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“REFERENCE INTERCONNECT OFFER OF TAJ TELEVISION (INDIA) PRIVATE

LIMITED (“TAJ”) FOR DIRECT TO HOME (DTH) SERVICE FOR

INTERCONNECTION WITH DTH OPERATOR TO BE EFFECTIVE FROM

1st April, 2014”

Pursuant to clause 4(1) of The Telecommunication (Broadcasting and Cable

Services) Interconnection (Digital Addressable Systems) Regulations 2012

dated 30th April 2012 (“Regulations”)

This Reference Interconnect Offer (RIO) is being published by Taj Television (India)

Private Limited for and on behalf of the Broadcasters of various Zee Group

Channels as detailed in ANNEXURE – I under Authorisation from them, in

accordance with Clause 13A of the Telecommunication (Broadcasting and Cable

Services) Interconnection (Seventh Amendment) Regulation, 2014 dated 10th

February 2014.

The terms mentioned in this Reference Interconnect Offer (RIO) are broad technical

and commercial terms and conditions including the terms and conditions mentioned

in Schedule II to the Regulations applicable to DTH operators retransmitting signals

of the TAJ Channels to Subscribers in terms of the Regulations. On receipt of a

request from the DTH Operator in terms of Clause 3(3) of the Regulations, TAJ and

the concerned DTH OPERATORs shall have to enter into a detailed Distribution

Agreement containing all the terms and conditions to enable the DTH Operators to

avail the signals of the TAJ Channels for further re-transmission to the Subscribers

from its Platform.

Every DTH Operator as defined in the Regulations, while seeking interconnection

with TAJ shall ensure that its Addressable Systems installed for the distribution of

the TV channels meet the Addressable requirements specified in Annexure VI

herein read with Schedule 1 to the Regulations as amended.

Provided that in case TAJ finds that the Addressable platform being used by the

DTH operator for distribution of TV channels does not meet the requirements

specified in Schedule I of the Regulations, it shall inform such DTH Operator who

shall get its Addressable system audited by M/s Broadcast Engineering Consultants

India Ltd. or any other authority as may be specified by the Telecom Regulatory

Authority of India by direction from time to time and obtain a certificate from such

agency that its Addressable platform meets the requirements specified in Schedule

I to the Regulations.

The DTH OPERATOR shall deliver the following information/documents to TAJ on

or prior to the date of execution of this Agreement:

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i) PAN Card;

ii) Entertainment Tax Registration;

iii) Service Tax Registration;

iv) Certificate / Registration issued to the DTH OPERATOR by the Ministry of

Information and Broadcasting (MIB) to operate within the territory of India.

and other approvals from the relevant Governmental Authority along with

any relevant supporting documents, including licenses. Please refer

ANNEXURE - IV;

v) copy of the resolution passed by the board of directors of the DTH

OPERATOR or an authority letter from the DTH OPERATOR authorizing

___________________ to execute this Agreement on behalf of the DTH

OPERATOR;

vi) CAS declaration from the conditional access vendor in the format set out at

ANNEXURE – VII.

vii) SMS declaration from the SMS vendor in the format set out at ANNEXURE –

VIII

Defined Terms

In this RIO, unless repugnant or contrary to the context hereof or otherwise

defined herein, the following terms, when capitalised, shall have the

meanings assigned when used herein:

“BIS” means the Bureau of Indian Standards established

under the Bureau of Indian Standards Act 1986.

“Channels” means all television channels licensed by TAJ to

DTH OPERATOR.

“Conditional Access” means control mechanisms, data structures and

commands that scramble and encrypt signals in

order to provide selective access and denial of

specific channels, data, information or services to

paying Subscribers.

“Direct to Home Service means distribution of multi-channel TV

programmes by using a satellite system by providing

TV signals directly to subscriber‟s premises without

passing through an Intermediately such as Cable

operator or any other Distributor of TV channels.

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“ Direct to Home

Subscriber means a subscriber who receives the signal of a

Direct to Home Service from a service provider.

“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.

“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 or any other

body or authority regulating the broadcasting and

distribution of channels in India;

“Receiver Box” means the TAJ approved decoder, receiver or

integrated receiver-decoders used in conjunction

with a Viewing Card in order to facilitate the receipt

of the signals of the Channels by the DTH

OPERATOR.

“Set Top Box” means a device which is connected to or part of a

television set and which allows a Subscriber to

receive in descrambled form the Channels

distributed by the DTH OPERATOR.

“Smart Card” means, in relation to a Subscriber, a card or other

device issued by DTH OPERATOR to that

Subscriber that, when enabled by a CA System and

inserted in such Subscriber's Set Top Box, has the

functionality of enabling such Subscriber's Set Top

Box to receive the Channels distributed by the DTH

OPERATOR.

“Ordinary Subscriber” shall mean any ordinary subscriber availing the

Channel through a single Set Top Box through the

Distribution System and who does not further

transmit the Service to any other Person. For the

avoidance of doubt, it is hereby clarified that for the

purposes of calculating the Monthly License Fee for

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Ordinary Subscriber shall have the meaning set out

in Clause no.9.

“Service Providers” means each of the owners, operators or distributors

of any of the TAJ Channels

“Territory” means the territorial boundaries as defined in Clause

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“Viewing Card” means the TAJ approved viewing card to be used in

conjunction with the Receiver Box in order for DTH

OPERATOR to access and decode each of the

Channels.

1. Parties TAJ TELEVISION (INDIA) PRIVATE LIMITED

(“TAJ”) and Licensed DTH service provider within

the territory of India, hereinafter referred to as

the DTH OPERATOR

2. Term The “Term” of the Agreement shall be minimum

for One Year unless terminated in accordance

with the terms of the Agreement.

The Term of the Agreement may be extended on

terms and conditions to be mutually agreed and

recorded in writing between the parties. If the

Parties wish to renew this Agreement on the

expiry of the Term, both Parties shall enter into

discussions at least sixty (60) days prior to the

expiry of the Term.

3. Territory As agreed between the Parties to operate within

the territory of India.

4. TAJ Channels As set out in Annexure - I attached herewith.

TAJ reserves the right at any time during the

Term to remove any channel from the list of TAJ

Channels if it ceases to distribute such channel(s)

in the Territory and terminate the grant of re-

distribution rights to DTH OPERATOR and

replace any removed channel with a replacement

channel or to add any channel to the list of TAJ

Channels and to grant the re-distribution rights to

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DTH OPERATOR in respect of the replacement

or new channel. If any channels are removed,

replaced or added to the list of TAJ Channels, the

License Fee payable pursuant to Clause 9 shall

be amended accordingly.

It is hereby clarified for the avoidance of doubt

that if any Pay TAJ Channel is converted into a

Free-to-Air channel, the License Fee payable

pursuant to Clause 9 shall be amended

accordingly.

5. Rights DTH OPERATOR shall have the non-exclusive

right to carry the TAJ Channels during the Term

via Direct to Home (DTH) service within the

Territory in an encrypted mode only on the digital

“addressable systems” (as defined in the

Regulations) owned and operated by the DTH

OPERATOR (the “Platform”) for distribution to

Subscribers. The parties agree that on signing of

the Agreement, DTH OPERATOR shall have the

non-exclusive right to re-distribute the channels

from its Platform within the Territory,

simultaneously upon receipt of signal along with

the multiple audio feed, if any, without

interruption, editing, interference or alteration, to

the DTH OPERATOR‟s authorized subscribers

only, hereinafter referred to as “Subscriber”, as

defined in Clause 6 of this Offer. All other rights

and means of distribution not specifically and

expressly granted to DTH OPERATOR are

expressly excluded and reserved by TAJ.

The DTH OPERATOR shall not be granted Time

Shift, all kinds of Multiplexing, Pay per View

(PPV), Video on Demand (VoD) or Near Video on

Demand (NVoD) rights and TAJ reserves such

rights. DTH OPERATOR shall not store any

content of TAJ satellite television channels for

any reason whatsoever, including, but not limited

to the purpose of provision to its Subscribers as

part of any Free TV, Interactive TV, Online

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service, save and except for compliance

recording.

