator who has been granted registration under Rule 11 of the Cable

Television Networks Rules, 1994 and who receives a programming service from a broadcaster and

re-transmits the same or transmits his own programming service for simultaneous reception

either by multiple Subscribers directly or through one or more local cable operators.

xlvii. “Reference Interconnection Offer” or “RIO” means this document published by the Broadcaster

on its website specifying terms and conditions on which the DPO may seek Interconnection with

the Broadcaster;

xlviii. "Set Top Box" or "STB" shall mean a device which is connected to or part of a television set and

as per requirement described in this Agreement, which allows a Subscriber to receive the Channel

(s) in de-scrambled form;

xlix. “Subscriber management System” or ”"SMS" means a system or device which stores the

Subscriber records and details at the DPO’s end with respect to name, address and other

information regarding the hardware being utilized by the Subscriber, Broadcaster Channels or

bouquets of Broadcaster Channels subscribed by the Subscriber, price of such Broadcaster

channels or Bouquets of Broadcaster Channels as defined in the system, the activation or de-

activation date and time for any Broadcaster Channel or bouquets of Broadcaster Channels, a log

of all actions performed on a Subscriber’s record, invoices raised on each Subscriber and the

amounts paid or discount allowed to the Subscriber for each billing period by the DPO;

l. "Subscriber" means any ordinary subscriber availing the Channel(s) through a single Set Top Box

through the permitted Distribution Platform and who does not further transmit the Service to any

other Person and specifically excludes Commercial Subscribers and commercial establishments;

li. “Subscription Fee” with respect to the Subscribed Channel (s) shall mean the fee payable by DPO

to Broadcaster for retransmission of signals of such Subscribed Channel (s) as detailed in Clause

lii. “Tariff Order” means the Telecommunication (Broadcasting and Cable) Services (Eight)

(Addressable Systems) Tariff Order, 2017 dated 03

March 2017, as amended from time to time;

liii. “Territory” means the territories listed in Annexure E of this Agreement;

liv. "TDSAT" shall mean Telecom Disputes Settlement and Appellate Tribunal;

lv. “Audit” shall mean audit conducted by the Broadcaster as per given format and as per the TRAI

Rules and Regulation read along with the Audit Manual (as amended from time to time);

lvi. “Technical Specifications” means the technical specifications as set forth in this Agreement to

which the DPO’s Digital Addressable Platform must comply with;

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lvii. “Term” shall mean the period specified in Clause 2 of this Agreement;

lviii. "TRAI" shall mean the Telecom Regulatory Authority of India;

lix. "Viewing Card" means the viewing card owned, operated and supplied by the Broadcaster and

which is to be used in conjunction with the IRD for the DPO to access and decode each Channel.

II.

RULES OF INTERPRETATION

Unless the context of this Agreement otherwise requires:

a. the Annexures, Schedules shall form an integral part of this Agreement and are references to the

Annexures, Schedules in this Agreement;

b. the clause, schedule and paragraph headings are included for convenience only and shall not

affect the interpretation of this Agreement;

c. words using the singular or plural number also include the plural or singular number, respectively;

d. words of any gender are deemed to include the other gender;

e. the terms "hereof", "herein", "hereby", "hereto" and derivative or similar words refer to this

Agreement or specified provisions of this Agreement, as the case may be;

f. the term "Clause", “Section” or "Schedule" refers to the specified Clause, Section or Schedule of

this Agreement;

g. any reference to a "person" includes natural persons, firms, partnerships, companies,

corporations, associations, organizations, governments, states, governmental or state agencies,

foundations and trusts (in each case whether or not having separate legal personality and

irrespective of the jurisdiction in or under the law of which it was incorporated or exists);

h. a reference to "writing" includes email, except as expressly provided otherwise;

i. reference to statutes, regulations or statutory provisions include references to any orders, or

regulations made thereunder and references to any statute, provision, regulation or order include

references to that statute, provision, regulation or order as amended, modified, re-enacted or

replaced from time to time;

j. the words "including" and "inter alia" shall be deemed to be followed by "without limitation" or

"but not limited to" whether or not those words are followed by such phrases; and

k. the words "directly or indirectly" mean directly, or indirectly through one or more intermediary

persons or through contractual or other legal or beneficial arrangements, and "direct or indirect"

have the correlative meanings.

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III. DETAILED TERMS

1. PARTIES

DISCOVERY COMMUNICATIONS INDIA and DPO

2. TERM

Unless terminated earlier in accordance with the terms of this Agreement, the “Term”

shall be for a period of One (1) Year from the date of execution of this Agreement and shall

include amendments / extensions if any, issued by Broadcaster.

3. SUBSCRIBED

CHANNELS

The DPO agrees to subscribe to the signals of Channel(s) on A-la-carte and/or Bouquet(s)

basis by specifically opting for the same in Annexure D (“Subscribed Channel (s)”).

The DPO shall mandatorily offer the Subscribed Channel (s) on its Distribution System to

its Subscribers in an uninterrupted form on a monthly subscription basis in the Territory

and shall pay the monthly Subscription Fee for the entire month to the Broadcaster.

The DPO availing the Subscribed Bouquet shall not break such Bouquet of Pay Channels

while offering the same to its Subscribers.

In the event the DPO intends to subscribe for any additional Channels on A-la-carte and/or

Bouquet(s) basis during the Term of this Agreement, the DPO may do so by executing an

addendum for the Subscribed Channel(s) and Subscribed Bouquets.

4. TERRITORY

DPO agrees to offer the Subscribed Channel(s)in the Territory as set out in Annexure E.

The DPO shall not extend its operations beyond the Territory or connect any

Affiliates or LCOs or MSOs or any third party / entity as applicable, beyond the

Territory without any prior written intimation to the Broadcaster in the manner

set out herein below:

In the event, the DPO desires to extend its operation by adding a New Territory,

the DPO shall at least thirty (30) days prior submit a written request to the

Broadcaster. Subject to Broadcaster’s execution of addendum amending the

Territory of DPO within thirty (30) days from the receipt thereof, the New Territory

shall be deemed to be a part of Annexure E hereto and DPO shall be permitted to

extend its operations to New Territory, as per applicable Law. On execution, the

addendum shall be deemed to be an integral part of this Agreement.

In the event the Broadcaster does not execute the addendum amending the

Territory of DPO and objects to the extension of operations of the DPO to the

proposed New Territory within 30 days of receipt of the request for amendment

of Territory from DPO, the DPO shall not re-transmit the signals of the Subscribed

Channel(s), directly or indirectly, beyond the Territory. If the DPO re-transmits the

signals of the Subscribed Channel(s)in the proposed New Territory despite

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receiving objection from Broadcaster, the same shall amount to material breach

of this Agreement; including but not limited to infringement of Broadcaster’s

rights under the Copyright Act.

It is therefore, mutually agreed between the Parties that this is in addition to and

without any limitation to the various rights and remedies available to Broadcaster

under applicable Law for the material breach of the terms set out herein above.

5. RIGHTS GRANTED

The DPO shall request for the signals of channels of the Broadcaster by filing in the

requisite application form along with providing mandatory documents pursuant to the

TRAI Regulations. On the basis of the representations, warranties and undertakings given

by the DPO and subject to the DPO fully complying with all the terms and conditions as

set out in this Agreement, the Broadcaster hereby grants to the DPO the non-exclusive,

non-transferable, non sub-licensable, limited license and right to receive the signals of

the Channel(s) from the Broadcaster, in SD and HD, on a Linear broadcast basis, to be re-

transmitted to active Subscribers in the authorized Territory to be viewed on a television

via STB. The DPO undertakes to re-transmit the Channel(s) along with all available

language feeds of the respective Channel(s), during the Term hereof in an encrypted form

owned and operated by DPO in an uninterrupted form on a 24x7x365 basis.

Upon grant of signals from the Broadcaster, the DPO shall mandatorily offer the

Subscribed Channel(s)on its distribution platform to the subscribers on a monthly

subscription basis in the Territory and shall pay the monthly subscription fee for the entire

month and shall ensure compliance with the Telecommunication (Broadcasting and

Cable) Services Standards of Quality of Service and Consumer Protection (Addressable

Systems) Regulation, 2017 (as amended from time to time).

All other rights and means of distribution not specifically and expressly granted to DPO

are expressly excluded and reserved by the Broadcaster including but not limited to

Mobile, Over-the-top, Internet or any other technology now available or which may

become available in future.

For the avoidance of doubt, this also excludes the distribution of any content of the

Channels on a non-linear basis through the Platform including, but not limited to time

shifting / multiplexing, Pay Per View, Video on Demand or Near Video on Demand (or

any other technology whether currently existing or that may come into existence in the

future). Further, the DPO also agrees to re-transmit the channels without any

interruption, editing, interference, recording, dubbing, delays, voice over, sub title,

delays, picture squeezing or re sizing, insertion of graphic overlays, pull through or

crawls, deletions, additions or any other alteration and the DPO shall not sub-license the

rights and license granted hereunder to any third party without prior permission /

approval of the Broadcaster.

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Usage of Digital Video Recorder (DVR) or Personal Video recorder (PVR) by the DPO shall

not be permitted. Nevertheless, use of DVR and PVR by the Subscriber shall be allowed

provided there is no automatic advertisement skipping function nor is there any

mechanism whereby DVR and or PVR have a store and forward function.

The DPO shall offer all contributory language feeds for a given channel to every Subscriber

entitled to access the Channel(s) provided that the DPO has opted for such contributory

language feeds of the channel.

The DPO shall under no circumstance, sub-license and / or assign and / or transfer the rights

granted to it by the Broadcaster.

The DPO shall not push content into STB, there shall not be automatic advertisement

skipping function and /or the DPO shall not create a virtual Video on Demand or other

demand service in respect to the Broadcaster’s Channels.

Any agreement entered into by the DPO, its sub-Operators with a Subscriber shall not

relieve the DPO, its sub-Operators of any of their obligations under this Agreement and

the DPO shall ensure that such agreements are not in any way prejudicial to the rights

and obligations between the Parties as set out in this Agreement.

6. OFFERING OF

CHANNELS

The DPO shall offer the channels to the subscribers either on A-la-carte or part of a

Bouquet comprising the channels. In case the DPO is subscribing to Bouquet (s) of the

Broadcaster’s channels, the DPO shall ensure that it does not break such Bouquet while

offering the same to the subscribers. If the DPO breaks a Bouquet of the Broadcaster at

any time during the Term, then, from such date, the channels comprised in such Bouquet

shall be deemed to have been subscribed by the DPO on an A-la-carte basis and the DPO

shall be liable to pay the monthly subscription fee on a-la-carte rates for all the channels

in such a Bouquet to the Broadcaster.

The DPO shall package the channels as per applicable law and the packaging of the

Channels of the Broadcaster shall not be disadvantaged or discriminated vis-à-vis the

other channels of the same genre.

7. AUTHORIZED

SUBSCRIBER

Authorized Subscriber means any Subscriber who receives the signals of the Channel(s)

from the Broadcaster at a place indicated to the DPO by the Authorized Subscriber

(detailed in the Subscriber Application Form) without further re-transmitting it to any

other person and who does not cause the signals of the Broadcaster to be seen or heard

by or seen by any person for a specific sum of money to be paid by such person and

includes only ordinary subscribers.

Ordinary Subscriber means a subscriber who is not a Commercial Subscriber.

A-la-Carte and Bouquet Rates of Broadcaster’s Channels applicable to Ordinary

Subscribers are as per Annexure D of this Agreement.

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The DPO shall not be permitted nor shall be entitled to activate the STB / provide signals

of any of the Channel(s) to any Subscriber(s) who have not submitted Subscriber

Application Form (SAF) as per the requirement under the Applicable Laws. Non-

compliance of this Clause shall be construed as a material breach of this Agreement, which

will entitle the Broadcaster to disconnect the Channel(s) by issuing a Disconnection Notice

for non-compliance. In the event the DPO is permitted to provide signals to both Ordinary

and Commercial Subscribers, then the CAS and SMS system of the DPO must be at all times

capable of segregating Ordinary and Commercial Subscribers, whereby two separate and

distinct SMS reports shall be submitted by the DPO to Broadcaster.

Each Set Top Box in a household or unit in a residential multi-unit dwelling or in an

establishment shall be treated as a separate Authorized Subscriber. Where an Authorized

Subscriber has more than 1 (one) STB (hereinafter referred to as “Supplementary

Connection”) authorized by the DPO to receive the Channel(s), then such Supplementary

Connection(s) shall be considered as a separate and distinct “Subscriber” in all respects

including Subscription Fee. The DPO shall maintain proper and accurate records of such

Supplementary Connection(s) and shall furnish the details thereof as and when required

by Broadcaster.

It is hereby agreed and acknowledged by the Parties that this Agreement does not confer

upon the DPO, any right to distribute the Broadcaster’s Channels in any manner to any

Commercial Subscriber. Each STB deployed by the Commercial Subscriber shall be treated

as a separate subscriber. For the Commercial Subscribers, the Parties shall enter into a

separate agreement for subscription of the Broadcaster’s Channels.

8. SUBSCRIPTION

FEE AND

CALCULATION

OF MONTHLY

SUBSCRIPTION FEE

In consideration of the Rights Granted under this Agreement, the DPO shall pay the

Broadcaster, for each month of the Term, the monthly Subscription Fee calculated in the

manner set out below on or before the Due Date.

Calculation of the monthly Subscription Fee

Subscribed A-la-carte Channels:

If the DPO is offering the Subscribed A-la-carte Channels on A-la-carte basis, the monthly

Subscription Fee payable by the DPO for a particular month of the Term shall be the DPO

List Price multiplied by the Monthly Average Subscriber Level.

For illustration kindly refer to Illustrations in Annexure D of this Agreement.

Subscribed Bouquet:

For each of the Subscribed Bouquets, the DPO shall pay Broadcaster the monthly

Subscription Fee equivalent to the DPO List Price of the Subscribed Bouquet multiplied by

the Monthly Average Subscriber Level.

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In case the DPO breaks a Subscribed Bouquet at any time during the Term, then from the

date of breaking such Subscribed Bouquet, the Channels comprised in such Subscribed

Bouquet shall be deemed as Subscribed Channel(s) availed by the DPO on A-la-carte Basis

and the DPO shall be liable to pay the Broadcaster monthly Subscription Fee calculated in

the manner set out above for the subscribed Ala-carte Channel.

For avoidance of doubt, it is clarified that Broadcaster reserves its rights, subject to

applicable Law, to revise the MRP mentioned in Annexure D. Upon such revision, the DPO

agrees and unconditionally undertakes to pay the Subscription Fee as per applicable Law.

Such increase in Subscription Fee will be supported with a valid debit note to be raised by

Broadcaster in accordance with the GST Laws.

9. PAYMENT TERMS

The Subscription Fee shall be paid monthly in arrears within fifteen (15) days from the

date of invoice / provisional invoice (as the case may be) raised by the Broadcaster

(“Payment Due Date”) towards Subscription Fee of a particular month on the basis of the

Subscriber Report (in the format detailed in Annexure A) of the DPO without any

deduction except deduction of applicable withholding tax / TDS as per the provisions of

Income Tax Act, 1961 and Rules framed thereunder.

Within seven days from the end of each calendar month (“Subscriber Report Due Date”),

the DPO shall provide the Subscriber Report in the manner and format set out in Annexure

A based on which Broadcaster shall raise an invoice on the DPO.

Broadcaster shall raise an invoice for the Subscription Fee for each calendar month within

seven (7) days from the date of receipt of Subscriber Report from the DPO (“Invoice”). The

DPO shall have an obligation to pay to the Broadcaster the Subscription Fee in full within

the Payment Due Date.

The DPO will provide to the Broadcaster GSTIN, registered place of business etc. which is

requested in writing by the Broadcaster to determine the relevant location of the recipient

of service and place of supply based thereupon.

Broadcaster will raise the Invoice from the state from which the Broadcaster provides the

services. Invoices shall be raised by Broadcaster based on details such as GSTIN, registered

place of business and any other said detail that may be required as per the Applicable Law

which are requested by Broadcaster and provided by the DPO. Any revision if required to

the Invoice may be addressed through debit or credit notes, as may be required as per

prevailing Applicable Law.

Any credit note and debit note shall be issued after prior confirmation by both the Parties.

Such debit note / credit note shall be accepted by the DPO on the online GSTN portal

within the timelines prescribed under GST law purely in accordance with the details

reported in physical copies of such debit notes / credit notes above.