Usage of Digital Video Recorder (DVR) and or

Personal Video Recorder (PVR) by the DTH

OPERATOR shall not be permitted. Nevertheless

use of DVR and PVR by the end consumer shall

be allowed provided there is no automatic

advertisement skipping function nor there is any

mechanism whereby DVR and or PVR have a

store and forward function.

DTH OPERATOR shall carry each of the

Channels in their entirety, at the time transmitted

by TAJ‟s licensors along with multiple audio feed,

if any, without any editing, dubbing, voice over,

sub title, delays, alterations, interruptions, picture

squeezing or re-sizing, insertion of graphic

overlays, pull-through or crawls, deletions or

additions.

The DTH OPERATOR shall offer all contributory

language feeds for a given channel to every

subscriber entitled to access that channel.

DTH OPERATOR shall, under no circumstance,

sub license and/ or assign and/ or transfer the

rights granted to it by TAJ.

DTH OPERATOR shall not “push” content onto

the Set Top Box (“STB”), there shall not be

automatic advertisement skipping function and/ or

the DTH OPERATOR shall not create a virtual

VoD or other on demand service in respect of the

TAJ Channels.

Distribution is permitted only to STB‟s of DTH

OPERATOR on the “Platform”. Distribution right

on all other platforms including Digital

Addressable cable system, Mobile, Broadband,

PC, Internet, Wireless, IPTV, HITS or any other

technology which may be introduced in future is

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not granted herein and the same are expressly

withheld by TAJ.

6. Authorized Subscriber means any subscriber who receives the signals of

a service provider at a place indicated to the

service provider by him without further

transmitting it to any other person and includes

ordinary subscribers and commercial subscribers

as defined under the Regulation.unless

specifically excluded.

Subscriber for the purposes of calculation of the

Monthly License Fee means, for any calendar

month, each Set Top Box, which is availing the

Channel(s) of TAJ through the DTH OPERATOR.

Rates of TAJ channels applicable to Ordinary

Subscribers are as per Annexure - II of this RIO.

DTH OPERATOR shall not be permitted nor

entitled to provide signals of any TAJ channels to

any such subscribers who have not submitted

Subscriber Application Form (SAF) as per the

requirement under the applicable Regulations/

Laws. Non compliance of this condition shall be

termed as a material breach which will entitle TAJ

to disconnect its channels by giving seven (7)

days written Notice.

“Commercial Establishment” means any

subscriber who receives a programming service

at a place indicated by him to a service provider

and uses signals of such service for the benefit of

his clients, customers, members or any other

class or group of persons having access to such

place.

For the purpose of this RIO, Commercial

Establishment means: (i) hotels with rating of

three star and above; (ii) heritage hotels (as

described in the guidelines for classification of

hotels issued by Department of Tourism,

Government of India); (iii) any other hotel, motel,

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inn, and such other commercial establishment

providing board and lodging and having fifty or

more rooms; and (iv) in respect of programmes

shown on the occasion of a special event for

common viewing, at any place registered under

the Entertainment Tax Law and to which access

is allowed on payment basis for a minimum of 50

persons.

Rates of TAJ channels applicable to Commercial

Establishment are set out in Annexure – III

attached herewith.

However, in the event, the DTH OPERATOR

provides signals to both Ordinary and

Commercial Establishments, then the CAS and

SMS system of the DTH OPERATOR must be

capable of segregating both the types of

subscribers, Ordinary and Commercial

Establishment, whereby two separate and distinct

SMS reports would be submitted by the DTH

OPERATOR to TAJ.

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

Subscriber. Where a Subscriber has more than 1

(one) STB (hereinafter “Supplementary

Connection”) authorized by the DTH OPERATOR

to receive the Channels then such

Supplementary Connection(s) shall be

considered as a separate and distinct

“Subscriber” in all respect including License Fee.

DTH OPERATOR shall maintain proper and

accurate records of such supplementary

connection and would furnish the details thereof

as and when required by TAJ.

However, nothing in the Agreement meant for

Ordinary Subscribers shall enable the DTH

OPERATOR to distribute or re-transmit any of the

channels to any of the commercial establishment

i.e.

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(i) hotels with rating of three star and above;

(ii) heritage hotels (as described in the guidelines

for classification of hotels issued by

Department of Tourism, Government of India);

(iii) any other hotel, motel, inn, and such other

commercial establishment providing board

and lodging and having fifty or more rooms; or

(iv) in respect of programmes, shown on the

occasion of a special event for common

viewing, at any place registered under

applicable Law and to which access is allowed

on payment basis for a minimum of fifty

persons

For the avoidance of doubt it is clarified that for

distribution of channels to commercial

Establishments/ Commercial subscriber, a

separate Agreement is required to be executed in

accordance with the Rates specified in Annexure

– III

7. Packaging DTH OPERATOR undertakes to TAJ that it shall

package TAJ channels as per applicable law

including but not limited to the relevant

regulations notified by TRAI.

DTH OPERATOR undertakes to TAJ that no TAJ

Channel shall be:

i. disadvantaged or otherwise treated less

favorably by the DTH OPERATOR with

respect to competing channels on a genre

basis; and

ii. included in any package or tier that

contains any channel with pornographic

content or any gambling channel. DTH

OPERATOR shall give TAJ at least three

(3) months prior written notice of any

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changes to the packaging/ tiering of the

channels available on its Platform. All

changes will be made in good faith without

targeting the TAJ Channels for

discriminatory treatment vis-à-vis similar

channels falling within the same genre.

8.. Main Obligations of DTH OPERATOR Any agreement entered into by

the DTH OPERATOR, with a Subscriber

shall not relieve the DTH OPERATOR, of

any of their obligations under this

Agreement and DTH OPERATOR 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.

ii The DTH OPERATOR agrees that it shall not

make its Subscribers take other

channels or services or fulfill any other

commercial consideration as a

precondition to receive the Channel(s) of

TAJ.

iii That the DTH OPERATOR shall continue

to offer and shall not remove any

Channel(s) or discontinue the exhibition of

any Channel(s) offered by it as part of a

Subscriber Package for a period of six (6)

months from the date of availing such

Subscriber Package by a Subscriber or

such other higher period for which the

subscription charges have been paid by

the Subscriber in advance.

iv Further, the DTH OPERATOR shall not

offer limited period exhibition of any

Channel(s) to Subscribers.

v Once a Channel(s) has been included in a

Subscriber Package, the DTH

OPERATOR shall not stop exhibition of

any Channel(s) without strictly following

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the procedure prescribed for changing the

composition of the Subscriber Package

under “Standards of Quality of Service

Regulation (as amended).

vi DTH OPERATOR shall not distribute the

TAJ channels outside the Territory of India.

vii DTH OPERATOR shall protect the

Intellectual Property of TAJ and shall not

cause or permit anything which may

damage or endanger the Intellectual

Property or assist or allow others to do so.

The DTH OPERATOR shall not apply for

registration of Trade mark as a Trade mark

in its own name and shall not use any

name or mark similar to or capable of

being confused with the Trade name or

mark of TAJ. DTH OPERATOR shall not

acquire of claim any proprietary Rights in

the Intellectual Property of TAJ.

viii. It is agreed that no independent

advertising shall be inserted by DTH

OPERATOR and DTH OPERATOR shall

not superimpose or otherwise alter any

copyright, trademarks, trade names, logos,

names on any Channel.

ix. DTH OPERATOR undertakes to take all

appropriate and necessary steps and

measures to prevent piracy or any other

violation, disclose correctly all the

information as required by TAJ, distributed

by sub-operator only to persons in the

DTH OPERATOR‟s SMS and CAS

database and operating within the limits of

the subscription rights as conferred in

terms of this Agreement.

9. License Fee For each month or part thereof during the Term of

the Agreement, the DTH OPERATOR shall pay to

TAJ the Monthly License Fee which shall be the

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Rate multiplied by the Monthly Average

Subscriber Level.

The a-la-carte “Rate” for authorised subscriber

and commercial establishment per Subscriber per

month of the TAJ Channels is as set out in

Annexure II and Annexure III hereof.

The Rate per Subscriber as set out in Annexure

II and III hereof are exclusive of all taxes and

levies.

The “Monthly Average Subscriber Level” is equal

to the sum of the number of Subscribers on the

first and last day of the month in question divided

by 2.

For the purpose of calculation of the Monthly

License Fee payable by the DTH OPERATOR to

TAJ, “Subscriber” means for any calendar month,

each Set Top Box (“STB”), which is availing the

TAJ Channels through the DTH OPERATOR.

For the purpose of clarity even if any of the

channel(s) is subscribed during the month, the

DTH OPERATOR shall be liable to pay the

License fee for the entire month.

Notwithstanding anything to the contrary contained elsewhere in this agreement, DTH OPERATOR shall be liable to pay licence fee for a minimum period of three (3) months in respect of the channels subscribed by the DTH OPERATOR irrespective of the mode of offering the channel(s) by the DTH OPERATOR to its subscribers.

Calculation of License Fee:

I. In case the DTH OPERATOR avails one or

more or all channels of TAJ on a-la- carte

rate basis:

a. If the DTH OPERATOR is providing the

channels on a-la-carte basis to its

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subscribers, the Monthly License Fee for

such a-la-carte channels shall be equal to

the a-la-carte rate as set out in the

Annexure – II and III (ordinary or

commercial rates as the case may be)

multiplied by the number of monthly

average number of subscribers availing

the channels on a-la-carte basis.

b. if the DTH OPERATOR does not offer

such opted ala carte channel(s) as ala

carte to its subscribers but offers the ala

carte channel(s) in package(s) or along

with the Package(s), then the payment to

TAJ for each of the ala carte channels,

shall be calculated

(i) on the basis of subscriber base of the

package in which such opted ala carte

channel has been placed or

(ii) on the basis of subscriber base of the

package along with which such opted ala

carte channel(s) has been provided

(II) It has been acknowledged and agreed by

the DTH OPERATOR that it shall be solely

liable to pay all such outstanding

subscription arrears attributing to TAJ

channels availed by the DTH OPERATOR.

(III) Payment of the License Fee shall be

subject to deduction of any withholding

tax/ TDS in accordance with the provisions

of the Indian Income Tax Act, 1961, as

amended from time to time.

(IV) It is further clarified that if the DTH

OPERATOR offers any of the TAJ

Channels on ala-carte basis to the

Subscribers, the price/ rate of such TAJ

Channels shall be priced as per the

Telecommunication (Broadcasting and

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Cable) Services (second) Tariff (Eleventh

amendment) Order, 2014. The DTH

OPERATOR shall not offer any of the TAJ

Pay Channels free of cost to any of its

Subscribers or anybody whatsoever. Non

compliance of the same shall be treated as

a material breach.

(V) In the event the DTH OPERATOR fails to

pay the License Fees and/ or, upon expiry

of, or termination of the Agreement, TAJ

shall be entitled to take back the

possession of the Equipment from the

DTH OPERATOR and deactivate the

Viewing Card(s). Upon return of the

Equipment in proper working condition by

the DTH OPERATOR, the IRD Deposit

shall be refunded to the DTH OPERATOR.

In the event, the DTH OPERATOR fails to

return the Equipment to TAJ, the DTH

OPERATOR shall be liable to pay a sum of

Rs.1,000/- per day per IRD to TAJ for the

period during which the default continues.

In case the DTH OPERATOR returns the

IRD, but the Viewing Card and remote

(where applicable) are damaged or

missing, then the DTH OPERATOR shall

be liable to pay to TAJ such charges as

may be determined by TAJ. TAJ shall be

authorized to deduct the cost of damages

from the IRD Deposit.

(VI) All payments from the DTH OPERATOR to

TAJ under this Agreement shall be paid

either by (i) Demand Draft in favour of 'TAJ

TELEVISION (INDIA) PRIVATE LIMITED',

payable at its head office or any other

place that may be specified by TAJ in

writing from time to time; or (ii) electronic

wire transfer into TAJ Bank Account,

accompanied by documentary evidence

certified by the DTH OPERATOR‟s bank

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that the payment has been transferred to

TAJ‟S Bank Account.

10. Payment Terms The Monthly License Fee shall be paid monthly in

arrears within fifteen (15) days of receipt of

invoice raised on the basis of report of the DTH

OPERATOR by TAJ without any deduction

except deduction of withholding tax/ TDS as

provided in this RIO.

Within seven days of end of each month, the DTH

OPERATOR shall provide opening, closing and

average number of subscribers for that month,

based on which TAJ shall raise an invoice on the

DTH OPERATOR. In case the DTH OPERATOR

fails to send the report within the said period of

seven days, TAJ shall have the right to raise a

provisional invoice and the DTH OPERATOR

shall be under an obligation to pay the license fee

on the basis of such provisional invoice in

accordance with the terms of this clause.

However, the provisional invoice shall be for an

amount not more than the monthly license fee

payable by the DTH OPERATOR for the

immediately preceding month. On receipt of the

report from the DTH OPERATOR, the parties

would conduct reconciliation between the

provisional invoice raised by TAJ and the report

sent by the DTH OPERATOR.

The DTH OPERATOR shall be required to make

payments by the Due Date in accordance with the

terms hereof, and any failure to do so on the part

of the DTH OPERATOR shall constitute a

material 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 a pro rata monthly rate of 1.5%.

The imposition and collection of interest on late

payments does not constitute a waiver of the

DTH OPERATOR‟s obligation to pay the License

Fee by the Due Date, and TAJ shall retain all of

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its other rights and remedies under the

Agreement.

All Licence Fee payments hereunder are

exclusive of all applicable taxes including all and

any service taxes, VAT, works contract taxes,

customs duties, excise duties, entertainment

taxes and other such taxes. All such applicable

taxes shall be at DTH OPERATOR‟s cost and will

be charged at the prevailing rates by TAJ to the

DTH OPERATOR.

If payment of the Licence 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 DTH

OPERATOR shall provide tax withholding

certificates to TAJ within such period as has been

specified in the Income Tax Act/ Rules/

Notifications/ Circulars issued thereunder.

It is explicitly made clear that in the event of any

dispute including but not limited to commercial

terms, pricing, tiering, and channel placement

arising out of the agreement, the DTH

OPERATOR shall continue to make the payment

of license fee at the Rate specified in Clause 9 till

such time the dispute is resolved through dispute

resolution mechanism specified in this RIO.

Appropriate adjustment in this regard shall be

made by the respective parties on final resolution

of the dispute.

The DTH OPERATOR agrees and acknowledge

that it shall have the sole responsibility to clear all

the accumulated arrears/dues to TAJ on the due

date during the validity of this agreement

11. Watermark/Logo The DTH OPERATOR shall be permitted to use

its own watermark/logo on the screen which is

visible and identifiable with the service provided

by the DTH OPERATOR. However, no such

watermark/logo shall be used by the DTH

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OPERATOR which conveys or indicates a brand

logo in any manner whatsoever. The DTH

OPERATOR shall have to seek prior written

approval from TAJ with regards to the size, type,

location of the watermark/logo to be used on the

screen by the DTH OPERATOR on TAJ channels

transmitted on its DTH platform.

12. EPG Before the signing of the Agreement, DTH

OPERATOR shall apprise and make available to

TAJ the EPG Policy of the DTH OPERATOR‟s

platform.

During the entire duration of the term, the EPG of

DTH OPERATOR shall always contain the

information of the programs being shown on all

TAJ channels in a manner approved by TAJ

without any cost or fee to TAJ. DTH OPERATOR

shall provide the format in which the said

information regarding all the channels shall be

furnished by TAJ.

The Logical Channel Numbers “LCNs” for the

TAJ Channels shall not be changed during the

Term.