In a given month, if the DPO fails to furnish the Subscriber Report to the Broadcaster within

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the Subscriber Report Due Date for any reason whatsoever, the Broadcaster shall have the

right to raise a Provisional Invoice and the DPO shall be under an obligation to pay the

Subscription Fee on the basis of the Provisional Invoice (defined below) in accordance with

the terms of this clause. The Broadcaster shall raise a Provisional Invoice (defined below)

towards the Subscription Fee of such amount as shall be increased by 10% of the total

Subscription Fee of the invoice raised on the DPO for the immediately preceding month

(“Provisional Invoice”). Provided that the DPO shall provide the Subscriber Reports at the

earliest and ensure that the reconciliation for the Provisional Invoices and the actual fee

payable on the basis of the Subscriber Reports shall be conducted within three months

from the date of issue of such Provisional Invoice. However, nothing contained herein,

amounts to waiver by Broadcaster of its right to deactivate the signals of its Channels as

per Applicable Law.

Illustration:

If the DPO in the month of August fails to furnish Subscriber Report within Subscriber

Report Due Date, the Broadcaster will issue a Provisional Invoice for the month of August

in the following manner:

Subscription Fee for the month of July

Rs 1,000

Provisional Subscription Fee for the month of August

1000+(10% of 1000) = Rs. 1,100

If the DPO fails to furnish the Subscriber Report consecutively for the second month (i.e.

August), the Broadcaster will issue a Provisional Invoice for the month of September in the

following manner:

Subscription Fee for the month of August

Rs 1,100

Provisional Subscription Fee for the month of

September

1100 + (10% of 1100) = Rs.

1,210/-

If the DPO furnishes the Subscriber Report for the month of August after two months, the

Parties will carry out reconciliation of Provisional Invoice for the month of August in the

following manner:

Subscription Fee for the month of August (based on the Subscriber Report)

Rs 1,000

Provisional Invoice amount for the month of August

Rs 1,100

Differential Subscription Fee

Rs 100

The DPO shall promptly notify the Broadcaster in case the DPO does not receive the

applicable invoice of a particular calendar month on or before the 15

(fifteenth) day of

the following calendar month. The Invoice or Provisional Invoice (as the case may be) shall

be deemed to be delivered to the DPO if no such notification is received from the DPO.

The DPO shall make payment of the applicable Invoice or Provisional Invoice (as the case

may be) amount by the Payment Due Date in accordance with the terms of this

Agreement, and any failure to do so on the part of the DPO shall constitute a material

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breach hereunder. Late payments shall also attract interest calculated from the date the

payment was due until the date the payment is made in full at the rate of 18% per annum,

plus applicable taxes (“Late Payment Interest”). However, this does not waive the

Broadcaster’s rights and remedies available to the Broadcaster under the Agreement and

/ or Applicable laws. The imposition and collection of interest on the late payment of

monthly Subscription fees does not constitute waiver of the DPO’s absolute obligation to

pay the monthly Subscription fees on or before the Payment Due Date.

The imposition and collection of interest on late payments does not constitute a waiver of

the DPO’s obligation to pay the Subscription Fee by the Due Date, and the Broadcaster

shall retain all of its other rights and remedies under the Agreement, Law and equity.

All Subscription Fee payments hereunder are exclusive of all applicable taxes including all

and any indirect taxes, such as GST, entertainment tax and any other taxes to be levied

under Law. All such applicable taxes shall be at DPO’s cost and will be charged at the

prevailing rates by the Broadcaster to the DPO.

If payment of the Subscription Fee is subject to deduction of any withholding tax / TDS in

accordance with the provisions of the Indian Income Tax Act 1961, as amended, the DPO

shall provide tax withholding certificates to the Broadcaster within such period as has

been specified in the Income Tax Act / rules / notifications / circulars issued thereunder.

The DPO shall have no right to withhold or adjust the Subscription Fee for any reason

whatsoever and the Broadcaster will be entitled to allocate the payment received from

the DPO on first-in-first-out basis, which the DPO shall accept without any objection.

It is agreed that in case the Broadcaster provides a certificate issued by the Income-tax

Department under Section 195 / 197 (1) of Income-Tax Act 1961, the DPO shall withhold

taxes at the rate specified in accordance with the same certificate.

In the event the DPO merges or acquires a third-party network of the Platform subject to

prior written approval of the Broadcaster or upon occurrence of a Change Event, the DPO

shall continue to be bound to pay the Subscription Fee in the manner contemplated in this

Agreement.

The Broadcaster shall have the right to Audit the Addressable Systems, CAS, SMS and other

related systems of the DPO by an Empaneled Auditor to verify the DPO’s compliance of its

obligations, declarations, representations and warranties under this Agreement including

but not limited to the accuracy and validity of the monthly Qualifying Reports submitted

by DPO to Broadcaster for availing discount hereunder.

For ease of reference clause for the purpose taxation may be referred to in Annexure H.

10.

EPG

Before the signing of this Agreement, the DPO shall make available to the Broadcaster the

Electronic Programme Guide (“EPG”) of the DPO’s platform.

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During the entire duration of the Term, the EPG of the DPO shall at all times contain the

information of the programs being shown on all Channel(s) in a manner pre-approved by

the Broadcaster without any cost or fee to the Broadcaster. The DPO shall provide the

format in which the said information regarding all the Channel(s) shall be furnished by

Broadcaster.

The DPO shall ensure that while determining the relative positioning of the Channel(s) i.e.

EPG and the Logical Channel Numbers (“LCNs”) for the Channel(s), the positioning of the

Channel(s) shall be within the same genre as regard the comparable channels of the same

language and same genre and the EPG and LCN shall not be changed during the Term of

this Agreement.

All changes will be made in good faith without targeting the Channel(s) for discriminatory

treatment vis-à-vis similar / comparable channels falling within the same genres.

11. INCENTIVE

Broadcaster represents that it offers various Incentives as per the Interconnection

Regulations which are detailed in Annexure F hereto.

It is further clarified that the Incentives are optional and the DPO may avail of the

same at its discretion by assigning tick mark(s)  against such Incentive(s) as

detailed in Annexure F of the Agreement.

12. PROMOTIONAL

OFFER

Broadcaster reserves its right to launch Promotional Offer as per Applicable Law.

13.

NTEGRATED

ECEIVER

ECODERS

(“IRD”)

AND

IEWING

ARDS

(“VC”)

IRD shall mean Integrated Receiver Decoder or Digital Satellite Receiver required for

downlinking and accessing the Channels i.e. an authorization device which is owned,

operated and supplied by the Broadcaster and which is used in conjunction with a

compatible Viewing Card and/or CAM, (if applicable), in order to receive and decode each

of the linear television Channels of Broadcaster subscribed by the DPO. The Broadcaster

shall provide IRDs to the DPO or has already provided the IRD’s to be used by the DPO for

decoding the subscribed channel(s), the details of which are mentioned in the hardware

form, attached herewith as Annexure G which shall at all times remain the property of the

Broadcaster and not of the DPO.

The Viewing Cards required for the IRD, shall always be provided by the Broadcaster to the

DPO and shall at all times remain the property of the Broadcaster and not of the DPO.

The Broadcaster shall not under any circumstances be responsible or liable for any

malfunctions, repairs, replacement or maintenance of equipment.

In the event the DPO requests so, the Broadcaster may, in terms of its policy, supply or

cause to supply the equipment. At its discretion, the Broadcaster may require the DPO to

make the following payments against delivery of the equipment:

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Processing Fee: Broadcaster may require the DPO to pay one-time non-refundable

processing fee towards the equipment for each Channel(s) as per Broadcaster policy.

ii)

Replacement Fee: In case the DPO requires replacement of a defective IRD / VC, the

DPO shall pay a non-refundable service charge along with applicable taxes per IRD /

VC for one-time replacement. The service charge amount shall be intimated by the

Broadcaster based on the nature of defect in the IRD / VC.

iii)

Courier / Taxes: The DPO shall pay the courier charges, taxes and other applicable

levies and transportation charges for the equipment(s).

IRD(s) / VC(s) provided by the Broadcaster to the DPO, shall at all times remain the

property of the Broadcaster. Broadcaster may require DPO to pay a refundable interest

free security deposit before Broadcaster delivers an IRD(s) / VC(s) to the DPO.

The Broadcaster makes no representation or warranty as to the capabilities of the IRD(s) /

VC(s) provided by it to the DPO. The Broadcaster shall not under any circumstances be

responsible or liable for any malfunctions of such IRD(s) / VC(s). However, in the event any

such IRD / VC requires repair or replacement, the DPO may send a written request to the

Broadcaster and the Broadcaster shall endeavor to have such IRD / VC repaired or replaced

at Broadcaster's sole discretion, subject to the Broadcaster's policies. All IRD(s) / VC(s)

provided by the Broadcaster to the DPO shall be returned to the Broadcaster immediately

upon expiry or prior termination of the Agreement, or earlier if requested by the

Broadcaster.

In the event the DPO fails to pay the Subscription Fees and / or, upon expiry of, or

termination of the Agreement, the Broadcaster shall be entitled to take back the

possession of the equipment(s) from the DPO and deactivate the Viewing Card(s). In the

event, the DPO fails to return the equipment to the Broadcaster, the DPO shall be liable

to pay a penal sum of Rs. 1,000/- per day per IRD to the Broadcaster for the period during

which the default continues. In case the DPO returns the IRD, but the Viewing Card and

remote (where applicable) are damaged or missing, then the DPO shall be liable to pay

to Broadcaster such penalty as maybe determined by the Broadcaster. The Broadcaster

shall be authorized to deduct the cost of penalty and damages from the IRD deposit.

In order to recover possession of the IRD(s) / VC(s) from the DPO, the DPO shall ensure

that the authorized personnel of the Broadcaster are allowed free and unobstructed

access to the premises of the DPO where the IRD(s) / VC(s) are installed and take

possession of the same. The DPO shall not interfere with such procedure when such

authorized personnel of the Broadcaster visit the premises during normal office hours.

It is expressly agreed between the Parties that the DPO’s right to receive and re-transmit

the Channel(s) shall be conditional upon the performance by the DPO of all the

obligations arising under this Agreement and mere possession of the IRDs and Viewing

Cards and making all payments relating to it, does not guarantee access to the

Channel(s).

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DPO covenants and undertakes to ensure the following with respect to each IRD and VC

provided by Broadcaster to the DPO:

(a) The IRD(s) / VC(s) shall be installed at a location approved by the Broadcaster in

writing and the same shall not be moved from the installation address, as specified

in hardware form, which shall be a secure location. The DPO grants the Broadcaster

the right at any time to enter the installation address to verify the presence of and

to inspect and test, each IRD and VC at the installation address. In the event an IRD

/ VC is missing, the Broadcaster will be entitled to take any action in law, including

under existing criminal laws, to recover the IRD / VC. Further, in the event an IRD /

VC is lost, misplaced, stolen, or is in any manner alienated from the DPO's

possession, the DPO shall immediately inform the Broadcaster of the same, with a

copy of the relevant report lodged with the law enforcement authorities. The DPO

shall also immediately initiate all steps that may be possible for the recovery of the

IRD / VC, including but not limited to legal action in a court of law. It is, however,

made abundantly clear that all costs incurred or to be incurred for the recovery of

the IRD / VC shall be borne solely by the DPO. In case the IRD / VC is not recovered,

the security deposit with the Broadcaster shall stand forfeited towards penalty and

damages and the DPO agrees that the Broadcaster shall be free to recover the

balance costs of the IRD / VC from the DPO.

(b) The IRD is not opened, tampered with or reproduced in any manner whatsoever. In

the event that the hologram seal affixed to the IRD is tampered with while the IRD

is in the possession of the DPO, the Broadcaster may suspend the channel(s) without

liability and such channel(s) will be restored only at the Broadcaster's discretion and

subject to the DPO paying a non-refundable re-activation fee of Rs. 5,000/- (Rs. Five

Thousand only) or higher plus applicable taxes as per the existing policies of the

Broadcaster on each such suspension. DPO acknowledges that the re-activation fee

is not a penalty. Upon such IRD seal being broken, the Broadcaster may take back

possession of the IRD and DPO's security deposit, as made by the DPO, shall stand

forfeited. Further, the Broadcaster shall be free to recover the balance cost of such

IRD from the DPO. The DPO agrees to use the IRD / VC only in accordance with the

technical specifications established by the manufacturer of the IRD / VC for the

installation and use of the IRDs.

not used for any purpose other than receiving the channel(s).

(d) In the event the DPO merges or amalgamates with another entity or ceases to

operate its Platform, the equipment supplied by the Broadcaster to the DPO shall be

returned forthwith to the Broadcaster. In case the equipments are damaged due to

negligence of the DPO, the Broadcaster shall be authorized to recover a penalty

equal to the actual repair cost from the DPO and in the event the equipment(s) are

beyond repair, the DPO shall be liable to pay to the Broadcaster, penalty equivalent

to the cost of such equipment(s) as on the date it was supplied to the DPO.

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14. CHANGE EVENT

The DPO shall not, without the prior written consent of the Broadcaster, directly or

indirectly, including through a subsidiary or Affiliate, enter into or propose to enter into a

Change Event, in which event, the Broadcaster reserves its right to deactivate / disconnect

the signals of its Channel(s) transmitted to the DPO as per Applicable Laws.

The DPO agrees and acknowledges that the DPO shall be entitled to connect or make

available the signals of the Broadcaster Channels through the Distribution System to any

independent DPO operating within the Territory the Permitted Digital Distribution

Platform (“Competing Entity”), only upon execution of a written agreement and clearance

of all the outstanding amounts payable by the Competing Entity to the Broadcaster until

such time the Competing Entity was availing the signals of Channels under their agreement

with the Broadcaster. Any breach by or on the part of the DPO with regard to this Clause

13 shall be construed as material breach of this Agreement causing substantial loss to

Broadcaster. It is therefore mutually agreed between the Parties that in addition to and

without any limitation on the remedies as may be otherwise available under Applicable

Law, the DPO shall be liable to pay the Broadcaster, the entire outstanding amounts

payable by the Competing Entity to the Broadcaster, within three (3) days from the

effective date of the Change Event involving the DPO and the Competing Entity.

15. SUBSCRIBER

MANAGEMENT

SYSTEM AND

SUBSCRIBER

REPORTS

The DPO shall maintain at its own cost a subscriber management system (“SMS”) which is

completely in sync with and is fully integrated with the Conditional Access System (“CAS”)

in line with the requirements of the Applicable Laws and is capable of at a minimum:

(i) maintaining a computerised customer database appropriately capturing the

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, returned and recorded in the SMS database for ongoing

administration;

(iii) handling all ongoing administrative functions in relation to Subscribers, including,

without limitation, activating and deactivating channel requests, billing and collection

of subscription payments, credit control, sales enquiries and handling of complaints;

(iv) obtaining and distributing receivers and smart cards, if applicable, to Subscribers, and

issue replacement smart cards from time to time in its discretion, and;

(v) enabling new Subscribers via the SMS over-the-air addressing system and disabling

defaulting Subscribers from time to time in its discretion.

The DPO warrants that any activation or de-activation of a subscriber’s Set Top Box shall

be processed simultaneously through both CAS and SMS. The DPO agrees to submit the

complete and accurate Subscriber Reports on or before the Subscriber Report Due Date

in the format specified in Annexure A of this Agreement. (“Subscriber Report”).

Subscriber Reports shall specify all information required including but not limited to the

number of Subscribers for each Channel, each Package in which a Channel is included,

monthly per subscriber distributor retail price of each of the Channel, composition of each

Package offered by the DPO and shall be signed and attested by an officer of the DPO of a

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rank not less than Head of Department / Chief Financial Officer who shall certify that the

information in the Subscriber Report is true and correct. If any Broadcaster’s Subscriber

has opted for more than one connection / STB, then all such additional connections should

also be reflected in the Subscriber Report.

The Subscriber Reports must be generated only through the integrated CAS and SMS

systems in a pre-defined read-only format, such as a PDF file, not capable of further editing

post generation from the system and sent via email to the Broadcaster as required under

the Notices clause of this Agreement.

The DPO shall maintain throughout the Term and for atleast minimum period of twenty

four (24) months thereafter (or for such period as required by Law) sufficient records to

enable the Broadcaster to verify and ascertain (i) veracity of the Subscriber Reports

supplied by the DPO pursuant to this clause, (ii) the payments due to the Broadcaster

hereunder, and (iii) the DPO’s compliance with its anti-piracy obligations as set out in this

Agreement.