The DTH OPERATOR shall give TAJ at least

three (3) months prior written notice of any

changes to the LCNs for any other channels on

its Platform. All changes will be made in good

faith without targeting the TAJ Channels for

discriminatory treatment vis-à-vis similar channels

falling within the same genres.

13. Delivery and Security All TAJ Channels must be delivered by the DTH

OPERATOR to subscribers in a securely

encrypted manner and without any alteration.

The transmission specifications and infrastructure

allocated by DTH OPERATOR in respect of the

broadcast signals of the TAJ channels by DTH

OPERATOR to its Subscribers shall be no worse

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than that of the signal of any other channel within

the same genre on its DTH Platform.

TAJ shall provide requisite number of Integrated

Receivers and Decoders (IRDs) subject to

payment of processing fees, interest free security

deposit per IRD and AMC charges as per the

terms of Hardware Loan Agreement to be

executed between TAJ and the DTH

OPERATOR. Further, the DTH OPERATOR shall

confirm the details of Integrated Receiver

Decoder(IRD‟s) in respect of all such channels

availed from TAJ in the format provided in

ANNEXURE - IV.

14. Audit TAJ representatives shall have the right, not more

than twice in each calendar year during the term

of the Agreement, to review and/ or audit the

Subscriber Management System (SMS),

Conditional Access System (CAS), other related

systems and records of Subscriber Management

System of the DTH OPERATOR relating to the

Channel(s) provided by TAJ for the purpose of

verifying the amounts properly payable to TAJ

under the Agreement, the information contained

in Subscriber Reports and full compliance with

the terms and conditions of the Agreement.

In the event an audit reveals that DTH

OPERATOR has under-reported the number of

Subscribers or the Monthly License Fee or has

misrepresented any item or has failed to keep

accurate and complete records:

(I) DTH OPERATOR shall make immediate

payment of all amounts due plus interest

thereon. In the event the audit reveals that the

License Fees due for any period exceeds the

Monthly License Fee reported by the DTH

OPERATOR by 2% or more, the DTH

OPERATOR shall in addition also pay TAJ, the

costs incurred in relation to the Audit and take

necessary steps to avoid such errors in future;

and

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(II) TAJ shall have the option in its sole

discretion (in addition to TAJ other rights and

remedies under law or equity) to suspend

delivery of the TAJ Channels pursuant to Clause

18 and/or to terminate the agreement as per

applicable law, in the event the DTH

OPERATOR fails to make payment of all

amounts due Late interest thereon and or fails to

take steps to avoid recurrence of errors in

reporting.

(III) The DTH OPERATOR shall remain the

sole owner and holder of all customer databases

compiled by the DTH OPERATOR under this

Agreement.

The DTH OPERATOR will maintain at its own

expense a subscriber management system

(“SMS”) capable of, at a minimum:

(a). maintaining a computerised customer

database capable of recording adequate

details of each Subscriber, including name,

address, chosen method of payment and

billing;

(b) administering subscriptions of Subscribers

by producing and distributing contracts for

new Subscribers and setting up and

maintaining an infrastructure whereby

Subscriber contracts are collected and

recorded in the SMS database for ongoing

administration;

( c ). handling all ongoing administrative

functions in relation to Subscribers,

including, without limitation, billing and

collection of subscription payments, credit

control, sales enquiries and handling of

complaints;

20

(d) administering payments of any

commission fees from time to time payable

to the DTH OPERATOR‟s authorised

agents for the sale to Subscribers of

programming packages;

(e) obtaining and distributing receivers and

smartcards, if applicable, to Subscribers,

and issue replacement smartcards from

time to time in its discretion; and

(f) enable new Subscribers via the SMS

addressing system and disable defaulting

Subscribers from time to time in its

discretion.

(IV) The DTH OPERATOR shall 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 filed 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 DTH

OPERATOR shall ensure that it‟s SMS

and billing software allows for monitoring

and printing historical data relating to

subscriber activation and/or deactivation,

going back to at least 2 (two) years at any

point of time.

(V) DTH OPERATOR shall, at the request of

TAJ, send a report in respect of systems,

21

measures and compliances with this

Clause 14, in accordance with the format

and medium, electronic and hard copy, as

may be specified by TAJ from time to

time. Such report shall be authenticated

by the agencies or vendors providing CA

software and subscriber management /

billing system software. It is agreed

between the Parties that neither TAJ‟s

acceptance of any such information or

payment, nor TAJ‟s inspection or audit of

the DTH OPERATOR's records or

accounts shall prevent TAJ from later

disputing the accuracy or completeness of

the same provided that TAJ submits

reasons for disputing the same.

(VI) The SMS, CAS, billing, IT systems, and

all Subscriber Records that are relevant

for the purpose of the Agreement shall be

available for inspection and audit by TAJ

or TAJ‟s representatives (i) at any time

during normal business hours during the

Term of this 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 DTH OPERATOR; and

(ii) on 3 (three) calendar days 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.

(VII) The DTH OPERATOR shall give TAJ‟s

representatives any assistance they may

reasonably require in connection with their

audit investigations. In the event a breach

of the Agreement has been discovered

during the course of such audit or

22

inspection, TAJ‟s representative‟s shall

have the right to take printouts,

photocopies and computer copies of the

Subscriber Records, or any portion

thereof, reasonably required to provide

evidence of such breach, and the DTH

OPERATOR agrees to extend reasonable

co-operation in this regard.

(VIII) In the event an audit or inspection by

TAJ‟s representative(s) reveals that the

DTH OPERATOR has under-reported or

has misrepresented any item having a

bearing on the computation of the License

Fee payable by the DTH OPERATOR,

TAJ shall provide the DTH OPERATOR

with written notice setting out the amount

of such additional fee (“Shortfall Amount”)

payable by the DTH OPERATOR to TAJ

(“Notice of Shortfall”). Upon receipt of the

Notice of Shortfall, the DTH OPERATOR

shall immediately, and in any event no

later that 2 (two) calendar days from the

date of receiving such Notice of Shortfall

pay the Shortfall Amount together with

interest at the Default Interest Rate for the

period from the date when the payments

should have been made by the DTH

OPERATOR until the actual date of

payment in the manner set out in Clause

9 of this Agreement.

(IX) If the Shortfall Amount due for any period

exceeds the fees reported by the DTH

OPERATOR to be due for such period by

2 (two) percent or more, the DTH

OPERATOR shall bear all costs incurred

by TAJ in connection with such review

and / or audit, and shall take any actions

necessary to avoid such errors in the

future and such obligation shall survive

23

the termination of the Agreement. If within

a period of 2 (two) weeks from the date of

demand by TAJ, the DTH OPERATOR

fails to pay the Shortfall Amount or any

other amounts found due on the basis of

such audit/ inspection, including the cost

and expenses of such audit/ inspection,

TAJ shall have the right to deactivate or

disconnect the Channel(s) and/or

terminate the Agreement in accordance

with applicable Law without prejudice to

its right to claim the amounts due to TAJ

in addition to any other action that may be

deemed appropriate.

(X) The scope of such audit conducted by

TAJ in accordance with Clause 14 (VI)

shall be as set out in ANNEXURE - V The

DTH OPERATOR shall provide full

cooperation to TAJ‟s auditors in order to

carry out the audit including but not limited

to granting unfettered, unqualified and

unrestricted access to DTH OPERATOR‟s

facilities and systems including but not

limited to SMS, CAS, IT, billing, and other

systems and providing documents as may

be required by the auditors. DTH

OPERATOR shall have no objection to

the auditors carrying or using their own

equipment, systems including but not

limited to laptops, 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 DTH OPERATOR shall

not refuse, oppose, or defeat data

retrieval, data storage, or data analysis by

the auditor at any stage during the audit.

The auditor shall own and possess all

working data. Further, the auditor shall be

free to decide and devise the

24

methodology and the manner for

conducting the audit. The provisions

contained in this Clause shall also apply

to Technical Audits as stated in Clause 15

herein below. Any breach by or on the

part of the DTH OPERATOR with regard

to the above covenants shall be construed

as material breach of this Agreement.

15. Anti Piracy In order to prevent theft, piracy, unauthorized

retransmissions, redistribution or exhibition,

copying or duplication of any Channel, in whole or

in part, (hereinafter collectively referred to as

“Piracy”), the DTH OPERATOR 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 a

non-discriminatory manner in writing, from time to

time, by TAJ. The DTH OPERATOR shall comply

with the Anti-Piracy Requirements of TAJ set out

in Clause VI and VII in ANNEXURE - V and also

provide full and complete information for

conducting Technical Audit by furnishing details

outlined in clause I, II, III, IV and V of

ANNEXURE - V attached herewith.

To ensure the DTH OPERATOR‟s ongoing

compliance with the security requirements set out

in the Agreement, TAJ may require technical

audits (“Technical Audit(s)”) conducted by an

independent and/or TAJ‟s representative security

technology auditor (“Technical Auditor and/or

TAJ‟s representative”), approved by TAJ in

writing no more than twice in each calendar year

during the Term, at TAJ cost and expense. If the

results of any Technical Audit are not found to be

satisfactory by either the DTH OPERATOR or

TAJ, then TAJ shall work with the DTH

25

OPERATOR in resolving this issue in the next

fourteen (14) business days. If a solution is not

reached at by then, TAJ may, in its sole

discretion, suspend the DTH OPERATOR‟s right

to distribute the Channels or take other actions as

provided under the Agreement, until such

systems, procedures and security measures have

been corrected to TAJ satisfaction. The DTH

OPERATOR 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 DTH OPERATOR to TAJ

satisfaction.

The DTH OPERATOR shall deploy finger printing

mechanisms to detect any piracy, violation of

copyright and unauthorized viewing of the

Channels, distributed / transmitted through its

Platform at least every 10 minutes on 24 x 7 x

365(6) basis.

The DTH OPERATOR shall not authorize, cause

or suffer any portion of any of the Channels to be

recorded, duplicated, cablecast, exhibited or

otherwise used for any purpose other than for

distribution by the DTH OPERATOR at the time

the Channels are made available. If the DTH

OPERATOR becomes aware that any

unauthorized third party is recording, duplicating,

cable casting, exhibiting or otherwise using any or

all of the Channels for any other purpose, the

DTH OPERATOR shall within ten minutes of so

becoming aware of such recording, duplicating,

cable casting, exhibiting or otherwise using any or

all of the Channels for any other purpose, notify

TAJ and the DTH OPERATOR shall also switch

off the concerned Set Top Box to prevent such

unauthorized use. However, use of a Set Top Box

with Personal Video Recorder/ Digital Video

Recorder facility which has been supplied by the

DTH OPERATOR shall not be treated as

unauthorized use, as long as such Set Top Box is

used in accordance with the terms and conditions

26

of the subscription agreement between the DTH

OPERATOR and the subscriber. The DTH

OPERATOR shall comply with the specifications

for Set Top Box, Conditional Access System and

Subscriber Management System as set out in

Annexure – VI attached herewith.

If so instructed by Information (as defined below)

by TAJ, the DTH OPERATOR 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 TAJ. 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 TAJ representatives through other

means of communications such as telephonic

message, fax etc and the said “information” shall

later be confirmed by TAJ through e-mail and the

DTH OPERATOR shall be under obligation to act

upon such information.

16. Reports The DTH OPERATOR will maintain at its own

expense a Subscriber Management System

(“SMS”) which should be fully integrated with the

CAS (Conditional Access System).

The DTH OPERATOR shall provide to TAJ

complete and accurate opening and closing

subscriber monthly reports (separately for

ordinary and commercial subscribers) for the TAJ

Channels and the tier and/ or package containing

TAJ Channels within seven (7) days from the end

of each month in the format provided by TAJ.

Such reports shall specify all information required

to calculate the Monthly Average Subscriber

Level (including but not limited to the number of

Subscribers for each TAJ Channel and each

27

package in which a TAJ Channel is included) and

the Licence Fees payable to TAJ and shall be

signed and attested by an officer of the DTH

OPERATOR of a rank not less than Head of

Department/ Chief Financial Officer who shall

certify that all information in the Report is true and

correct.

17. Acquired Systems If DTH OPERATOR merges with, acquires or is

acquired by a competing DTH OPERATOR within

the Territory (“Competing Platform”) and TAJ

Channels are not carried on the Competing

Platform at the time of merger and in the event

following the merger the Competing Platform

carries the „TAJ‟ Channel pursuant to this

Agreement or DTH OPERATOR distributes the

said Channel to the Subscribers of the

Competing Platform, DTH OPERATOR or the

successor shall be obligated to pay to TAJ an

increased Subscription Fee from the effective date

of the merger, as mutually negotiated between

Parties within 30 days from the date of the merger

on the basis of the subscriber base of DTH

OPERATOR and the Competing Platform or the

successor /affiliates/joint ventures/networks as the

case maybe. In case of parties failing to arrive at a

mutually acceptable Increased Subscription Fee,

the Parties agree to refer the matter to TDSAT. It

is hereby clarified that the increased Subscription

Fee shall be over and above the Subscription Fee

payable by DTH OPERATOR under this

Agreement.

If DTH OPERATOR merges with, acquires or is

acquired by a Competing Platform and the TAJ

Channel(s) are carried on Platform and the

Competing Platform, then the fee payable by the

combined entity / platform would be in accordance

with the respective agreements of TAJ, with the

platform and competing platform prior to such

merger, till a fresh agreement is entered into with

TAJ for the combined entity.

28

Identical procedures will be followed in

circumstances where the Platform merges with,

acquires or is acquired by multiple Competing

Platforms simultaneously or a party which owns

multiple Competing Platforms.

18. Suspension Rights Subject to any applicable laws, TAJ shall have

the right to suspend delivery of the TAJ Channels

to the DTH OPERATOR after giving 21 days

notice in terms of the applicable Law, in the event

of:

i. a material breach related to License Fee if

the same is not paid by the DTH

OPERATOR by the Due Date;

ii. a material breach related to anti piracy, if

such breach is not cured within the initial

notice period of two (2) days; or

iii. a material breach not related to anti piracy/

non payment of Monthly License Fee, if

such breach is not cured within the initial

ten (10) day notice period.

The DTH OPERATOR shall pay the License Fees

during such suspension period; provided

however, that if it is later proven that such

suspension was in bad faith or not in accordance

with the terms of this Agreement then TAJ shall

reimburse the DTH OPERATOR any amount paid

by the DTH OPERATOR to TAJ during such

suspension period.

19 Termination (A). Either Party has a right to terminate the

Agreement by a written notice, subject to

applicable Law, to the other in the event of:

i. material breach of the Agreement by the

other Party which has not been cured

within Twenty One (21) days of being

required in writing to do so;

29

ii. the bankruptcy, insolvency or appointment

of receiver over the assets of the other

Party;

iii. the Digital addressable cable TV system

license or any other material license/

permission necessary for the DTH

OPERATOR to operate its DTH services

being revoked at anytime other than due to

the fault of the DTH OPERATOR.

I TAJ shall have the right to terminate this

Agreement by a written notice to the DTH

OPERATOR forthwith if:

i. DTH OPERATOR breaches any of the Anti

Piracy Requirements and fails to cure such

breach within ten (10) days of being

required in writing to do so; or

ii. TAJ discontinues the TAJ Channels with

respect to all distributors in the Territory.

II The DTH OPERATOR shall have the right to

terminate this Agreement on written notice to TAJ

if the DTH OPERATOR discontinues its cable

business and provides at least ninety (90) days

prior written notice.

III In the event that the Parties fail to enter into a

new agreement prior to the expiry of the Term,

the provisions of the Agreement shall continue to

apply to the Channels provided to the DTH

OPERATOR until the earlier of: (i) the execution

of a new agreement between the Parties for the

provision of the Channels; or (ii) 3 (three) months

from the date of expiry of Agreement. In the

event that the Parties enter into a new agreement

in respect of the Channels, prior to the expiry of

the aforesaid period of 3 (three) months, the new

agreement shall apply from the date of expiry of

the Term

30

IV The procedure for disconnection of signals of

the Channels by either Party shall be subject to

the provisions contained in Regulation 6 of the

Interconnection Regulations

V In the event the IRD Box/CAM and or Viewing

Card is/are transferred to any other location in

breach of this Agreement, the Agreement shall be

automatically terminated without prejudice to any

other rights of TAJ under this Agreement or Law.