The obligation of the DPO to provide to the Broadcaster the Subscriber Reports shall

survive termination of this Agreement until the Broadcaster receives the Subscriber

Reports for each relevant month for which any Subscription Fee is payable.

The Parties agree that timely submission of the Subscriber Reports shall be material

obligation of the DPO and time is an essence of the contract. The DPO recognizes that

delay of every single day in submission of Subscriber Reports shall amount to material

breach of this Agreement and would cause material and substantial loss to Broadcaster.

The Parties agree that any modifications made to the Subscriber Reports once submitted,

shall not be permissible unless otherwise expressly agreed to in writing by Broadcaster.

16. AUDIT

The Broadcaster’s representatives (including through an independent auditor) shall have

the right, once in a calendar year, to review and Audit the SMS, CAS, other related systems

and records of the DPO relating to the Channel(s) for the purpose of verifying the amounts

payable to the Broadcaster under the Agreement, the information contained in Subscriber

Reports and full compliance with the terms and conditions of this Agreement. The broad

scope of the said Audit is detailed in Annexure I of this Agreement read with the Applicable

Law as amended from time to time.

Provided that, if the Addressable System of the DPO does not meet requirements or that

the Broadcaster apprehends that it does not meet the requirements specified under the

Schedule III of the Interconnection Regulations, the Broadcaster shall have the right, once

in a calendar year, to Audit the SMS, CAS and other related system of the DPO by an

auditor empaneled by TRAI.

Provided that the DPO shall be under a legal obligation to revert within seven (7) days

after a request is received to Audit from the Broadcaster so that the Audit exercise can be

undertaken a date before the end of the fifteen (15) day period. In the event the DPO fails

to respond or provide a convenient date for Audit falling within a month of the request

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date, then in such an event, the Broadcaster shall at its discretion levy an additional charge

equivalent to ten percent (10%) of one month’s Subscription Fee paid by the DPO for the

previous month. For the avoidance of doubts, it is clarified that the additional charge of

10% as referred to above shall continue to be levied on a monthly basis until the Audit is

commenced and completed with full cooperation of the DPO and to the satisfaction of the

Broadcaster.

In the event an Audit reveals that the DPO has under-reported the number of Subscribers

or the Subscription Fee or has misrepresented any item or has failed to keep accurate and

complete records or has manipulated / tampered with the Subscriber Report:

i. The DPO shall make immediate payment of all amounts due as determined

pursuant to the Audit, plus Late Payment Interest thereon along with applicable

taxes. In the event the Audit reveals that the Subscription Fees due for any period

exceeds the Subscription Fee reported by the DPO by 2% or more, the DPO shall

in addition also pay the Broadcaster, the costs incurred in relation to the Audit

and take necessary steps to avoid such errors in future; and

ii. The Broadcaster shall have the option in its sole discretion (in addition to the

Broadcaster’s other rights and remedies under law or equity) to suspend delivery

of the Channel(s) and / or to terminate this Agreement as per Applicable Law, in

the event the DPO fails to make payment of all amounts due along with Late

Payment Interest and applicable taxes thereon and / or fails to take steps to avoid

recurrence of errors in reporting.

The DPO hereby agrees and acknowledges to offer necessary assistance to auditors and

Broadcaster’s representatives so that Audit can be completed in a time bound manner.

In the event during the Audit exercise it is found that the DPO has not informed the

Broadcaster in writing about any change / replacement of its existing SMS / CAS system

declared at the time of execution of the Agreement or in case where the DPO has

introduced or is making use of one or more SMS / CAS systems for which it has not

declared true and correct Subscriber count with the choice of channels subscribed by the

Subscribers, then in such an event, the Broadcaster shall at its discretion, charge for such

additional subscribers attributable to such supplementary / additional SMS / CAS systems

with a penalty @ 100% of the MRP plus applicable taxes for such channels from the

Commencement Date of the Agreement.

The DPO is obligated to maintain accurate, complete and up-to-date records of every

Subscriber’s details, details of the location of every STB, smart card, records and accounts

of billings including historical billing data, type of subscribers, sub-licenses, correct

conditional access log, SMS data, duly executed agreements with subscribers forms filled

by Subscribers, receipt books regarding payments from the Subscribers, books of accounts

and records reflecting all transactions relating to the services and authorizations of STB /

CPE, in particular the name, complete address, billing and payment details of all

subscribers (“Subscriber Records”). The DPO shall ensure that its SMS and billing software

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allows for monitoring and printing historical data relating to subscriber activation and or

de-activation, going back to at least two (2) consecutive preceding years at any point of

time.

The DPO shall at the request of the Broadcaster, send a report in respect of systems,

measures and compliances with the Audit clause of this Agreement. Such report shall be

authenticated by the agencies or vendors providing CAS software and SMS / billing

software. It is agreed between the Parties that neither the Broadcaster’s acceptance of

such information or payment, nor the Broadcaster’s inspection or Audit of the DPO’s

records or accounts shall prevent the Broadcaster from later disputing the accuracy or

completeness of the same. The DPO shall provide full cooperation to the auditors in order

to carry out the Audit including but not limited to granting necessary permissions required

to access DPO’s facilities and systems including but not limited to SMS, CAS, IT systems,

for successful Audit and also provide documents as may be required by the auditors for

successful Audit. DPO shall have no objection to auditors carrying / using their own

equipment(s), IT and other systems including but not limited to laptop, software and

hardware for conducting such Audit and shall be provided with free ingress and egress

from the premises wherein such Audit is conducted.

The SMS, CAS, billing, IT systems and all other Subscriber Records that are relevant for the

purpose of the Agreement shall be available for inspection and Audit by the auditor(s) (i)

at any time during normal business hours during the Term of the Agreement and for three

months after the termination of the Agreement, as the case may be, to ensure compliance

with the Anti-Piracy obligations of the DPO; and (ii) Immediately with prior written notice

during normal business hours to ensure compliance with all other terms of the Agreement

during the Term of this Agreement and for three months after the termination of this

Agreement.

Notwithstanding anything to the contrary contained herein, if during review and/or Audit

of the SMS, CAS, other related systems and records of SMS and CAS of the DPO, it is

revealed that the DPO has misrepresented any information contained in the Qualifying

Report or any item having a bearing on the computation of the opted Discounts and/or

the monthly Subscription Fee payable by the DPO, the Broadcaster shall be entitled to

revoke all the Discounts availed by the DPO and seek appropriate refund of the same along

with interest. This is without prejudice to the right of the Broadcaster to raise a demand

note.

The DPO also acknowledges and confirms that in the event the DPO confirms a date for

Audit of its system to the Broadcaster consequently the TRAI empaneled auditor

appointed by the Broadcaster along with Broadcaster’s representative reaches the DPO’s

headend on the scheduled Audit date and where the Audit is cancelled or postponed or

abandoned, due to any reason attributable to the DPO, in such a case entire cost of the

said Audit (including but not limited to cost towards travelling, lodging and boarding of

the entire team) shall stand to the account of the DPO as due and payable to the

Broadcaster. The DPO agrees to pay the aforesaid cost to the Broadcaster upon a demand

being raised by the Broadcaster on the DPO in this regard.

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17. ADVERTISING AND

PROMOTION

The Broadcaster grants to the DPO the non-exclusive, revocable and non-assignable right

during the Term to use the Channel Marks solely in connection with DPO’s advertising and

promotion of the Channel(s) as available on its Platform and in a manner that has been

pre-approved by the Broadcaster. The DPO shall use its best efforts to promote an

awareness of the channels among its Subscribers and potential subscribers.

The DPO agrees to give:

1. an equivalent amount of marketing support for the Channel(s) as it provides to

other channels of the same genre;

2. similar treatment to Channel(s) in all advertising material whereby Channel logos

and / or names appear with the logos and names of other channels in terms of

size and prominence and page taking into consideration context; and equal

opportunity to the Channel(s) for participation in events and promotions that DPO

undertakes subject to commercial agreement for each event.

3. The DPO shall explicitly and in a non-discriminatory manner communicate to the

Subscribers of the Platform in all its publicity and promotional material, the

manner in which the Channel(s) are being offered to them.

The Broadcaster may, from time to time, undertake marketing tests and public polls or

other research in connection with the Channels. DPO shall cooperate with the Broadcaster

in such research by making available information reasonably requested by the

Broadcaster.

18. INTELLECTUAL

PROPERTY

The Broadcaster shall have the sole right and privilege to determine which events and

programmes, advertisements, messages and the like shall be included in Broadcaster’s

Channels.

The DPO acknowledges that all Intellectual Property including Channel Marks and

associated marks and names (and the names of programs which appear in the Channels

and the content thereof) are and shall remain the exclusive property of the Broadcaster.

The DPO agrees and undertakes to distribute the Channel(s) in their entirety in the same

manner as the Channel(s) are delivered by the Broadcaster without any cutting, editing,

dubbing scrolling or ticker tape, interruptions, picture squeezing or resizing, insertion of

graphic or animated overlays, pull thoughts or crawls, deletion or variation, substituting

or any other modification, alternation, addition, deletion, variation or other interference

or interruption in any manner.

The DPO shall keep fully confidential and shall not publish or disseminate any material or

information, which violates any conditions imposed by the Broadcaster and disclosed to

the DPO for the purpose of this Agreement. The DPO acknowledges and agrees that the

DPO shall have right to use the Channel Marks to promote the Channel(s) through

programme guide, programme listing, internet website and for the purpose of displaying

the EPG, if any.

The DPO has not and shall not acquire any proprietary or other rights or interests therein

-27-

by reason of this Agreement. The Broadcaster shall have the sole discretion to approve

the use of such Channel Marks by the DPO with respect to the programmes included in

the Channels. The DPO shall keep fully confidential and shall not publish or disseminate

any material or information, which violates any conditions imposed by the Broadcaster

and disclosed to DPO by Broadcaster for the purpose of this Agreement.

All rights to the Channel(s) and its contents are specifically reserved to the Broadcaster,

and DPO shall not have any claim over the same.

Notwithstanding anything contained in this Agreement, the DPO agrees that the

Broadcaster, its parent, successors, assigns or any entity that owns or controls the

Broadcaster directly or indirectly during the Term hereof or for any extension, may re-

name or re-brand the Channels in its sole discretion.

However, the DPO can use the Channel Marks to promote the Channels through

programme guide, programme listing and for the purpose of displaying the electronic

program guide. The DPO shall use its best efforts to promote awareness of the Channels

among its subscribers and potential subscribers.

19. DELIVERY &

SECURITY

The DPO shall install decoding equipment and all other equipment necessary to receive

and distribute the Channel(s), at its own cost and expense.

All Channel(s) must be delivered by the DPO to the Authorized Subscribers in a securely

encrypted manner and without any alteration, editing, delays, interruptions, picture

squeezing, pull through or crawls, except as authorized by the Broadcaster in advance in

writing.

It is expressly clarified that that the DPO shall offer all / any Channel(s) at all times as a

linear television service only on 24 hours per day, 7 days per week, 365 days a year basis.

Further the Channel(s) shall be offered on as-is basis and shall not be offered on basis of

any specific event, sporting event, programming, or specific screening or for specific hours.

The transmission specifications and infrastructure allocated by the DPO in respect of the

broadcast signal of the Broadcaster’s Channels by DPO to its Subscribers shall be no worse

than that of the cable signal of any other channel within the same genre on its Platform.

The DPO’s transmitting facilities shall be fully capable of individually addressing

subscribers on a channel-by channel and decoder-by-decoder basis.

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The Broadcaster shall provide the requisite number of Integrated Receivers and Decoders

(IRDs) subject to payment of stipulated processing fees, interest free security deposit per

IRD and AMC Charges along with applicable taxes as per the conditions laid down in the

Telecommunication (Broadcasting and Cable) Services Standards of Quality of Services and

Consumer Protection (Addressable Systems) Regulations, 2017 dated 03

March 2017 (as

amended from time to time) and the details particularly set out in Annexure G.

Where the DPO shares its platform infrastructure with any other DPO or where the DPO

avails the infrastructure facility from any other DPO (if permitted under Applicable Law),

the same shall be in accordance with and complete compliance with: (i) the Guidelines for

providing HITS broadcasting service in India formulated by MIB; (ii) Guidelines/Regulations

for sharing of infrastructure by DPOs as formulated by TRAI, MIB and as amended from

time to time.

20. OBLIGATIONS OF

THE DPO

The DPO shall, at its own cost and expense, receive the Channel (s) from designated

satellites and re-transmit the Channel(s) through its Permitted Digital Distribution

Platform to the Broadcaster’s Subscribers in the Territory.

Irrespective of the DPO’s collection of its invoiced monthly amounts from the

Broadcaster’s Subscribers in a timely manner, the DPO shall pay the Subscription Fee

within the Payment Due Date prescribed in this Agreement.

Subject to technical and operational feasibility, the DPO, as the case may be, shall provide

the Channel(s), on non-discriminatory basis, to every active Subscriber making a request

for the Channel(s), on receipt of such request by the DPO.

The DPO shall, in a non-discriminatory manner, ensure re-transmission of such high-

quality encrypted signals of the Channel(s) through DPO’s Permitted Digital Distribution

Platform to the Broadcaster’s Subscribers as are equal to the signal quality of other

channels re-transmitted through the DPO’s Platform to all active Subscribers. In any event,

the signal re-transmission quality of the DPO’s Permitted Digital Distribution Platform shall

be at par with the then prevailing industry standards.

The DPO shall take all necessary action to prevent unauthorized access of the Channel(s)

through its Platform and shall regularly provide to the Broadcaster with updated piracy

reports.

The DPO shall ensure that none of the Channel(s) shall be disadvantaged or otherwise

treated less favorably in any manner by the DPO with respect to Channels of other

broadcasters.

The DPO shall obtain from the Broadcaster the EPG/FPCs for the Channel(s) and the DPO

shall ensure that such EPG/FPCs are displayed on the EPG of the DPO’s Platform at all

times during the Term.

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The DPO agrees to abide by the applicable GST laws, rules and procedures and indemnifies

the Broadcaster from any claims and / or liabilities that may arise on account of DPO’s

violation of the applicable GST laws. The DPO 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 Subscription Fee.

Prior to the DPO discontinuing re-transmission of any Channel(s) because of monthly

subscription percentage for such Channel being less than the discontinuation threshold

calculated as per Schedule VIII of the Interconnection Regulations, in each of the

immediately preceding six consecutive months, the DPO shall provide fifteen (15) days’

prior written intimation to the Broadcaster along with all supporting data and information

including the Subscribers Report.

The DPO undertakes that it shall be solely responsible for its dealings with the Subscribers

and shall be liable for any claims, actions, demands or proceedings by the Subscribers

arising out of the actions or omissions of the DPO or any of its representatives, agents,

employees, or consultants.

The DPO shall make the payment of monthly Subscription Fee irrespective of the DPO’s

collection of the invoices monthly Subscription Fee from its sub-

DPO/affiliate/LCOs/subscribers in a timely manner, the DPO shall pay the monthly

Subscription Fee on or before the Due Date prescribed in this Agreement.

21. ANTI-PIRACY

In order to prevent theft, piracy, unauthorized re-transmissions, re-distribution or

exhibition, copying or duplication of any Channel, in whole or in part, (hereinafter

collectively referred to as “Piracy”), the DPO shall, prior to the commencement of the

Term of the Agreement and at all times during such 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”) as may be specified (security specifications), in writing, from

time to time, by the Broadcaster.

To ensure the DPO’s ongoing compliance with the security requirements set out in this

Agreement, the Broadcaster may require technical audits (“Technical Audits”) conducted

by an independent security technology auditor approved by the Broadcaster in writing not

less than once per year during the Term. If the results of any Technical Audit are not found

to be satisfactory, the Broadcaster may, in its sole discretion, suspend the DPO’s right to

distribute the Channel(s) or take other actions as provided under this Agreement, until

such systems, procedures and security measures have been corrected to the Broadcaster’s

satisfaction. The DPO 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

DPO to the Broadcaster’s satisfaction. For every Technical Audit, DPO shall make available

all the data, records, systems information and details for inspection as required by the

empaneled auditor or the authorized representative of the Broadcaster in this regard.

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The DPO shall deploy Fingerprinting mechanisms to detect any piracy, violation of

its Platform at least every 10 minutes on 24 x 7 x 365 basis.

The DPO shall not authorize, cause or suffer any portion of any of the Channel(s) to be

recorded, duplicated, cablecast, exhibited or otherwise used for any purpose other than

for distribution by the DPO at the time the Channel(s) are made available. If DPO becomes

aware that any unauthorized third party is recording, duplicating, cable-casting, exhibiting

or otherwise using any or all of the Channel(s) for any other purpose, the DPO shall within

ten minutes of so becoming aware of such recording, duplicating, cablecasting, exhibiting

or otherwise using any or all of the Channel(s) for any other purpose, notify the

Broadcaster and the DPO shall also switch off the concerned Set Top Box to prevent such

unauthorized use.

If so instructed in writing by the Broadcaster, the DPO shall shut off or de-authorize the

transmission to any unauthorized subscriber / subscriber indulging in piracy, within ten

minutes from the time it receives such instruction from the Broadcaster. Any

communication under this clause shall be considered as valid Information only if (i) the

Information is sent through e-mail in a format as mutually agreed by the parties 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 representatives

through other means of communications such as telephonic message, fax etc. and the said

“Information” shall later be confirmed by the Broadcaster through e-mail and the DPO

shall be under obligation to act upon such Information.

DPO shall comply with the anti-piracy requirements (“Anti-Piracy Requirements”)

detailed in Annexure B of this Agreement and such other anti-piracy requirements as are

notified by the Broadcaster to the DPO in writing from time to time.

22. BROADCASTER’S

SUSPENSION

RIGHTS

Subject to any Applicable Laws, the Broadcaster shall have the right to suspend delivery

of the Channel(s) to the DPO forthwith / after giving notice in terms of the applicable Law,

in the event of:

i. a material breach related to Subscription Fee if the same is not paid by the DPO

by the due date;

ii. a material breach related to anti-piracy; or

iii. any other material breach of this Agreement not related to anti-piracy / non-

payment of Subscription Fee.

iv. Any material breach of the Agreement which in Broadcaster’s sole opinion is not

capable of remedy.

v. Revocation, termination or suspension of the DPO’s License or any other material

license necessary for DPO to operate its Platform.

vi. If there is change in the ownership, management or control of the DPO which is

not pre-approved by the Broadcaster.

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23. ALTERATION OF

CHANNELS

The DPO agrees to carry each of the Channel(s) in their entirety, in the order and at the

time transmitted by the Broadcaster, without any editing, delays, alterations,

interruptions, picture squeezing or re-sizing, dubbing, scrolling or ticker tape, insertion of

graphic or animated overlays, pull-throughs or crawls, deletions or additions blacking out,

substituting or any other modification, except as authorized by Broadcaster hereunder

and for any EPG / programme related information, interactive service or platform related

functionality.

The DPO also agrees and undertakes that it shall not superimpose or otherwise insert any

advertisements, promotions, programmes, data and content whatsoever either of its own

or that of any other channel before / during / after or along with the content of the

Channel(s) except as authorized by the Broadcaster.

The DPO shall not reconfigure, combine, alter, edit, manipulate, dub, sub-title or

repackage the Channel(s) for any purpose whatsoever. The DPO undertakes not to copy

and / or store any content available on any of the Channel(s) on any storage device in any

medium.

The DPO may, subject to the Applicable Law, insert scrolls or text line messages that shall

appear on the bottom of the screen in order to communicate with its Subscribers only in

case: -

(a) where it is so required by any regulatory or Governmental authority; or

(b) any change in its channel offerings or impending disconnection or any disruption in

the supply of the Channel(s).

Provided that the aforesaid scrolls or text line messages shall also appear on the closest

competition channels in the respective genres on a non-discriminatory basis. It is further

agreed that the DPO shall not insert any independent advertising on the Channel(s) and

shall not superimpose or otherwise modify or alter in any manner any trademarks, channel

marks, names, logos, or copyright appearing on the Channel(s). However, subject to the

foregoing, the DPO is allowed to add / insert its own trademark, logo, name or other

insertion of similar nature in the form of translucent watermark, while transmitting / re-

transmitting the signals, provided that any of such insertions do not appear at more than

one place in any frame and provided further that such insertions are also made on the

closest competitive channels in the respective genres on a non-discriminatory basis as

regards their placement, size etc. The DPO shall further ensure that the trademark, logo,

name, watermark so inserted by it shall not be more prominent than the respective

Channel(s)’s name, logo, marks, etc. and shall not obscure or overlay the Channel(s)’ logo,

name, marks or any programme appearing on the Channel(s).

The Broadcaster reserves the right to alter the Channel(s), including the name and logo of

the Channel(s) and the programming exhibited on the Channel(s).

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24. TERMINATION

Either Party may terminate this Agreement by giving a prior Disconnection notice, subject

to Applicable Law, to the other in the event of:

a) Material breach of this Agreement by the other Party which has not been cured within

twenty-one (21) days of being required in writing to do so; or

b) in the event of insolvency of the other Party, or if the other Party enters into an

arrangement or composition with its creditor(s), or if a receiver of the other Party’s

assets is appointed; or if a resolution is passed by the board and shareholders of the

other Party to wind-up its business and file for voluntary winding up before the court

/ tribunal; or

c) The license or any other material license necessary for the DPO to operate its Platform

service being revoked or surrendered or cancelled for any reason whatsoever at any

time.

The Broadcaster shall have the right to terminate this Agreement on written notice of 21

days to the DPO if: (i) the DPO breaches any of the terms of this Agreement; or (ii) the

Broadcaster discontinues the Channel(s) with respect to all distributors in the Territory.

The DPO shall have the right to terminate this Agreement on written notice to the

Broadcaster if the DPO discontinues its business and provides at least ninety (90) days’

prior written notice.

Broadcaster to have a right to terminate the Agreement with immediate effect without

any notice, in the event the DPO or any of its Related Companies falls in the list of

sanctioned countries, organizations or individuals by OFAC (Office of Foreign Asset

Control) or any other department of US Government and / or EU Commission.

The procedure for disconnection of signals of the Channels shall be subject to provisions

contained in the Interconnection Regulations dated 03

March 2017 notified by TRAI, as

amended from time to time.

In the event the IRD Box / CAM or viewing card is / are transferred to any other location

in breach of this Agreement, the Agreement shall automatically terminate without

prejudice to any other rights, entitlements and remedies of the Broadcaster under this

Agreement or Law.

The Broadcaster shall have the right to disconnect the Channel(s) provided to the DPO at

any time by giving a prior notice of twenty-one (21) calendar days, specifying the reasons

for such disconnection.

The right of the Broadcaster to terminate this Agreement shall be in addition to, and

without prejudice to any other rights or remedies available to the Broadcaster under this

Agreement or Law.

Effect of Termination

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Upon expiration or termination of this Agreement, all rights granted to and obligations

undertaken by the Parties under this Agreement shall terminate immediately except-

i. DPO’s obligations to pay the Subscription Fees accrued under the Agreement upon

or prior to expiration or termination of the Agreement;

ii. The indemnity obligations of the Parties;

iii. The confidentiality obligations of the Parties; and

iv. Such other rights as may accrue to the Parties under Applicable Laws.

In addition, the DPO shall forthwith-

i. Cease to use the Intellectual Property Rights of the Broadcaster and shall sign such

confirmation of cessation of use of such Intellectual Property Rights as the

Broadcaster may require;

ii. Cease to provide or distribute / transmit the Broadcaster’s Channels to the

Subscribers;

iii. Return to the Broadcaster the IRDs and VCs;

iv. The DPO shall prepare and deliver to the Broadcaster a final Subscriber Report

relating to amounts due to the Broadcaster forthwith;

v. All promotional materials of the Broadcaster and / or confidential Information

which are in the possession of the DPO or under its control shall be returned to the

Broadcaster or be otherwise disposed off in accordance with the Broadcaster’s

directions.

The expiry or termination of the Agreement shall be without prejudice to any rights, which

have already accrued to either Party under the Agreement prior to the date of expiry or

termination.

The Parties shall immediately cease to make any representations that they are associated

with each other in the Territory.

The termination of the Agreement shall not absolve the DPO of its obligations and

stipulations under the Agreement.

Termination of this Agreement shall not affect any continuing obligations of each of the

Parties, including any rights and obligations relating to indemnification and Audit.

25. REPRESENTATIONS

& WARRANTIES

Each Party represents and warrants to the other Party that:

(a) each of them is a duly incorporated and is a validly existing company under

applicable Law and has full authority and all rights (including necessary licenses

and approvals from competent authorities) necessary to perform its obligations

under this Agreement.

(b) upon execution, the Agreement shall be legally binding on such Party and

enforceable against such Party and will not result in any violation of any applicable

-34-

Law;

all approvals and consents necessary to perform its obligations under this

Agreement and operate the business it is conducting in connection with this

Agreement, as applicable and no consent, authorization, license or approval of

any Governmental Authority that has not been applied for or obtained is required

to authorize the execution, delivery, or performance of this Agreement.

The DPO undertakes, represents and warrants to the Broadcaster that:

(a) the DPO has conducted its business at all times in accordance with applicable

Laws in all material respects and the terms of each license, registration and permit

held by it and has obtained all the licenses, permits, registrations from any

Governmental Authority required under applicable Law for the DPO to operate

the Platform within the Territory and has submitted all documents as detailed in

Annexure C of this Agreement. The registration or license to operate the

Distribution System within the Territory and all other necessary supporting

documents, including licenses or registrations of all sub-DPOs are valid and shall

continue to remain valid during the Term of this Agreement. The DPO confirms

that it shall abide by the Cable TV Act, and Interconnection Regulations and shall

duly inform the Broadcaster in the event of any changes or termination in its

registrations. Any failure on the part of the DPO to inform Broadcaster in the

event of any such change within 10 (ten) calendar days of such change shall be

construed as a material breach of this Agreement;

(b) the DPO has not received any written notice from any Governmental Authority

with respect to any violation of any applicable Law and no fact or circumstance

exists which is likely to lead to any license, registration or permit which is material

to the Distribution System of the DPO being revoked, varied, cancelled,

suspended or not renewed;

meet the requirements of applicable Laws and regulations, as amended from time

to time, and this Agreement. The DPO shall not generate or retransmit any

unencrypted signals or feeds from its Head End;

(d) it shall not pledge, charge or encumber or in any way part with the possession of

the equipment without the prior written permission of Broadcaster and shall not

remove / shift any equipment used to avail the Channel(s) from the address

referred to in the Agreement, without the prior written consent of the

Broadcaster;

(e) it shall not shift, remove, modify, misuse or tamper with the equipment used to

avail the Channel(s) including the paper seal to prevent opening of the equipment

or any signals emanating therefrom, in a manner that prevents the identification

-35-

of the equipment number or interferes with the signals emanating therefrom;

(f) it shall not distribute the Channel(s) other than by itself or through any LCO

detailed in Annexure D of this Agreement hereto or otherwise deal with the

Channel(s) except as expressly authorized under this Agreement. It is hereby

clarified that the DPO shall offer the Channel(s) to its Subscribers on a-la-carte

basis, and may also offer such Channel(s) within and as part of Subscriber

Package;

(g) it shall not distribute the Channel(s): (i) outside the Territory; and (ii) to any other

Person other than to the Subscriber as specifically defined under this Agreement;

(h) it has the appropriate net worth, good and paying Subscriber base, necessary

infrastructure including office, support staff and the equipment for running the

Distribution System smoothly and efficiently so as to enable the DPO to discharge

all its obligations under this Agreement. The DPO further represents that it is not

in breach of any contractual obligation with respect to other service providers

with whom it is connected;

(i) all information provided by the DPO to the Broadcaster in connection with this

Agreement has been provided in good faith. All information which has been

provided by the DPO to the Broadcaster in connection with this Agreement is true

and accurate, and such information does not omit to state a material fact

necessary to make the statements therein, in light of the circumstances in which

they are made, not misleading;

(j) the DPO has not received any petition for, and no order has been made or a

resolution been passed for the winding up of the DPO or for the appointment of

any provisional liquidator or administrator over any or all the assets of the DPO

or the suspension of payments, a moratorium of any indebtedness, winding-up,

dissolution, administration or re-organization (by way of voluntary arrangement,

scheme of arrangement or otherwise) of the DPO and no analogous procedure or

step is being taken or is pending or threatened in any jurisdiction. No receiver has

been appointed in respect of the whole or any part of any of the assets of the

DPO;

(k) there are no legal proceedings pending against the DPO, which would materially

affect the ability of the DPO to perform its obligations under this Agreement;

(l) DPO or any of its Affiliate or shareholder or related companies do not fall under

the list of sanctioned countries, organizations or individuals by OFAC (Office of

Foreign Asset Control) or any other department of US Government and / or EU

Commission;

(m) DPO will be solely liable for compliance of all applicable Laws, rules, regulations, etc.

including but not limited to Interconnection Regulations, Tariff Order, Anti-Piracy

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obligations, Cable Television Networks (Regulation) Act, 1995, data privacy laws

and use of sensitive personal information that may be collected by the DPO;

(n) the provisions of this Clause shall also apply to all LCOs / sub-DPOs of the DPO

who are distributing the Channel(s) through the Distribution System in the

Territory. The breach of any of the above shall constitute a material breach of this

Agreement and shall entitle the Broadcaster to terminate this Agreement. The

rights of the Broadcaster under this Clause shall be in addition to and without

prejudice to any other rights available to it in Law or under this Agreement.

26. ACKNOWLEDGEMEN

T BY THE DPO

DPO understands and acknowledges that

a. Broadcaster is offering the Channels on ‘as-is where-is’ basis without warranties of any

kind whatsoever, express or implied, including in relation to the quality,

merchantability, fitness or that the services / signals will be error free or uninterrupted

for the purpose envisaged in this Agreement;

b. Broadcaster reserves the right to remove any Channel from the list of available

Channels at any time if it ceases to distribute such Channel. In the event Broadcaster

discontinues distribution of any Channel chosen by the DPO during the Term, such

Channel shall stand withdrawn from Broadcaster’s offering without any further

obligation or liability on part of Broadcaster;

c. Broadcaster reserves the right to alter the Channels, including the name and logo of

the Channels and the programming exhibited on the Channels;

d. the Broadcaster shall have the right to change: (i) the satellite carrying each of the

Channels’ signals, (ii) the delivery system, and / or (iii) the encryption technology used

for the Channels. In the event the DPO is advised by Broadcaster of any change in the

satellite transmitting any of the Channels, the DPO shall make all necessary

arrangements to ensure continued access to the Channels, provided that the

Broadcaster shall not be liable to the DPO or its Subscribers for any failure on their

part to access the Channels as a result of any such change; and

e. The DPO shall make no use, nor authorize or permit others to make use of the

Channels or of the programming on the Channel(s) other than as expressly set forth in

this Agreement. If the DPO distributes any or all of the Channels in a manner not

authorized or for a purpose not specifically provided for by the Agreement, then

Broadcaster shall, notwithstanding anything contained elsewhere, have the right in its

sole discretion to either immediately suspend the transmission of any or all of the

Channels to the DPO and / or terminate the Agreement.

27. INDEMNITY &

LIMITATION OF

LIABILITY

DPO shall indemnify, defend and hold harmless the other Party and its parent, officers,

directors, employees and agents against and from any and all third party claims, lawsuits,

costs, liabilities, judgments, damages and expenses (including but not limited to

reasonable attorneys’ fees) arising out of any breach by the DPO of any provision herein.

The Broadcaster shall not be liable to the DPO, any Subscriber or to any third party,

whether under contract, tort or otherwise, for any indirect, special, incidental or

consequential damages or for any lost profits, business, revenues or goodwill arising out

of or in connection with this Agreement or the provision of the Channels or inability to

provide the same whether or not due to suspension, interruption or termination of the

-37-

Channels or for any inconvenience due to deprival of any programme or information

whether attributable to any negligent act or omission or otherwise. Notwithstanding

anything contained herein to the contrary, the aggregate liability of the Broadcaster and

its Affiliates to the DPO for any and all loss, damage, cost and expense arising out of or in

connection with (and whether arising before or after termination of) this Agreement,

whether in contract, tort (including negligence), pre-contract or other representations or

otherwise, shall not exceed the sum equal to the monthly Subscription Fee for the last

month actually paid by the DPO to the Broadcaster under this Agreement.

The DPO undertakes that it shall be solely responsible for dealings with the Subscribers or

Commercial Subscribers and shall be liable for any claims, actions, demands or

proceedings by the Subscribers arising out of the actions or omissions of DPO.