VI TAJ shall have the right to disconnect the

Channels provided to the DTH OPERATOR at

any time by giving a prior written notice of 21

(twenty one) calendar days, specifying the

reasons for such disconnection.

VII The right of TAJ to terminate this Agreement

shall be in addition to, and without prejudice to

any other rights or remedies available to TAJ

under this Agreement or Law.

20. Effect of Termination Upon expiration or termination of the Agreement,

all rights granted to and obligations undertaken

by the Parties under the Agreement shall

terminate immediately except:

i. DTH OPERATOR‟s obligations to pay

Subscription Fees accrued under the

Agreement upon or prior to the expiration

or termination of the Agreement; and

ii. the indemnity obligations of the Parties;

and

iii. the confidentiality obligations of the

Parties; and

iv. such other rights as may accrue to the

Parties under applicable laws.

In addition, DTH OPERATOR shall forthwith:

31

v. 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

Broadcaster may require;

vi. cease to provide or distribute/ transmit the

Channels to the Subscribers;

vii. return back to the Broadcaster the IRDs.

viii. The DTH OPERATOR shall prepare and

deliver to TAJ a final Subscriber Report

relating to any amounts due to TAJ

forthwith;

ix. All Promotional Materials of TAJ and/or

Confidential Information, which are in the

possession of the DTH OPERATOR, its

sub-operators or any of their Affiliates or

under their control shall be returned to TAJ

or be otherwise disposed of in accordance

with the TAJ‟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 Area.

Termination of the Agreement shall not absolve

the DTH OPERATOR of its obligations and

stipulations under the Agreement.

The provisions of Clauses 24, 26-35 shall survive

the termination of this Agreement.

32

21. Intellectual Property (I) TAJ and its licensors shall have the sole right

and privilege to determine which events and

programmes, advertisements, messages and the

like shall be included in the channels. the DTH

OPERATOR agrees and undertakes to distribute

the channels in their entirety in the same manner

as such channels are delivered by TAJ, without

any cutting, editing, dubbing, scrolling or ticker

tape, interruptions, picture squeezing or re-sizing,

insertion of graphic or animated overlays, pull-

throughs or crawls, deletions or additions,

blacking out, substituting or any other

modification, alteration, addition, deletion or

variation, substituting or any other modification,

alteration, addition, deletion, variation or other

interference or interruption in any manner.

(II) The DTH OPERATOR shall use its best

efforts to promote an awareness of the Channel

among its Subscribers and potential subscribers.

The DTH OPERATOR acknowledges that the

Channel Marks and associated marks and names

(and the names of programs which appear in the

Service) are and shall remain the exclusive

property of TAJ and its licensors, as applicable.

The DTH OPERATOR has not and shall not

acquire any proprietary or other rights or interests

therein by reason of this Agreement. TAJ shall

have the sole discretion to approve the use of

such Channel Marks by the DTH OPERATOR

with respect to the programmes included in the

Channels. The DTH OPERATOR shall keep fully

confidential and shall not publish or disseminate

any material or information which violates any

conditions imposed by TAJ or its programme

suppliers and disclosed to DTH OPERATOR by

for the purpose of this Agreement. TAJ

acknowledges and agrees that the DTH

OPERATOR shall have the 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 electronic program guide if any.

33

(III) All rights to the Channels and its contents are

specifically reserved to TAJ and its licensors, as

appropriate, and may be freely exercised and

exploited by them by any means, any locations

and in any manner whatsoever.

(IV) Notwithstanding anything contained in this

Agreement, the DTH OPERATOR agrees that

TAJ, its parent, successors, assigns or any entity

that owns or controls TAJ, directly or indirectly

during the Term hereof or for any extension, may

re-name and/or re-brand the Channels in its sole

discretion.

22. Representations And Warranties

(I) Each Party represents and warrants to the

other Party that:

(a) each of them is a duly incorporated and is a

validly existing 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 hereof, this Agreement shall

be legally binding on such Party and enforceable

against such Party and will not result in any

violation of any applicable Law;

(c) it has obtained, and shall maintain in full force,

during the Term of this Agreement, 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,

licence 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.

(II) The DTH OPERATOR undertakes, represents

and warrants to TAJ that:

34

(a) the DTH OPERATOR 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 DTH

OPERATOR to operate the Distribution System

within the permitted Area. The registration or

license to operate the DTH Platform within the

permitted Territory and all other necessary

supporting documents, including licenses or

registrations of all sub-operators are valid and

shall continue to remain valid during the Term of

this Agreement. The DTH OPERATOR confirms

that it shall abide by the applicable Laws and

Regulations and shall duly inform TAJ in the

event of any changes or termination in its

registrations or in the event of a change in name

within 10 (ten) calendar days of such change. Any

failure on the part of the DTH OPERATOR to

inform TAJ 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 DTH OPERATOR 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 DTH

OPERATOR being revoked, varied, cancelled,

suspended or not renewed.

( c ) the Distribution Systems used by it to

exercise the rights under this Agreement meet the

requirements of applicable Laws and regulations,

as amended from time to time, and this

Agreement. The DTH OPERATOR shall not

generate or retransmit any unencrypted signals or

feeds from its Head End;

35

(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

and shall not remove/shift any equipment used to

avail of the Services from the address referred to

in Annexure-IV, without the prior written consent

of the Licensor;

(e) it shall not shift, remove, modify, misuse or

tamper with the equipment used to avail of the

Services including the paper seal to prevent

opening of the equipment or any signals

emanating there from, in a manner that prevents

the identification of the equipment number or

interferes with the signals emanating there from;

(f) it shall not distribute the Channels other than

by itself as specified in clause II of Annexure-IV

hereto or otherwise deal with the Channels except

as expressly authorized under this Agreement. It

is hereby clarified that the DTH OPERATOR shall

offer the Channel(s) to it subscribers either on A-

la-carte or within and as part of Subscriber

Package;

(g) it shall not distribute the Channels (i) outside

the Area; (ii) to any other Person other than the

Subscriber in a manner specified in the

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 DTH OPERATOR to

discharge all its obligations under this Agreement.

The DTH OPERATOR 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 DTH

OPERATOR to TAJ in connection with this

Agreement has been provided in good faith. All

36

information which has been provided by the DTH

OPERATOR to TAJ 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 DTH OPERATOR has not received any

petition for, and no order has been made or a

resolution been passed for the winding up of the

DTH OPERATOR or for the appointment of any

provisional liquidator or administrator over any or

all the assets of the DTH OPERATOR or the

suspension of payments, a moratorium of any

indebtedness, winding-up, dissolution,

administration or re-organisation (by way of

voluntary arrangement, scheme of arrangement or

otherwise) of the DTH OPERATOR 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 DTH

OPERATOR.

(k) there are no legal proceedings pending against

the DTH OPERATOR which would materially

affect the ability of the DTH OPERATOR to

perform its obligations under this Agreement.

The provisions of this Clause 22(II) shall also

apply to sub-operators and Affiliates of the DTH

OPERATOR who are distributing the Channels

through the Distribution System in the Area. The

breach of any of the above shall constitute a

material breach of this Agreement and shall

entitle TAJ to terminate this Agreement. The

rights of TAJ under this Clause shall be in

addition to and without prejudice to any other

rights available to it in Law or under this

Agreement.

(III) Except as expressly set out in this

agreement and to the maximum extent permitted

37

by Law, the Channels are provided by the

Licensor on an 'as-is' 'where-is' basis without

warranties of any kind whatsoever, express or

implied, including in relation to quality,

merchantability, fitness for purpose or non-

infringement or that the services will be error free

or uninterrupted.