28. ASSIGNMENT

Notwithstanding anything to the contrary contained in this Agreement, the DPO shall not

in any manner have the right without the prior written consent of the Broadcaster except

by operation of law (subject to all of the Broadcaster’s rights surviving), to assign, transfer,

convey, delegate or sub-contract this Agreement or any of its rights or obligations

hereunder. The Broadcaster may assign or transfer its rights or obligations under the

Agreement to any party acquiring all or a substantial portion of its business or to any

corporation or entity controlling, controlled by, or under common control with the

Broadcaster at its sole discretion without an obligation to inform the DPO.

29. NO AGENCY

Nothing contained in this Agreement shall create any partnership or joint venture or the

relationship of employer and employee or an agent and principal between the parties.

Neither party shall have any right or power to obligate, bind, or commit the other to any

expense, liability, or matter other than as specifically and expressly agreed in the

Agreement.

30. GOVERNING LAW &

JURISDICTION

The Parties agree that this Agreement is governed and construed under the substantive

Laws of India.

The Parties agree that the TDSAT shall have the exclusive jurisdiction in respect to any

dispute between the Parties arising out of or in connection with this Agreement. Nothing

contained in this Agreement shall be construed as restricting or limiting the right of

Broadcaster to take action for violation of its rights under all Applicable Laws.

31. ENTIRE AGREEMENT

This Agreement, together with the annexures, tables and schedules thereto, contain the

entire understanding of the Parties with respect to the subject matter hereof and

supersede all prior agreements and understandings, oral or written, with respect to such

matters, which the Parties acknowledge have been merged into such documents,

annexures, exhibits and schedules.

32. SURVIVAL

The Parties shall have no further obligations or rights under this Agreement after the end

of the Term, without prejudice to any obligations or rights which have accrued to either

Party at the end of the Term. All provisions of this Agreement, the survival of which is

necessary for the interpretation or enforcement of such provisions and the Agreement,

shall continue to have effect after the end of the Term.

33. CUMULATIVE

REMEDIES

All rights and remedies of either Party hereto are cumulative of each other and of every

other right or remedy such Party may otherwise have at law or in equity, and the exercise

of one or more rights or remedies shall not prejudice or impair the concurrent or

subsequent exercise of other rights or remedies.

-38-

34. SPECIFIC

PERFORMANCE

The DPO agrees and acknowledges that damages in certain circumstances may not be an

adequate remedy for Broadcaster. The Broadcaster shall be entitled to an injunction,

restraining order, right for recovery, suit for specific performance or such other equitable

relief as a court may deem necessary or appropriate to restrain the DPO from committing

any violation of this Agreement or to enforce the performance of the covenants,

representations and obligations contained in this Agreement. These injunctive remedies

are cumulative and are in addition to any other rights and remedies Broadcaster may have

at law or in equity, including without limitation, a claim for damages.

35. GUARANTEE

The DPO shall procure that its permitted and authorized sub-DPOs who are operating in

the Territory comply with the terms of this Agreement and perform their obligations

hereunder. The DPO guarantees the performance of the obligations of its permitted and

authorized sub-DPOs under the terms of this Agreement. Any breach or default of this

Clause by the permitted and authorized Affiliate and sub-operator shall constitute a

material breach by the DPO of the terms of this Agreement.

36. SEVERABILITY

If any provision of this Agreement is held by any court of competent jurisdiction or

government authority to be illegal, invalid, or unenforceable, then such invalidity or

unenforceability shall not affect the remaining provisions of this Agreement, which will

remain in full force and effect.

37. REGULATORY

INTERVENTION

In the event that there is any change in any applicable Law, statutes, enactments, acts of

legislation or parliament, ordinances, rules, bye-laws or regulations of any government or

statutory authority in India including but not limited to the MIB, TRAI, BIS, etc. or any final

un-appealable order of any competent court or tribunal which would have a material

effect on the rights and obligations of either of the Parties, as set forth in this Agreement,

then the Parties shall discuss and mutually agree to amend the relevant provision of the

Agreement so as to give effect to the then prevailing legal and regulatory position, by an

amendment to this Agreement duly reduced in writing.

38. COMPLIANCE WITH

ANTI-CORRUPTION

LAWS

The DPO shall comply with all applicable laws, rules or regulations (whether international,

federal, state or local), including without limitation the requirements of the U.S. Office of

Foreign Assets Control, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the

Prevention of Corruption (Amendment) Act, 2018 and any analogous sanctions and / or

anti-corruption laws, rules or regulations. Further, DPO agrees to comply with Client’s

Code of Ethics and is aware and agrees to make its employees and any other individuals

who perform services under this Agreement aware, of the existence and availability of

Client’s ethics hotline to report any ethics concerns that they may observe in their dealings

with the Client. Client’s Code of Ethics is available on the Client’s corporate website and

the Client’s ethics hotline, which is available at discovery.ethicspoint.com.

39. CONFIDENTIALITY

Save for the existence and terms of this Agreement, the Parties shall not in any manner

disclose to any third party any matters relating to the course of dealings between the

Parties including all Subscriber related information or any information pertaining to the

business of the DPO / Broadcaster, except on a need-to-know basis to auditors (as a part

of normal reporting procedure), attorneys, Affiliated companies, parent and holding

company employees, directors, officers, consultants, investors or lenders, or potential

investors or lenders, and as may be required by any applicable government agency,

regulatory body or court.

40. FORCE MAJEURE

i. If on account of a Force Majeure Event, either Party cannot perform its obligations

-39-

for more than forty-five (45) days, then either Party shall be entitled to terminate

this Agreement forthwith or by providing a notice of as many days as may be

prescribed under the Agreement.

ii. The Party suffering the Force Majeure Event must promptly notify to the other

Party in writing (i.e. within 48 hours) the nature of the Force Majeure Event, its

impact and the mitigation plan. No such notice shall be necessary in case a

regulation having the force of law which applies to the Parties upon its notification

or publication for general information and qualifies as a Force Majeure Event.

iii. Broadcaster shall not incur any liability if the Broadcaster fails to transmit or make

available the Channels on account of Force Majeure Event. For the avoidance of

doubt, if this Agreement is terminated pursuant to this Clause 39, neither Party

shall have any liability to the other as a result of such termination (provided that

rights and liabilities which accrued prior to such termination shall continue to

subsist). Notwithstanding the foregoing or any stipulation to the contrary

contained in this Agreement, the Subscription Fee shall accrue and be payable by

the DPO for the period during which the Force Majeure Event continues and / or

until the Agreement is terminated by Broadcaster hereunder.

41. AMENDMENTS

No amendment / variations / modifications to this Agreement shall be valid unless agreed

to in writing and signed by the authorized signatories of each Party.

42. WAIVER

No waiver of any breach of any provision of this Agreement shall constitute a waiver of

any prior, concurrent or subsequent breach of the same or any other provisions hereof,

and no waiver shall be effective unless made in writing and signed by an authorized

representative of the waiving party. No failure or delay by a Party in exercising any right,

power, claim or remedy under this Agreement or under law shall operate as a waiver

thereof, nor shall any single or partial exercise of the same preclude any further exercise

thereof or the exercise of any other right, power or remedy.

-40-

43. NOTICES

All notices must be sent in writing, during working hours, by personal delivery or courier

or registered post or email to such address of Broadcaster and DPO as specified in the first

and second page of this Agreement, unless otherwise notified in writing by either Party. A

notice will be deemed to have received by the other Party: (a) immediately when delivered

via email or by personal delivery; (b) on the 2

business day when sent by courier; and (c)

fifth business day when sent by registered post.

44. ANNEXURES

The following Annexures (which are annexed separately) shall form part of this

Agreement:

1. Annexure A – Report Formats

2. Annexure B – Anti-piracy obligations and Content Protection Systems

3. Annexure C – Documents/Information to be submitted by DPO

4. Annexure D – List of channels and bouquets

5. Annexure E – Term and Territory

6. Annexure F – Incentive

7. Annexure G – Equipment Details

8. Annexure H – Tax Clauses

9. Annexure I – Scope of Audit

IN WITNESS WHERE OF, this Agreement is entered into as of the date first set forth below.

FOR & ON BEHALF OF

DISCOVERY COMMUNICATIONS INDIA

FOR & ON BEHALF OF

THE DPO

Name:

Title:

-41-

ANNEXURE A

REPORT FORMATS

A: Monthly Subscription Reports of channels or bouquets to be provided by the DPO to

Broadcaster.

Reported Month

: ______________

Year: ________________

Date of generation of Report: _____________

Date of submission of Report by the DPO: ____________

Total average SD universe for a given month: __________

Total average HD universe for a given month: ___________

A.1Monthly subscription of a channel or bouquet shall be arrived at, by averaging the number

A c t i v e

Subscribers subscribing that channel or bouquet (

“Monthly Average Subscriber

Level”)

, as the case may be, recorded four times in a month, as

provided in table-1 and

table-2 respectively. The number of Subscribers shall be recorded at any point of time

between

19:00 HRS to 23:00 HRS of the day.

Table 1- Monthly subscription for a-la-carte channels

No.

Name

the

chann

Number of

uniq ue

Activ e

Subscribers

the

Subscribed

Channel on

7th

day of

the month

Number of

uniq ue

Activ e

Subscribers

the

Subscribed

Channel on

14th

day of

the month

Number of

uniq ue

Activ e

Subscribers of

the Subscribed

Channel on

21st

day of the

month

Number of

uniq ue

Activ e

Subscribers of

the Subscribed

Channel on

28th

day of

the month

Monthly

ave r ag e

subscribers

the

Subscribed

Channel

(1)

(2)

(3)

(4)

(5)

(6)

(7)= [(3)+(4)+

(5)+(6)]/4

-42-

Table 2- Monthly subscription for bouquets of pay channels

No.

Nam

e of

the

Sub

scri

bed

bouq

uet

Name of

Subscribed

Channels

forming

part of

Subscribed

Bouquet

Number of

uniq ue

Activ e

Subscribers

the

Subscribed

Bouquet on

7th

day of

the month

Number of

uniq ue

Activ e

Subscribers of

the Subscribed

Bouquet on

14th

day of the

month

Number of

uniq ue

Activ e

Subscribers

the

Subscribed

Bouquet on

21st

day of

the month

Number of

uniq ue

Activ e

Subscribers

of the

Subscribed

Bouquet

on 28th

day of the

month

Monthly

avera ge

subscribers

the

Subscribed

Bouquet

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)=[(4)

+(5)+(6)+(7)

]/4

Table 3 - Monthly subscription for DPO Bouquets

No.

Name

the

DPO

Bouque

Broadcas

ter

Bouquet

(s) that

are part

of the

DPO

Bouquet

Broadcas

ter A la

carte

channel(

s) that

are part

of the

DPO

Bouquet

Number of

uniq ue

Activ e

Subscriber

s of

the

Subscribed

DPO

Bouquet on

day of

the month

Number

uniq ue

Activ e

rs of

the

Subscribed

DPO

Bouquet

day of

the

month

Number of

uniq ue

Activ e

Subscriber

s of

the

Subscribed

DPO

Bouquet on

day

of the

month

Number of

uniq ue

Activ e

Subscriber

s of

the

Subscribed

DPO

Bouquet on

day

of the

month

Monthly

ave r ag e

subscriber

s of

the

Subscribed

DPO

Bouquet

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)=[(5)+(6)+

(7)+(8)]/4

Note: Separate reports shall be provided by the DPO for different States / Union Territories.

-43-

ANNEXURE B

ANTI-PIRACY OBLIGATIONS AND CONTENT PROTECTION SYSTEMS

The DPO shall adhere to the following Content Protection/Security obligations in addition to the

provisions of the Interconnection Regulations including but not limited to Schedule III and Schedule IX

of the Interconnection Regulations.

Content Protection Systems

1. Input/ Output Requirements for STBs.

(i) Video Input Controls. Any digital input capable of receiving non-service video signals for

transmission to a television monitor must respect the instructions embedded in the

Subscribed Channel(s) and Subscribed Channel(s)

content. DPO and Broadcaster further agree to hold periodic joint meetings to discuss digital

piracy and potential technology solutions.

(ii) Digital Outputs. DPO shall not transmit or cause or permit the Distribution of the Subscribed

Channel(s)and Subscribed Channel(s) content via any digital output.

(iii) Output Control. DPO shall ensure that each STB has the capability to enable or disable

individual outputs on a program-by-program basis and shall do so upon request of

BROADCASTER.

2. DRM Specifications

DPO shall provide a digital rights management software application license to Broadcaster

(“DRM”). Any changes to such DRM shall be intimated to Broadcaster within seven (7) days of

such change.

3. General Requirements

(A) Technical Facilities; Copy Protection. DPO shall employ such full Security Systems and

encryption and encoding procedures as are appropriate in accordance with the instructions

of Broadcaster to prevent unauthorised persons from receiving, duplicating or

retransmitting, all or any part of any Channels. Without limiting the foregoing, DPO shall

employ Security Systems and procedures to protect the Channels from damage, theft and

loss, including the following:

(i) DPO will maintain a vulnerability management team that conducts risk assessments and

reviews applicable security patches and upgrades of the Distribution System.

(ii) DPO shall not make, authorise or permit any other person to make, any duplicate copies

of the Channels without Broadcaster’s prior written consent.

(B) Copy Control Information. DPO shall not strip out or obscure data fields or other data packets

containing the embedded technology or other encoding or watermarks (including forensic

watermark) as may be embedded in the Channels and Channels content as delivered to

DPO.

-44-

ANNEXURE C

DOCUMENTS/INFORMATION TO BE SUBMITTED BY DPO

a) Copy of Audit Report, if an audit was caused by DPO in 12 months prior to execution of this

Agreement

b) Schedule III compliance Declaration

c) BIS certificates for all makes & models of STB deployed by DPO after DAS implementation.

d) Certificate from all the CAS vendors.

e) Certificate from SMS vendors.

f) Certificate from STB vendors.

g) License copy

h) Certificate of Incorporation and Board Resolution authorizing the Authorized Signatory to sign for

and on behalf of DPO (Applicable for Company)

i) Partnership Deed and Authorization letter signed by all the partners or the head of the association

(Applicable for Partnership Firm)

j) Signature proof of authorized signatory (Applicable for sole proprietorship)

k) Pan Card copy/Form 60

l) GST Registration Certificates

m) TAN No.

n) List of associated Joint Ventures

o) Additional Disclosures

-45-

ANNEXURE D

LIST OF CHANNEL(S) AND BOUQUETS

A. Channels on A-la-Carte basis and MRP

Sr.

No.

Channel Name

(Standard

Definition)

Maximum Retail

Price (MRP) of

Channel (in INR)

per Subscriber per

month

DPO List Price (in

INR) per Subscriber

per month

Genre

DPO to

select the

Channel

(Yes/No)

Discovery

Channel

4.00

3.20

Infotainment

Animal Planet

2.00

1.60

Infotainment

TLC

2.00

1.60

Infotainment

Discovery Kids

3.50

2.80

Kids

Cartoon Network

4.25

3.40

Kids

Pogo

4.25

3.40

Kids

Eurosport

3.50

2.80

Sports

Investigation

Discovery

1.00

0.80

General Entertainment

Discovery Science

1.00

0.80

Infotainment

10.

Discovery Turbo

1.00

0.80

Infotainment

11.

D Tamil

3.50

2.80

General Entertainment

12.

CNN

International

2.00

1.60

International News &

Current Affairs

(English)

Sr.

No.

Channel Name

(High Definition)

Maximum Retail

Price (MRP) of

Channel (in INR)

per Subscriber

per month

DPO List Price (in

INR) per Subscriber

per month

Genre

DPO to

select the

Channel

(Yes/No)

Discovery HD

8.00

6.40

Infotainment

Animal Planet HD

5.00

4.00

Infotainment

TLC HD

3.00

2.40

Infotainment

Cartoon Network

HD+

6.00

4.80

Kids

Investigation

Discovery HD

2.00

1.60

General Entertainment

Eurosport HD

5.50

4.40

Sports

-46-

Note:

1. The MRP mentioned for the channels (s) offered on a-la-carte basis are per Subscriber per month.

2. The Broadcaster reserves its rights, subject to applicable regulations, to revise the maximum retail

price of the Broadcaster’s Channels payable per Subscriber per month mentioned herein above.

Upon such revision the DPO agrees and unconditionally undertakes to pay revised Subscription Fee

pro rata from the Commencement Date of such version.

3. “Subscriber” for the purpose of calculation of Subscription Fee shall mean for any calendar month,

each Set Top Box (“STB”), which is availing the Broadcaster’s Channels.