23. Regulatory Intervention In the event that there is any change to any

applicable statutes, enactments, acts of

legislation or parliament, laws, ordinances, rules,

by-laws or regulations of any government or

statutory authority in India including but not

limited to the Ministry of Information and

Broadcasting and The Telecom Regulatory

Authority or any final un-appealable order of any

competent court or tribunal which would have a

material adverse effect on either of the Parties,

then the affected Party may request that the

Parties consult as soon as reasonably practicable

with a view to negotiating in good faith an

amendment to this Agreement including but not

limited to the license fees payable hereunder,

such amendment to take effect from the date of

such change. In the event that the Parties are

unable to agree on an amendment within forty-

five (45) days of the date of the request by the

affected Party, then either Party may request

TDSAT to resolve such dispute.

24. Indemnity and Limitation of Liability

(I) The DTH OPERATOR shall without any

limitations as to time period or amounts

keep and hold TAJ and its Affiliates,

officers, directors, employees and agents

fully indemnified and harmless against all

claims, suits, actions, proceedings, causes

of action, damages, awards, liabilities,

costs and/or expenses of any kind

(including reasonable attorney‟s fees)

arising out of any misrepresentation or

38

fraud committed by the DTH OPERATOR,

or actual or alleged breach of any terms of

this Agreement by the DTH OPERATOR

(including but not limited to breach of any

representation and warranty provided by

the DTH OPERATOR to TAJ).

(II) It is expressly understood and agreed

between the Parties that TAJ shall have no

liability or obligation whatsoever under this

Agreement, towards the DTH

OPERATOR, the Subscribers or any other

person or Governmental Authority, arising

from and/or in respect of:

(a) any defect in any Equipment (including

without limitation IRDs / Viewing Cards)

attributable to or resulting from any

unauthorized/improper use, tampering,

negligence or failure to follow TAJ's

instruction, or any use of the Equipment

with any apparatus or Equipment not

authorized by TAJ, in which event TAJ

shall not be under any obligation to provide

DTH OPERATOR with any other

Equipment;

(b) any inaction, default or on the part of

the DTH OPERATOR, its distributor or

installer;

(c) any delay or failure in the performance

of this Agreement caused by any reason or

event beyond the control of TAJ;

(d) deactivation, disconnection, interruption

of the Channels or termination of this

Agreement by TAJ in accordance with the

terms of this Agreement for any reason

whatsoever (including without limitation on

account of the non-payment of License

Fee by the DTH OPERATOR or on

account of any other breach of this

Agreement by the DTH OPERATOR); or

39

(e) failure on the part of the DTH

OPERATOR to maintain the licenses and

approvals required under applicable Law;

(III) The DTH OPERATOR undertakes that it

shall be solely responsible for 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 DTH

OPERATOR. Nothing in this Agreement or

the contract(s) executed between the

Subscriber and the DTH OPERATOR or

the operator or sub-operator shall entitle

the Subscriber to receive the Channels

from TAJ or create any direct relationship

between the Subscriber and TAJ.

(IV) TAJ shall not be liable to the DTH

OPERATOR, any Subscriber or to any

other Person, 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 Channels

or for any inconvenience, disappointment

due to deprival of any programme or

information whether attributable to any

negligent act or omission or otherwise.

(V) Without prejudice to the foregoing, the

maximum aggregate liability of TAJ for

proven and awarded direct damages or

losses that may arise out of or in

connection with this Agreement shall not

exceed the License Fee actually paid by

the DTH OPERATOR to TAJ hereunder.

25. Compliance with Laws: The DTH OPERATOR, its sub-operators and

their respective affiliates shall at all times ensure

40

that their employee(s), directors(s), personnel

adhere to all applicable laws, including but not

limited to the anti-corruption and anti-bribery

laws, provisions of the prevention of corruption

act, 1988, prevention of money laundering Act,

2002. The DTH OPERATOR, further agree that

any person working on their behalf in connection

with the services or this agreement shall not

make any payment or transfer anything of value,

directly or indirectly to: any governmental official

or employee (including employees of

government-owned and government-controlled

corporations and public international

organizations); any political party, official of a

political party, or candidate for public office; any

intermediary, including, but not limited to, agents

or family members of government officials, for

payment to any government official; any other

person or entity in a corrupt or improper effort to

obtain or retain business or any advantage, in

connection with TAJ‟s affairs; any person selling

a competing product in order to eliminate or

restrict competition, including, but not limited to,

agreements to divide the market; or any other

person or entity; if such payment or transfer

would violate the applicable law of the country.

26. Confidentiality (I) subject to clause 26 (III) the parties agree

to keep all confidential information including

without limitation, data pertaining to the business

of the other party, subscriber details, license fee,

pricing, information regarding the strategy and

volume of business of the other party strictly

confidential at all times.

(II) Any information provided by one Party to

the other Party under the Agreement is to be

held strictly in confidence by the other Party and

shall not be used by the other Party for a

purpose other than the purpose for which it is

intended under this Agreement without written

consent of the other.

41

(III) Notwithstanding the provisions contained

in Clause 26(I) and 26(II), either Party may

disclose Confidential Information:

(a) if and to the extent necessary to be disclosed

under the applicable Law or by any Governmental

Authority to whose jurisdiction the Party is

subject;

(b) in so far as it is required to be disclosed to

Affiliates, the employees, directors or

professional advisers of any Party, provided that

any such disclosure is on a need-to-know basis

and the disclosing Party shall procure that the

persons to whom it is disclosed in terms of this

provision treat such information as confidential;

(c) if and to the extent the Confidential

Information has come into the public domain,

otherwise than as a direct or indirect

consequence of any breach of the terms and

conditions of this Agreement and through no

fault of that Party; or

(d) if and to the extent all the other Parties

have given prior written consent to the disclosure

of such Confidential Information.

27. Specific Performance The parties agree that damages may not be an

adequate remedy and the parties shall be

entitled to an injunction, restraining order, right

for recovery, suit for specific performance or

such other equitable relief as a court of

competent jurisdiction may deem necessary or

appropriate to restrain the other party from

committing any violation or 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

the parties may have at law or in equity,

including without limitation a right for damages.

42

28. Guarantee The DTH OPERATOR shall procure that its

affiliates, sub-operators and their affiliates who

are operating in the area comply with the terms

of this agreement and perform their obligations

hereunder. The DTH OPERATOR guarantees

the performance of the obligations under the

terms of this agreement. Any breach or default of

this clause by the DTH OPERATOR shall

constitute a material breach by the DTH

OPERATOR of the terms of this Agreement.

29. Agency Neither the DTH OPERATOR nor TAJ shall be

or hold itself out as the agent of the other under

this Agreement except with the express written

consent of the other. No third party shall be

deemed to have any privity of contract or direct

contractual or other relationship with TAJ by

virtue of this Agreement or by TAJ‟s delivery of

the services to the DTH OPERATOR.

30. Waiver No waiver of any of the terms or conditions hereof

shall be valid or binding unless made in writing

and duly executed by or on behalf of the Parties.

No waiver by any party of any default with respect

to any provision, condition or requirement hereof

shall be deemed to be a waiver of any other

provision, condition or requirement hereof. No

delay or omission of any Party to exercise any

right hereunder on one occasion in any manner

shall impair the exercise of any such right on any

other occasion.

31. Force Majeure Neither party shall be liable to the other for any

delay in the performance of its obligations caused

by any reason beyond its reasonable control,

including without limitation, an act of god,

Governmental action, war, civil insurrection, riot,

act of terrorism, labour unrest or dispute,

epidemics or satellite failure or satellite jamming

which may affect the retransmission of signals of

any of the channels to the subscribers. provided

that nothing contained in this clause shall apply to

the obligation of the DTH OPERATOR the pay

43

the License Fee in accordance with this

Agreement.

32. Assignment The DTH OPERATOR shall not have the right

without the prior written consent of TAJ, to

assign, transfer, convey, delegate or sub-contract

this Agreement or any of its rights or obligations

hereunder. TAJ 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 TAJ.