4. MRP of the Broadcaster’s Channels offered on a a-la-carte basis mentioned herein above are

excluding taxes and levies imposed by local and /or the Central Government including but not

limited to GST, etc. (as applicable).

*DPO Rate / DPO List Price has been derived after factoring margin of twenty percent of MRP as mandated

by the Interconnection Regulations.

B. Channels on Bouquets basis

The bouquets offered by Broadcaster are listed hereunder:

The DPO is desirous of availing the Channels on Bouquet Basis (indicate - (/))

Assign ( ) against

Bouquet to mark

selection or assign

(X) against

Bouquet to mark

non-selection

Bouquet Name*

Constituent

Channels

Bouquet MRP per

subscriber per

month (in Rs.)

Bouquet DPO

Rate per

subscriber per

month (in Rs.)

1. SD Basic Pack

Discovery Channel

13.00

10.40

Animal Planet

TLC

Cartoon Network

Pogo

Discovery Kids

Eurosport

-47-

Assign ( )

against

Bouquet to

mark

selection or

assign (X)

against

Bouquet to

mark non-

selection

Bouquet Name*

Constituent

Channels

Bouquet

MRP per

subscriber

per month

(in Rs.)

Bouquet DPO

Rate per

subscriber per

month (in Rs.)

2. SD Infotainment + Kids

Pack

Discovery

Channel

13.00

10.40

Animal Planet

TLC

Cartoon Network

Pogo

Discovery Kids

Investigation

Discovery

Discovery Science

Discovery Turbo

Assign ( )

against

Bouquet to

mark

selection or

assign (X)

against

Bouquet to

mark non-

selection

Bouquet Name*

Constituent

Channels

Bouquet

MRP per

subscriber

per month (in

Rs.)

Bouquet DPO

Rate per

subscriber per

month (in Rs.)

Discovery

Channel

Animal Planet

TLC

Cartoon

Network

Pogo

-48-

3. SD Premium Pack

Discovery Kids

15.00

12.00

Eurosport

Investigation

Discovery

Science

Discovery

Turbo

Assign ( ) against

Bouquet to mark

selection or assign

(X) against

Bouquet to mark

non-selection

Bouquet Name*

Constituent

Channels

Bouquet MRP per

subscriber per

month (in Rs.)

Bouquet DPO

Rate per

subscriber per

month (in Rs.)

4. SD Basic (Tamil)

Pack

Discovery Channel

15.00

12.00

Animal Planet

TLC

Cartoon Network

Pogo

Discovery Kids

Eurosport

DTamil

Assign ( )

against

Bouquet to

mark

selection or

assign (X)

against

Bouquet to

mark non-

selection

Bouquet Name*

Constituent

Channels

Bouquet MRP per

subscriber per

month (in Rs.)

Bouquet DPO Rate

per subscriber per

month (in Rs.)

-49-

5. SD Infotainment +

Kids (Tamil) Pack

Discovery Channel

15.00

12.00

Animal Planet

TLC

Cartoon Network

Pogo

Discovery Kids

Discovery Science

Discovery Turbo

DTamil

Investigation

Discovery

Assign ( )

against

Bouquet to

mark

selection or

assign (X)

against

Bouquet to

mark non-

selection

Bouquet Name*

Constituent

Channels

Bouquet

MRP per

subscriber

per month (in

Rs.)

Bouquet DPO

Rate per

subscriber per

month (in Rs.)

6. SD Premium (Tamil) Pack

Discovery

Channel

17.00

13.60

Animal Planet

TLC

Cartoon

Network

Pogo

Discovery Kids

Eurosport

Investigation

Discovery

Science

-50-

DTamil

Discovery

Turbo

Assign ( )

against

Bouquet to

mark

selection or

assign (X)

against

Bouquet to

mark non-

selection

Bouquet Name*

Constituent

Channels

Bouquet MRP per

subscriber per

month (in Rs.)

Bouquet DPO Rate

per subscriber per

month (in Rs.)

7. HD Basic Pack

Discovery HD

22.00

17.60

Animal Planet HD

TLC HD

Cartoon Network

HD+

Eurosport HD

Pogo

Discovery Kids

Cartoon Network

Assign ( )

against

Bouquet to

mark

selection or

assign (X)

against

Bouquet to

mark non-

selection

Bouquet Name*

Constituent

Channels

Bouquet MRP per

subscriber per

month (in Rs.)

Bouquet DPO Rate

per subscriber per

month (in Rs.)

Discovery HD

Animal Planet HD

-51-

8. HD Infotainment +

Kids Pack

TLC HD

22.00

17.60

Cartoon Network

HD+

Discovery Science

Discovery Turbo

Pogo

Cartoon Network

Discovery Kids

Investigation

Discovery HD

Assign ()

against Bouquet

to mark

selection or

assign (X)

against Bouquet

to mark non-

selection

Bouquet Name*

Constituent Channels

Bouquet MRP per

subscriber per month

(in Rs.)

Bouquet RTA per

subscriber per month

(in Rs.)

9. HD Premium

Discovery HD

24.00

19.20

Animal Planet HD

TLC HD

Cartoon Network

HD+

Eurosport HD

Discovery Science

Discovery Turbo

Pogo

Cartoon Network

Discovery Kids

Investigation

Discovery HD

-52-

Assign ( )

against

Bouquet to

mark

selection or

assign (X)

against

Bouquet to

mark non-

selection

Bouquet Name*

Constituent

Channels

Bouquet MRP per

subscriber per

month (in Rs.)

Bouquet DPO Rate

per subscriber per

month (in Rs.)

10. HD Basic (Tamil)

Pack

Discovery HD

24.00

19.20

Animal Planet HD

TLC HD

Cartoon Network

HD+

Eurosport HD

Pogo

Discovery Kids

DTamil

Cartoon Network

Assign ( )

against

Bouquet to

mark

selection or

assign (X)

against

Bouquet to

mark non-

selection

Bouquet Name*

Constituent

Channels

Bouquet MRP per

subscriber per

month (in Rs.)

Bouquet DPO Rate

per subscriber per

month (in Rs.)

Discovery HD

Animal Planet HD

TLC HD

Cartoon Network

HD+

Cartoon Network

-53-

11. HD Infotainment +

Kids (Tamil) Pack

Pogo

24.00

19.20

Discovery Kids

Discovery Science

Discovery Turbo

DTamil

Investigation

Discovery HD

Assign ( )

against

Bouquet to

mark

selection or

assign (X)

against

Bouquet to

mark non-

selection

Bouquet Name*

Constituent

Channels

Bouquet MRP per

subscriber per

month (in Rs.)

Bouquet DPO Rate

per subscriber per

month (in Rs.)

12. HD Premium

(Tamil) Pack

Discovery HD

26.00

20.80

Animal Planet HD

TLC HD

Cartoon Network

HD+

Eurosport HD

Discovery Science

Discovery Turbo

Pogo

Cartoon Network

Discovery Kids

DTamil

Investigation

Discovery HD

-54-

Illustrations pertaining to calculation of the Monthly Subscription Fee of Subscribed A-la-carte Channels.

Illustration A:

If the DPO has opted for Discovery Channel and offers the same on A-la-carte basis to its Subscribers and the

Monthly Average Subscriber Level for a particular month reported by the DPO is 10,000 subscribers for

March, then the Monthly Subscription Fee payable by the DPO for that particular month for Discovery

Channel will be calculated as below:

MRP of Discovery Channel

INR 4.00

Less: Distribution Margin (20% of MRP)=

INR 0.80

DPO List Price =

INR 3.20

Monthly Average Subscriber Level for Discovery Channel reported by

DPO =

10,000 subscribers

Monthly Subscription Fee for Discovery Channel for that month =

INR 32,000 (3.20 x 10,000)

If the DPO is offering the Subscribed A-la-carte Channels to its Subscribers, in any Bouquet or Bouquets, then

the monthly Subscription Fee for such Subscribed Channel(s), shall be equal to the DPO List Price of such

Subscribed A-la-carte Channels multiplied by the Monthly Average Subscriber Level of each Bouquet or

Bouquets in which such Subscribed Channel(s)have been placed.

Illustration B:

If the DPO has opted for Discovery Channel on A-la-carte basis and has placed Discovery Channel in package

“X” of the DPO. The Monthly Average Subscriber Level for a particular month reported for package X by the

DPO is 20,000 subscribers, then the monthly Subscription Fee payable by the DPO for that particular month

for Discovery Channel will be calculated as

MRP of Discovery Channel

INR 4.00

Less: Distribution Margin (20% of MRP) =

INR 0.80

DPO List Price =

INR 3.20

Monthly Average Subscriber Level for Package X reported by DPO=

20,000 subscribers

Monthly Subscription Fee for Discovery Channel for that month =

INR 64,000 (3.20 x 20,000)

For Subscribed A-la-carte Channels & availed Incentive, refer to illustrations under Annexure F to understand

the calculation of the Eligible Incentive Value.

-55-

ANNEXURE E

TERM AND TERRITORY

TERM

Effective Date - _______ 20__ or the date of execution of this Agreement (whichever is later)

TERRITORY

Details of agreed areas for Distribution of Subscribed Channel(s)by the DPO

Specific Areas

Corresponding

states/ union

territories

Servicing Head-end

Address

-56-

ANNEXURE F

INCENTIVE

To enhance access to diverse content comprised in the Channels, Broadcaster is offering Incentive as per

applicable Law to the DPO as set out herein below. Broadcaster believes that by availing this Incentive, the

DPOs will have the ability to pass on the benefit of this Incentive to the Subscribers and thus making access

to Channels more affordable.

The DPO to indicate its intent to avail the Incentive, by mentioning (Yes/No): __________

LCN INCENTIVE SCHEME ON MRP OF SUBSCRIBED CHANNEL(S)

1. The Broadcaster is hereby offering the following incentives on the MRP of Channel(s) subject to

fulfilment of all conditions set out herein below and parameters based on the LCN slabs within

specified genre (as listed in Table A below), in which any of the Channel(s) are placed by the DPO,

within the specific genre and language as contained in the EPG system and in the manner set out in

this Annexure (“LCN Incentive”).

2. The DPO is desirous of availing the LCN Incentive Scheme on MRP of subscribed Bouquet of Channels

(indicate - (/) against each Slab below).

3. Parameters for LCN Incentive:

All of the following parameters shall be fulfilled by the DPO to be eligible to avail the LCN Incentive

under the Incentive Scheme as set out under this Annexure.

TABLE A

LCN INCENTIVE – SLABS OF LCN OF CHANNEL(S)

Pay Channel Name

Slab 1

☐

Slab 2

☐

Neighborhood*

Discovery Channel

Top 2 in

Infotainment

Top 4 in Infotainment

The History Channel, NGC, Sony BBC

Earth and channels of similar

genre/sub-genre and language

Animal Planet

Top 5 in

Infotainment

Top 7 in Infotainment

The History Channel, NGC, NGC Wild,

Sony BBC Earth and channels of similar

genre/sub-genre and language

TLC

Top 8 in

Infotainment

Top 10 in Infotainment

Fox Life, Zee Zest, Travel XP and

channels of similar genre/sub-genre and

language

Discovery Kids

Top 5 in Kids

Top 6 in Kids

Nick, Disney Channel, Hungama, Disney

Junior, Sony YaY, Sonic , and channels of

similar genre/ sub-genre and language

-57-

Pay Channel Name

Slab 1

☐

Slab 2

☐

Neighborhood*

CNN International

Top 2 in

International

News & Current

affairs (English)

Top 4 in International

News & Current affairs

(English)

BBC World News, Russia Today, Al

Jazeera, Channel News Asia, France 24,

TV5 Monde Asie, DW, Australia Plus,

NHK World TV and channels of similar

language and genre/ subgenre

Pogo

Top 3 in Kids

Top 5 in Kids

Nick, Disney Channel, Hungama, Disney

Junior, Sony YaY, Sonic and channels of

similar genre/ sub-genre and language

Cartoon Network

Top 5 in Kids

Top 6 in Kids

Nick, Disney Channel, Hungama, Sony

YaY, Sonic, and channels of similar

genre/ sub-genre and language

Cartoon Network HD+

Top 3 in HD Kids

(Hindi)

Top 5 in HD Kids (Hindi)

Nick HD+, Baby TV HD and channels of

similar language and genre/ sub-genre

Eurosport

Top 8 in Sports

Top 12 in Sports

Star Sports 1, Star Sports Select 1, Ten

1, Ten 3 and channels of similar genre /

sub-genre and language

Investigation

Discovery

Top 15 in Hindi

GEC

Top 20 in Hindi GEC

Star Plus, Zee TV, Colors, Sony, Zee

Anmol, Sony Pal, STAR Bharat, SAB TV

and channels of similar genre/ sub-

genre and language

Discovery Science

Top 8 in

Infotainment

Top 10 in Infotainment

History TV18, NGC, NGC Wild, Sony BBC

Earth and channels of similar

genre/sub-genre and language

Discovery Turbo

Top 10 in

Infotainment

Top 12 in Infotainment

Fox Life, FYI TV18, Living Foodz, Travel

XP and channels of similar genre/sub-

genre and language

D Tamil

Top 8 in GEC

(Tamil)

Top 12 in GEC (Tamil)

Sun TV, STAR Vijay, Zee Tamil, Adithya

TV, Polimer and channels of similar

genre/sub-genre and language

Discovery HD

Top 2 in

Infotainment

Top 4 in Infotainment

History TV18 HD, NGC HD, Sony BBC

Earth HD and channels of similar genre/

sub-genre and language

Animal Planet HD

Top 5 in

Infotainment

Top 7 in Infotainment

History TV18 HD, NGC HD, Sony BBC

Earth HD, NGC Wild HD and channels of

similar genre/ sub-genre and language

TLC HD

Top 8 in

Infotainment

Top 10 in Infotainment

Fox Life HD, Travel Xp HD, Zee Zest HD

and channels of similar genre/sub-genre

and language

Eurosport HD

Top 8 in Sports

Top 12 in Sports

Star Sports HD 1, Star Sports Select

HD1, Ten 1 HD,Ten 3 HD and channels

of similar genre / sub-genre and

language

-58-

Investigation

Discovery HD

Top 15 in Hindi

GEC

Top 20 in Hindi GEC

Star Plus, Zee TV, Colors, Sony, Zee

Anmol, Sony Pal, STAR Bharat, SAB TV

and channels of similar genre/ sub-

genre and language

*The DPO shall, at all times, place each Channel(s) within the respective Neighborhood of competing

channels as listed in this Table A, and in no manner discriminate the Channel(s) against other channels of

the same genre as listed.

TABLE B

LCN INCENTIVE

Particulars

Percentage Incentive

Slab 1

Slab 2

LCN Incentive on MRP of subscribed

Channel(s) and Bouquet(s)*

*This will also be applicable in the event that a DPO opts for a combination of one or more

Bouquet(s) of Channels(s) along with any one or more of a-la-carte Channel(s).

Terms & Conditions:

a.) In the event that the DPO, during any day of the month, for any reason whatsoever, fails to place

any Channel(s) in Slab 1, but places it in Slab 2, then the DPO shall be entitled to only receive

the LCN Incentive applicable to Slab 2 (and not Slab 1).

b.) In the event that the DPO, for any reason whatsoever, fails to place any of the Channel(s) as per

any of the defined Slabs in Table A above, during any day of the month and the DPO fails to

restore the LCN position of the Channel(s) in the defined Slabs within a period of three (3) days

from the date of such displacement, then the DPO shall not be entitled to receive any LCN

Incentive for the applicable month for that channel or Bouquet of that channel which was

displaced.

LCN Report:

c.) Notwithstanding anything to the contrary contained in this Agreement, the DPO shall at all times

maintain and furnish to the Broadcaster the LCN Report in the format set out herein (“LCN

Report”) along with each LCN Incentive invoice and Subscriber Report within the Subscriber

Report Due Date in order to be entitled to receive payments under the Incentive Scheme.

-59-

d.) If the DPO fails to furnish the LCN Report in the prescribed format in any given month to the

Broadcaster within the Subscriber Report Due Date, for any reason whatsoever, the DPO shall

not in any manner be entitled or eligible for the LCN Incentive as set out herein.

e.) The DPO hereby acknowledges that in the event of any discrepancy found by the Broadcaster in

the LCN Report, the Broadcaster reserves its right at its sole discretion to appoint a third-party

agency / firm / consultant (“Independent Firm”) to assess the veracity of the LCN Report. The

Broadcaster will intimate the DPO in the event that it exercises its option to appoint the

Independent Firm.

f.) In the event that the Independent Firm finds that the LCN position set out in the LCN Report

with respect to Channel(s) is inaccurate or not achieved / fulfilled by the DPO as per the Incentive

Scheme opted by the DPO, the Broadcaster will provide a period of three (3) calendar days from

the date of intimation of findings of LCN Report (“Cure Period”) to the DPO to cure the defect

and fulfill the conditions with respect to LCN position of Channel(s) as per the LCN Incentive

Scheme opted by the DPO. In the event that the DPO fails to restore the Channel(s) to the agreed

LCN position within the Cure Period, the DPO shall not be entitled in any manner to any

payments of LCN Incentive.

g.) The findings of the Independent Firm with respect to the LCN Report shall be binding on the

DPO.

4. Subscriber Records, Access and Audit: The Broadcaster shall during the Audit referred to above in

this Agreement, be entitled to access the records, SMS, CAS and related systems of the DPO in order

to determine the correctness of the LCN Report referred to in this Annexure.

5. The Broadcaster reserves the right to amend, modify, alter, change, substitute, withdraw, add any

of the terms and conditions of the Incentive Scheme at its sole discretion. In addition, the

Broadcaster at its sole discretion may amend the Incentive Scheme in the event, during the Term (i)

the Broadcaster launches a New Channel, or (ii) in case of removal of a Channel, or (iii) in case of a

converted Channel. For the avoidance of doubt, it is clarified that a reference to a New Channel in

this Annexure and/or the Agreement includes any additional channels (whether by way of a new

launch, acquisition of any existing channel or otherwise), distributed by the Broadcaster and / or its

current or future subsidiaries, and in such an event the Broadcaster shall have the right to withdraw

and / or modify this Annexure and / or the Incentives set out herein in its sole discretion.

-60-

TABLE C

FORMAT OF LCN REPORT

Name of

the

Channel

Genre

1st Day of the

month

7th day of the

month

14th day of the

month

21th day of the

month

Last Calendar day

of the month

LCN

Rank

LCN

Rank

LCN

Rank

LCN

Rank

LCN

Rank

Payment of LCN Incentive:

The DPO shall be entitled to LCN incentive on the MRP of the Channel as well as on its effective price in the

Subscribed Bouquet(s) under Table A of this Annexure.

Illustration 1:

 The DPO opts for SD Basic Pack of the Broadcaster, which has 5,000 Average Broadcaster’s subscriber

base and A-la Carte Subs for Discovery, Animal Planet and TLC is 3000 each and Rest of the Channels

is 2000

 The DPO has provided LCN of all Channels as applicable in Slab 1 except for Discovery Kids as

applicable in Slab 2 and Eurosport is not qualified for the incentive as per Table A above.

 The LCN incentive on the Subscribed Channel(s)in that case will be calculated as below:

Subscribed

Channel(s)&

Bouquets

MRP

(in

Rs)

Channel

Eligibility

on LCN

Incentive

as per

Table A

Overall

Eligibility for

LCN

Incentive for

the Bouquet

Slab

Applicable

Total LCN Incentive per month

Discovery

Channel

Slab 1

YES

Slab 1 (8%)

= (4 * 8% * 3000)+ (5000*4*(1-0.4468)*8%)

= Rs. 1845.12

Animal

Planet

Slab 1

YES

Slab 1 (8%)

= (2 * 8% * 3000)+ (5000*2*(1-0.4468)*8%)

= Rs 922.56

TLC

Slab 1

YES

Slab 1 (8%)

= (2 * 8% * 3000)+ (5000*2*(1-0.4468)*8%)

=Rs 922.56

Discovery

Kids

3.5

Slab 2

YES

Slab 2 (6%)

= (3.5 * 6% * 2000)+ (5000*3.5*(1-

0.4468)*6%) =Rs1000.86

Cartoon

Network

4.25

Slab 1

YES

Slab 1 (8%)

= (4.25 * 8% * 2000)+ (5000*4.25*(1-

0.4468)*8%) =Rs 1620.44

Pogo

4.25

Slab 1

YES

Slab 1 (8%)

= (4.25 * 8% * 2000)+ (5000*4.25*(1-

0.4468)*8%) =Rs 1620.44

Eurosport

3.5

Not

Qualified

Not

Qualified

Not

Qualified

NIL

Note: 44.68% is the discount in SD Basic Pack

-61-

PENETRATION INCENTIVE SCHEME ON MRP OF A-LA-CARTE CHANNEL(S)

1. The Broadcaster is hereby offering the incentives on the MRP of a-la-carte Channel(s) as set out

herein under subject to fulfilment of all conditions set out hereinbelow and upon achievement of

penetration percentage with respect to Channel(s) in the Target Market as specified herein.

(“Penetration Incentive”).

2. The DPO is desirous of availing the Penetration Incentive Scheme on MRP of subscribed Bouquet

of Channels (indicate - (/)): 

TABLE D

ELIGIBILITY CRITERIA FOR PENETRATION INCENTIVE

Channel Name

Penetration in active universe

Target Market

Discovery Channel

Equal or above 70% in SD Universe

All India

Animal Planet

Equal or above 70% in SD Universe

All India

TLC

Equal or above 70% in SD Universe

All India

Discovery Kids

Equal or above 70% in SD Universe

All India

Pogo

Equal or above 70% in SD Universe

All India

Cartoon Network

Equal or above 70% in SD Universe

All India

CNN International

Equal or above 20% in SD Universe

All India

Eurosport

Equal or above 50% in SD Universe

All India

Discovery Science

Equal or above 50% in SD Universe

All India

Discovery Turbo

Equal or above 50% in SD Universe

All India

Investigation Discovery

Equal or above 50% in SD Universe

All India

D Tamil

Equal or above 70% in SD Universe

Tamil Nadu and Pondicherry

Discovery HD

Equal or above 50% in HD Universe

All India

Animal Planet HD

Equal or above 50% in HD Universe

All India

TLC HD

Equal or above 50% in HD Universe

All India

Cartoon Network HD+

Equal or above 50% in HD Universe

All India

Investigation Discovery HD

Equal or above 50% in HD Universe

All India

Eurosport HD

Equal or above 50% in HD Universe

All India

TABLE - E

PENETRATION INCENTIVE

Particulars

Percentage Incentive

Penetration Incentive on MRP of Channel(s) and Bouquet(s)*

*This will also be applicable in the event that an DPO opts for a combination of one or more Bouquet(s) of

-62-

Channels(s) along with any one or more of a-la-carte Channel(s).

TERMS & CONDITIONS

1. The computation of the Penetration Incentive shall be at all times based on the Subscribers Report.

The DPO shall not in any manner be eligible to payment of Penetration Incentive in a given month

in the event that it fails to furnish the Subscriber Report to the Broadcaster within the Subscriber

Report Due Date.

2. It is hereby clarified that the Penetration Incentive is being offered in respect of MRP of a-la-carte

channels as wells channel’s effective price in the bouquet . While ascertaining the monthly average

active subscriber base for a particular Channel/Bouquet for computation of Penetration Incentive,

the total number of monthly active subscribers for such Channel/Bouquet will be considered.

3. The Broadcaster reserves the right to amend, modify, alter, change, substitute, withdraw, add any

of the terms and conditions of the Incentive Scheme at its sole discretion. In addition, the

Broadcaster at its sole discretion may amend the Incentive Scheme in the event, during the Term,

(i) the Broadcaster launches a New Channel, or (ii) in case of removal of a Channel, or (iii) in case of

a converted Channel. For the avoidance of doubt, it is clarified that a reference to a New Channel in

this Annexure and/or the Agreement includes any additional channels (whether by way of a new

launch, acquisition of any existing channel or otherwise), distributed by the Broadcaster and /or its

current or future subsidiaries, and in such an event the Broadcaster shall have the right to withdraw

and/ or modify this Annexure and/or the Incentives set out herein in its sole discretion.

Illustration 1:

The DPO’s subscriber base in the target market (as set out in Table D above) is 10,000.

Of these 10,000 subscribers:

 6500 opted for SD Basic Pack;

 700 opted for Discovery Channel on a-la-carte basis;

 500 opted for Animal Planet on a-la-carte basis;

 600 for TLC on a-la-carte basis;

 900 for Discovery Kids on a-la-carte basis.

In such an event, the eligibility of the DPO’s to avail Penetration Incentive on each of the Channels subscribed

on a-la-carte basis will be calculated as below:

Channel Name

DPO’s active

subscriber

base in SD

basic pack

DPO’s

active

subscriber

base in A-

la-carte

Total Active

Subscriber

Base for the

Channel

(B+C)

Penetration

in Target

Market

Eligibility for

Penetration

Incentive

Discovery Channel

6500

700

7200

72%

YES

Animal Planet

6500

500

7000

70%

YES

TLC

6500

600

7100

71%

YES

Discovery Kids

6500

900

7400

74%

YES

Cartoon Network

6500

NIL

6500

65%

Pogo

6500

NIL

6500

65%

-63-

Eurosport

6500

NIL

6500

65%

YES

Penetration Incentive in this case will be calculated as:

Channel

Name

A-la-carte

MRP (in

Rs.)

Penetration

Incentive %

Penetration Incentive Value (in Rs)

Discovery

Channel

=(4*7%*700)+((4*(1-0.4468))*6500*7%)

=Rs 1202.82

Animal Planet

=(2*7%*500)+((2*(1-0.4468))*6500*7%)

=Rs 573.41

TLC

=(2*7%*600)+((2*(1-0.4468))*6500*7%)

=Rs 587.41

Discovery Kids

3.5

=(3.5*7%*900)+((3.5*(1-0.4468))*6500*7%)

=Rs 1101.47

Cartoon

Network

4.25

NIL

Pogo

4.25

NIL

Eurosport

3.5

=((3.5*(1-0.4468))*6500*7%)

=Rs 880.97

Note: 44.68% is the discount in SD Basic Pack

By mentioning yes, the DPO represents and agrees that:

1. The DPO has gone through the Incentive offered by Broadcaster in its entirety and in true spirit and

is desirous of availing the Incentives under this Agreement.

2. The DPO shall be eligible for the opted Incentive by complying with the respective Incentive

qualifying parameters and by providing Qualifying Reports in the formats set out.

3. On such compliance, the DPO shall share the Qualifying for calculation of the applicable Incentive.

Basis the calculations provided by Broadcaster to DPO and subject to eligibility, Broadcaster shall

intimate (emails permitted) the DPO of the entitled incentive value (Eligible Incentive Value) upon

receipt of Qualifying Report. On receipt of the same, DPO shall raise duly signed invoices (preferably

digitally signed) in accordance with GST Laws towards the Eligible Incentive Value on Broadcaster

within 3 days from date of receipt of said intimation from Broadcaster. The DPO’s invoice towards

such Eligible Incentive Value shall refer to the GSTIN of Broadcaster included in the Broadcaster’s

invoice towards Subscription Fee.

4. The amount payable as per the invoice raised by DPO in accordance with GST Laws towards Eligible

Incentive Value (subject to applicable withholding tax/TDS and other deduction as per applicable

Laws) shall be adjusted against the outstanding Subscription Fees payable by the DPO to

Broadcaster, or where there is no outstanding Subscription Fees, such Eligible Incentive Value shall

reflect as a credit balance, provided all the conditions listed under this Annexure F with respect to

availing Incentive are met. The Parties agree that such adjustment will be construed as payment of

respective fees, as applicable

-64-

5. The Eligible Incentive Value payable by Broadcaster in respect of Incentive shall be exclusive of GST,

cess, charges, levies, duties, or similar taxes, as applicable, unless the DPO has opted for the

composition scheme in which case the Eligible Incentive Value will be inclusive of GST.

6. In due compliance of its obligations, DPO shall remit the GST so charged (if any) from Broadcaster,

subject to a valid invoice / debit note, to the appropriate Government Authority and file GST returns

as prescribed, within the statutory timelines, mentioning all appropriate and relevant information

on the GSTN platform, which enables Broadcaster to claim timely credit (i.e., in its GST return for

the month in which the invoice / debit note is raised on Broadcaster) of GST in the appropriate GST

registration. In the event the credit of GST is not granted or denied to Broadcaster under its

appropriate GST registration under applicable laws for non-payment of taxes charged to Broadcaster

or on account of any non-compliance (including but not limited to non-filing of information, non-

filing of returns, non-payment of appropriate GST to appropriate government)/incorrect submission

of information on the GSTN platform), then the DPO shall rectify the said non-compliances/errors

to ensure that Broadcaster gets the credit in the subsequent month. In the event, the non-

compliance/ error is not rectified by the DPO as above, then Broadcaster shall have the right to set

off such shortfall against the subsequent payments of the Eligible Incentive Value to the DPO or

recover the amount of GST charged to it along with the interest, penalty and/or any other cost from

the DPO. If the DPO is blacklisted or its compliance rating falls below the prescribed limit, tax charged

by the DPO in the invoice would be paid by Broadcaster only after the credit is reflected on GSTN

platform.

7. Eligible Incentive Value to be paid by Broadcaster shall be subject to deductions as prescribed under

any applicable law including but not limited to GST and Income Tax Act, 1961.

8. If BROADCASTER has already paid the Eligible Incentive Value and there is a decrease in the same,

then DPO will issue to Broadcaster a credit note for the differential amount. The credit note should

be issued in accordance with applicable Laws.

9. If there is an increase in Eligible Incentive Value due to provision of additional [services/goods], then

the DPO will issue to Broadcaster a debit note for the differential amount. The debit note should be

issued in accordance with applicable Laws.

10. All invoices, credit notes and debit notes issued by the DPO must set out the various taxes that are

charged including but not limited to the GST and must be issued in accordance with the applicable

Laws and should be sent to Broadcaster within [7(seven)] days of issuance. If any invoice or debit

note does not set out the taxes that are payable with respect to such invoice or debit note, then

BROADCASTER will not be required to pay any such taxes and such taxes will be borne by the DPO.

11. The DPO shall nominate a person who will be single point of contact for Broadcaster for all

communication regarding any discrepancy on GSTN reporting by DPO.

12. If any tax proceedings are initiated against either Party, in relation to the transaction contemplated

under the SLA, the other Party shall fully co-operate by furnishing all information as available on

timely basis as may be required by such Party, including but not limited to confirmation of

booking/accrual of expense.

13. As and when there is any change in the GST rules, acts, regulations on input credit (which are

available in public domain as on date of signing this Agreement), the Parties shall discuss the

provisions relating to the same and may enter into a further amendment, if required, to address

each other’s concerns in relation to such compliance.

14. The DPO shall not be entitled for any Incentive(s) in the event-

i. The DPO fails to comply with any of the terms and conditions of the Agreement

and/or

-65-

ii. The DPO fails to meet any of the Incentive qualifying parameters and/or fails to

submit the Qualifying Reports in the prescribed format in on or before the

Qualifying Report Deadline and/or

iii. There is a discrepancy between the Subscriber Reports and Qualifying Report

submitted by DPO.

With reference to availing Incentive by the DPO, Broadcaster shall have the right to Audit the Addressable

Systems, CAS, SMS and other related systems of the DPO by an auditor duly authorized by BROADCASTER

or Empaneled Auditor to verify the DPO’s compliance of its obligations, declarations, representations and

warranties under the Annexure F including but not limited to the accuracy and validity of the monthly

Qualifying Reports submitted by the DPO to Broadcaster for availing such Incentive hereunder. If during the

Audit it is revealed that the DPO has misrepresented any information contained in the Qualifying Report or

any item having a bearing on the computation of the opted Incentive and/ or the monthly Subscription Fee

payable by the DPO, without prejudice to Broadcaster’s rights under this Agreement and applicable Laws,

Broadcaster shall be entitled to revoke the Incentive availed by the DPO and/or if Broadcaster has already

paid the Eligible Incentive Value, then the DPO shall be liable to issue a credit note in accordance with

applicable GST Laws to Broadcaster of the Eligible Incentive Value already paid by Broadcaster.

Active Platform Subscriber Base shall mean the subscribers who have subscribed to broadcasting services

from the DPO.

Active Platform SD Subscriber Base shall mean the Active Platform Subscriber Base who have subscribed

for only SD Channels from the DPO.

Active Platform HD Subscriber Base shall mean the Active Platform Subscriber Base who have subscribed

for one or more HD channels from the DPO.

Qualifying Report shall mean the reports to be provided by the DPO in the format set out in Qualifying

Reports Section, on or before the Qualifying Report Deadline.

Qualifying Report Deadline shall mean seventh (7

) day from the end of each calendar month, on or before

which, the DPO has to provide the Qualifying Report to Broadcaster.

Note: For the purpose of calculation of Active Platform Subscriber Base, Active Platform SD Subscriber Base

Active Platform HD Subscriber Base and Penetration percentage (%) for a particular month the average

subscriber numbers of 7

, 14

, 21

, & 28

of that particular month will be considered.

TABLE F

QUALIFYING REPORTS

Distribution Incentive Report:

Table 1: DPO should submit separate reports for every head-end and for each State and Union Territory as

per the following format

No.

State

Subscriber

Base

Subs

Count as

on 7th

Subs Count

as on 14

Subs

Count as

on 21

Subs Count

as on 28

Monthly Average

Active Subscribers

(1)

(2)

(3)

(4)

(5)

(6)

(7)=[(3)+(4)+(5)+(6)]/4

-66-

State 1

Active

Platform SD

Subscriber

Base

State 1

Active

Platform

Subscriber

Base

Table 2: DPO should submit separate reports for every head-end and for each State and Union Territory as

per the following format

In case any of the Subscribed Bouquets or Subscribed A-la-Carte channels are made available in multiple

DPO packages, separate line item will be required for each DPO package.

For all Subscribed Bouquets the DPO shall provide the channel level reports in the same format as detailed

below:

State

Bouquet

Code

Bouquet Name

Subs Count

as on 7th

Subs

Count as

on 14

Subs

Count as

on 21st

Subs

Count as

on 28th

Month

& Year

For all Subscribed A-la-carte Channels the DPO shall provide the channel level reports in the same format as

detailed below:

State

ALC

Code

A-l-a-carte Channel

Name

Subs

Count as

on 7th

Subs

Count as

on 14

Subs

Count as

on 21st

Subs

Count as

on 28

Month &

Year

-67-

ANNEXURE G

EQUIPMENT DETAILS

I. Registration No. (under the Cable Television Networks (Regulation) Act, 1995, DTH Guidelines, HITS

Guidelines, IPTV Guidelines, as amended, as applicable)– __________________

II. Address in the Registration Certificate -

III.

Details of Head-end, Conditional Access Systems (

CAS

) and Subscriber Management Systems

(

SMS

) deployed by DPO

IV. Installation Address(es) of CAS and SMS server

Details of CAS & SMS deployed by the DPO

CAS

SMS

Sl.

No.

Make &

version

Network ID

CAS ID

CAS Server

installation

address

Make

Version

Network

SMS Server

installation

address

V. Viewing Card and & IRD Details (DPO to declare the entire list and attach extra sheet if required):

Channel

IRD/PIRD/CAM No.

Viewing Card No.

IRD/PIRD placed Headend Details

Name of the

Headend

Address of the

Headend

VI.

List of LCO (applicable if DPO is an MSO): (DPO to declare the entire list and attach extra sheet if

required)

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ANNEXURE H

TAX CLAUSES

Sr.

Clause

Clause description

Definition

'The term 'GST Act' shall include Central Goods and Service Tax Act, 2017

(CGST), respective State Goods and Service Tax Act, 2017 (SGST), Integrated

Goods and Service Tax Act, 2017 (IGST), Union Territory Goods and Service Tax

Act, 2017 (UTGST), Rules and any other GST related legislation in India.

Definition

'For the purpose of this agreement, the term 'GST' shall include all taxes levied

under Central Goods and Service Tax Act, 2017 (CGST), State Goods and Service

Tax Act, 2017 (SGST), Integrated Goods and Service Tax Act, 2017 (IGST), Union

Territory Goods and Service Tax Act, 2017 (UTGST) and any other taxes levied

under the GST related legislation in India, as may be applicable.

Vendor

registration

For the purpose of this agreement, the DPO should:

1. Furnish a valid PAN No.;

2. Furnish a valid Goods and Services Tax Registration Certificate No.

3. Intimate all GST registration number to Broadcaster, where DPO holds

multiple GST numbers

Composition scheme

Where the DPO is registered as a composition dealer under GST Act, it shall

declare the same at the time of acceptance of purchase order. DPO shall not

levy or impose taxes under GST on invoices and specifically mention there that

he is covered under Composition scheme.

Incentive payable to the DPO as agreed upon shall be deemed inclusive of all

taxes.

Compliance

It is the responsibility of the DPO to ensure that correct information is declared

on the invoice and outward supply return (GSTR-1) is filed correctly to GST

portal within the timelines as prescribed under GST Act.

In case of mismatch because of DPO’s fault, prompt amendments must be made

by the DPO else DPO shall be required to indemnify Broadcaster of the loss of

credit due to mismatch. The compliances to be adhered by DPO includes (but is

not limited to) the following:

(i) Uploading appropriate invoice details on the GSTN (Goods and Service Tax

Network) within the stipulated time;

(ii) Issuing GST compliant invoice / CN/ DN. PO issued by Broadcaster should

be referred by DPO for capturing information on the invoice;

(iii) Acceptance of changes made by Broadcaster on GSTN on account of non-

upload or incorrect upload of details on GSTN by DPO on merit basis. Such

changes w.r.t. the mismatch are required to be accepted by DPO within the

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Sr.

Clause

Clause description

time limit prescribed under the GST law. It must be noted that in case DPO

does not accept such changes within the time limit prescribed under GST law,

the loss of input tax credit (if any) would be recovered from the DPO along

with interest, as applicable.

Broadcaster reserves the right to be indemnified for the credit loss by DPO in

case Broadcaster is unable to claim the input tax credit for any non-

compliance or default or due to lack of diligence on the part of the DPO.

Further in case any credit is not received or short received, then such

equivalent amount is not liable to be paid by Broadcaster. Where, however

the amount has already been paid by Broadcaster, Broadcaster shall be

entitled to recover the same from DPO or adjust the same against subsequent

payments.

Indemnity clause

It is hereby agreed between both the parties that in case any GST and/ or cess

liability, interest, penalties or any other tax/ duty/ amount/ charge/ liability /

professional costs related to litigation becomes payable by Broadcaster or input

tax credit is denied to Broadcaster due to failure of the DPO to comply with the

relevant GST laws/ regulations as applicable, DPO undertakes to indemnify

Broadcaster for an amount equal to such amount payable by Broadcaster.

Tax deducted at

source

Nothing contained herein in the agreement shall prevent Broadcaster from

deducting tax at source if required under GST Act and GST regulations, any law

or any regulation for the time being in force.

Reverse charge

liability – Domestic

procurement

Wherever reverse charge is applicable on supplies made by DPO, DPO shall be

liable to mention amount subject to reverse charge specifically on the invoice

Reverse charge

liability –

Unregistered

Supplier

It is specifically agreed between the parties that where the DPO is not registered

under GST Act, it shall be DPO’s responsibility to specifically intimate such

unregistered status to Broadcaster and thereafter it shall be the responsibility

of Broadcaster to discharge liability under reverse charge mechanism. It is

further agreed that unregistered DPO shall not charge tax on invoice.

GST invoice

It shall be the responsibility of DPO to raise appropriate tax invoice as per the

provisions of GST Act. Broadcaster reserves the right to be indemnified for the

credit loss in case Broadcaster is unable to claim the input tax credit for any

non-compliance / default in raising appropriate invoice by DPO. Further all

invoices should be sent to Broadcaster promptly and in no case beyond 10

days of Invoice date.

Further the DPO is required to comply following requirements w.r.t. issuance

of invoice:

• All the details of DPO (name, address, GSTIN/ unregistered DPO, place of

supply, SAC/ HSN code etc.) and other mandatory details shall be mentioned on

the invoice;

• Invoice/DN/CN need to be issued timely within the time prescribed under GST

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Sr.

Clause

Clause description

law;

• In case of any deficient supply, Broadcaster shall convey the same in a

reasonable time to enable the DPO to issue credit note and take tax adjustment;

• It would be the responsibility of the DPO to declare correct information on

invoice and GST portal viz. the amount, the place of supply, rate of tax etc. In

case, the eligibility of input tax credit is questioned or denied to Broadcaster on

account of default by the DPO, the same would be recovered by Broadcaster

from the DPO;

• Registered location of the both the parties i.e. Broadcaster and DPO should

be mentioned in the agreement/PO with GSTIN No. Further, DPO should raise

invoices at the registered premise of Broadcaster for availing credit and ensure

that the place of supply as per GST law is same as registered premises;

• E-waybill number should be mentioned on the invoices, if applicable

Debit / Credit note

The DPO acknowledges and agrees to issue appropriate debit note/ credit note

as prescribed under GST Act and send to Broadcaster within the prescribed

time. All debit notes should be received well in advance so as to enable

Broadcaster to claim proper credit. All debit note/ credit note with GST should

mandatorily have the reference of original invoice on it.

Further it shall be the responsibility of DPO to declare the details of such

credit note in the return for the month during which such credit note has been

issued but not later than September following the end of the financial year in

which such supply was made, or the date of furnishing of the relevant annual

return, whichever is earlier.

Broadcaster reserves the right to be indemnified by DPO for the credit loss in

case Broadcaster is unable to claim the input tax credit for any non-

compliance or default or due to lack of diligence on the part of the DPO

Payment terms

Broadcaster reserves the right to make payment to DPO only after the invoice

is uploaded by DPO in GST outward return i.e. GSTR-1 and credit of GST is

available (reflected in GSTR-2A) to Broadcaster.

Further it is agreed that for claiming the payment the following documents are

to be submitted by the DPO to the paying state along with appropriate

invoice:

1. Invoice along with e-way bills;

2. Delivery challans;

3. Consignee Receipt (L.R);

4. Any other document as may be demanded by Broadcaster

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Sr.

Clause

Clause description

Payment terms

DPO hereby agrees that it will be solely responsible for performing all

compliances and making timely payments to the Government for GST, cesses,

interest, penalties or any other tax/ duty/ amount/ charge/ liability arising

either out of laws/ regulations applicable in India and overseas or because of a

demand/ recovery initiated by any revenue authority under GST laws/

regulations applicable

Purchase order

It is understood between the parties that DPO shall raise invoice basis purchase

order issued by Broadcaster. In case of any deviation or disagreement by DPO

on place of supply, billing location, HSN code/ SAC code as stated on PO, it shall

be the responsibility of DPO to intimate Broadcaster well in advance.

Further, in case DPO raises the invoice on an address other than agreed, it shall

be the responsibility of the DPO to modify the invoice.

Place of supply

For the purpose of this agreement, place of supply under GST Act shall be the

place of supply as determined under purchase order raised by Broadcaster. It

shall be the responsibility of DPO to intimate Broadcaster well in advance in

case of deviation / disagreement with the place of supply as determined in PO.

Deficient Supply/

Incomplete supply/

Rejected supply

Each party to contract agrees that in case of any deficient supply or incomplete

supply or rejected supply, it shall be the responsibility of DPO to issue GST

compliance credit note within the reasonable time and take tax adjustment. In

case the DPO fails to issue proper credit note within the time stipulated under

the GST law the taxes charged and not adjusted would be borne by the DPO.

Price revision

The DPO acknowledges and agrees that in case of any price revision with

respect to goods supplied prior to GST, the DPO should issue the following

documents to Broadcaster:

a. Price revised upwards– Supplementary invoice/ debit note shall be issued in

accordance with the GST Act;

b. Price revised downwards– Supplementary invoice/ credit note shall be issued

in accordance with the GST Act.

Advance payment

Where in terms of the agreement, Broadcaster pays advance amount to DPO

for supply of goods/ services, it shall be the responsibility of DPO to issue GST

compliant receipt voucher or such other document as may be prescribed to

Broadcaster if such advance includes GST. Further DPO would be required to

issue refund voucher as prescribed under GST Act in case no supply is made and

no invoice is raised subsequently.

Discount clause

In cases where DPO is providing discount to Broadcaster for the goods supplied

by it or service rendered, following should be predetermined or mutually

agreed between DPO and Broadcaster:

1. Situations in which discount would be allowed by DPO to Broadcaster (e.g.

Value-based/ quantity-based discounts)

2. Basis and manner in which discount would be computed and allowed to

Broadcaster

3. Deduction of such discount from the value of supply as per provision of GST

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Sr.

Clause

Clause description

Act

Compliance rating

DPO shall be liable to comply with all the compliances as may be prescribed to

ensure that compliance rating is not reduced below the prescribed limit as laid

down under GST Act and GST regulations.

DPO shall be required to submit a self-declaration and when requested by

Broadcaster, that they are not blacklisted on the GST portal. Notwithstanding

anything contained in agreement, in the event of blacklisting of DPO i.e.

compliance rating reduced below the prescribed limit, the amount related to

tax shall be paid to DPO only on receipt of input tax credit by Broadcaster

E-way bill

It shall be the responsibility of DPO to obtain e-way bill in case of movement of

goods exceeding limit as prescribed under the GST Act. DPO would indemnify

Broadcaster in case of any non-compliance or default or due to lack of diligence

on the part of the DPO to comply with the e-waybill requirement

Penalty

It is agreed by DPO that in case of any deviation, default or negligence on the

part of DPO due to which Broadcaster is liable to pay penalty, the same shall be

recovered by Broadcaster from DPO along with applicable GST tax (as may be

applicable)

Liquidated Damages

GST (if applicable) on account of liquidated damages (where applicable in terms

of Existing Agreement) would be borne by DPO.

Miscellaneous

i) DPO agrees to share the monthly information upon request by Broadcaster

which would be uploaded by the DPO in its GSTR -1 along with the information

of input credit to be claimed by Broadcaster in such month;

ii) It shall be the responsibility of DPO to provide reconciliation statement of all

the supplies made by it including issuance of credit note, debit note or other

documents as prescribed, within 30

June following the end of relevant

financial year

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ANNEXURE I

SCOPE OF AUDIT

THE SCOPE OF AUDIT SHALL INCLUDE THE ACCESS TO ALL THE FOLLOWING: Head End Audit

 The DPO should provide Complete Network Diagram of its Head End for Audit and Auditing Purpose.

 The DPO 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 for.

 The DPO to ensure that its Network Watermark logo is inserted on all pay channels at encoder end

only.

CAS Audit

The DPO to provide all below information correctly;

 Make & version of CAS installed at Head End.

 CA system certificate to be provided by the DPO.

 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 the DPO before distributing box down the line /LCO.

 All LCO’s should be paired with unique system ID.

 The DPO 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 the DPO. CAS vendor required to certified reconciliation of data.

 No activation / deactivation from direct CAS system, it must be routed via SMS client only.

 The DPO 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 number

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o Email address

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.

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 DPO 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. Also, whether all TS from MUX are

encrypted.

(v) Review whether Live diagram / fiber details of network are captured in SMS system

(vi) To check if DPO 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 supports the Finger Printing and OSD features at Box level, Customer

account level as well as Global level.

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(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 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:

o Total no of Subscribers – active & de-active separately De-active subscribers with ageing

Channel wise Subscribers – total Channel wise Subscribers – split by package Package /

channel details

o Subscriber/Revenue Reports by State/City

o No of packages/services offered

o List of channels

o Channels along with Rate Card Options offered with details of active Subscribers Historical

data reports

o Free / demo Subscribers details

o 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 the

DPO before handing over to the subscriber

 the DPO 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.

 the DPO should provide one set of all type/model of boxes for testing and monitoring purpose.

 All STBs used by the DPO should be certified and diploma by their CAS vendor.

 Forensic watermarking to be implemented on the DPO 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.

 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

1. (i) Macro vision 7 or better on Composite video output.

2. (ii) Macro vision 7 or better on the Component Video output.

3. (iii) HDCP copy protection on the HDMI & DVI output.

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4. (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 DVRSTB

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 Smart Card?

o PVR Functionality?

o Tamper Resistance?

o Copy Protection? Please provide the details.

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

The DPO should provide below information in detail;

 Fiber network and PIT information on Geo Map.

 Service area to be defined.

 Details of LCO connected.

 DAS area to be defined.

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 DPO’s marketing and sales team on how the various channels

are being marketed

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 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

 Any reconciliations / checks /adjustments carried out before sending the declarations

 Analyze declaration reports on a sample basis:

 Reconciling the declaration figures with base data from various systems (SMS / Provisioning

/ Billing and Authentication systems)

 Analyze 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

5. 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 any 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.

 Similarly, list of head-ends of the DPO providing services to DAS areas and for such head-

ends

 In case of multiple CAS being used by the DPO, to understand synchronization between

multiple CAS and SMS