33. Notices Any Notice provided for in this Agreement shall

be In writing and shall be (I) First transmitted by

Email or facsimile transmission, and then

confirmed by Postage, Prepaid Registered Post

With Acknowledgement Due or by Internationally

Recognised Courier Service; or (Ii) Sent by

Postage, Prepaid Registered Post With

Acknowledgement Due Or By Internationally

Recognized Courier Service:

A. In the case of notices to TAJ:

Mr. [●]

Address:

Facsimile:

Email:

B. In the case of notices to the DTH

OPERATOR:

Mr. [●]

Address:

Facsimile:

Attention:

Email:

34. Severability If any provision of this Agreement is determined

to be invalid, illegal or unenforceable by a

competent legal forum, the remaining provisions

44

of this Agreement shall continue in full force and

effect.

35. Jurisdiction The Governing law shall be the Indian Law and

Telecom Disputes Settlement and Appellate

Tribunal (TDSAT) shall have exclusive jurisdiction

in respect of any dispute between the parties,

arising out of/ in connection with or as a result of

the Agreement. Further, in case of dishonor of

cheque(s), the parties agree that the Delhi courts

only shall have the exclusive jurisdiction to try

cases under section 138 of the Negotiable

Instruments Act, 1881. Disputes or differences

arising between the parties as to the effect,

validity or interpretation of this Agreement or to

their Rights , duties or liabilities there under,

failing amicable resolution through mutual

negotiations, shall be subject to the exclusive

jurisdiction of Courts of New Delhi.

45

ANNEXURE - I

TAJ CHANNELS

List of Standard Definition (SD) Channels offered to DTH Operators

Sr.

No

Name of the Channel(s)

1 Zee TV

2 Zee Cinema

3 Zee Marathi

4 Zee café

5 Zee Studio

6 Zee Bangla

7 Zee Salaam

8 Zee ETC

9 Zing

10 Zee Jagran

11 Zee Talkies

12 Zee Khana Khazana

13 Zee Smile

14 Zee Kannada

15 Zee Telugu

16 Zee Classic

17 Zee Action

18 Zee Premier

19 9X

20 Zee Bangla Cinema

21 Zee Q

22 & Pictures

23 Zee Anmol

24 Zindagi

25 Zee News

26 Zee Punjab Haryana Himachal

27 Zee Business

28 Zee Sangam

29 24 Ghanta

30 Zee 24 Taas

31 Zee Tamizh

32 Zee Kalinga

33 Zee Madhya Pradesh

46

Chattisgarh

34 Zee Marudhara

35 Ten Sports

36 Ten Cricket

37 Ten Action

38 Ten Golf

II List of High Definition (HD) Channels offered on DTH Platform

Sl no.

Name of the Channel

1 Ten HD

2 Zee TV HD

3 Zee Cinema HD

4 Zee Studio HD

******

47

ANNEXURE - II

RATES OF TAJ CHANNELS OFFERED IN STANDARD DEFINITION (SD)

APPLICABLE TO ORDINARY SUBSCRIBERS ON DTH PLATFORM

Rates of TAJ channels applicable to Ordinary Subscribers including

Commercial Subscribers other than (i) hotels with rating of three star and

above; (ii) heritage hotels (as described in the guidelines for classification of

hotels issued by department of tourism, government of India; (iii) any other

hotel, motel, inn and such other commercial establishment providing board

and lodging and fifty or more rooms; and in respect of programmes shown on

the occasion of a special event for common viewing, at any place registered

under the entertainment tax law and to which access is allowed on payment

basis for a minimum of fifty persons.

Rate Card applicable for DTH OPERATOR’s for Ordinary Subscribers.

* A-La-Carte Rates TAJ Channels:

Sl

no.

Name of the

Channel

Genre Analog Rate

payable for each

Ordinary

subscriber.

(Rs)

Rate payable per

month by DTH

OPERATOR for each

Ordinary Subscriber

(42% of Analogue

rate)

(Rs.)

1 Zee TV Hindi General

Entertainment

15.96 6.70

2 Zee Cinema Hindi Movies 15.96 6.70

3 Zee Marathi Marathi General

Entertainment

9.84 4.13

4 Zee Cafe English General

Entertainment

9.84 4.13

5 Zee Studio English Movies 8.61 3.62

6 Zee Bangla Bangla

Entertainment

9.97 4.19

7 Zee Salaam Urdu Infotainment 17.25 7.24

8 Zee ETC Hindi General

Entertainment

3.69 1.55

9 Zing Music/Youth GEC 6.15 2.58

10 Zee Jagran Spiritual and

Religious

2.46 1.03

48

Entertainment

11 Zee Talkies Marathi Movies 19.07 8.00

12 Zee Khana

Khazana

English Lifestyle 34.50 14.49

13 Zee Smile Hindi General

Entertainment

7.56 3.18

14 Zee Kannada Kannada Regional

General

Entertainment

9.18 3.86

15 Zee Telugu Telugu Regional

General

Entertainment

12.80 5.38

16 Zee Classic Hindi Movies 12.30 5.17

17 Zee Action Hindi Movies 12.30 5.17

18 Zee Premier Hindi Movies 13.78 5.79

19 9X Hindi General

Entertainment

23.57 9.90

20 Zee Bangla

Cinema

Bangla Movies 18.63 7.82

21 Zee Q Hindi Educational 115.00 48.30

22 & Pictures Hindi Movies 20.70 8.69

23 Zee Anmol Hindi General

Entertainment

FTA FTA

24 Zindagi Hindi General

Entertainment

25.20 10.58

25 Zee News Hindi News 9.22 3.87

26 Zee Punjab

Haryana

Himachal

Regional News 1.84 0.77

27 Zee Business Hindi Business

News

5.91 2.48

28 Zee Sangam Regional News FTA FTA

29 24 Ghanta Bangla Regional 7.38 3.10

30 Zee 24 Taas Marathi News 10.45 4.39

31 Zee Tamil Tamil Regional FTA FTA

32 Zee Kalinga Regional Odia

Infotainment

12.79 5.37

33 Zee Madhya

Pradesh

Chattisgarh

Hindi Regional 10.45 4.39

34 Zee

Marudhara

Hindi /Rajasthani

Regional

12.65 5.31

49

35 Ten Sports Sports 18.46 7.75

36 Ten Cricket Sports 40.77 17.12

37 Ten Action Sports 40.25 16.90

38 Ten Golf Sports 41.40 17.39

* Note: 1. A-La-Carte Rates of TAJ Channels includes 15% hike pursuant to the

Telecommunication (Broadcasting and Cable) Services

Interconnection (Second) Tariff (Eleventh Amendment) Order, 2014

dated 31st March 2014.

2. Inflation related hike/increase in the Rates notified by TRAI by way of

Tariff Order or otherwise would become automatically applicable to

this agreement w.e.f. the date of such notification and the affiliate

would be liable to pay the increased subscription fee from the

notification date.

II RATES OF HIGH DEFINITION (HD) CHANNELS APPLICABLE TO

ORDINARY SUBCRIBERS ONLY

Sl

no.

Name of the Channel Rate payable by DTH Operator for each

Ordinary Subscriber.

(Rs.)

1 *Ten HD 125

2 *Zee TV HD 30

3 *Zee Cinema HD 30

4 *Zee Studio HD 30

* Zee TV HD; Zee Cinema HD, Zee Studio HD and Ten TD channels are

available only on Digital Addressable Platform(s) comprising transmission through

Digital Addressable Cable system, DTH, IPTV and HITS Platforms.

Note:

# The rates of TAJ channels (Standard Definition feed) as mentioned above are

as per the interim order of the Hon‟ble Supreme Court dated 18th April, 2011, in

Civil Appeal No‟s 2847 to 2854 of 2011 and D 8827/2011 i.e 42% of the rates

specified by for non addressable analog systems;

The rates filed, are without prejudice to our rights and contentions in Civil

Appeal No‟s 829 to 833 of 2009 pending adjudication before the Hon‟ble

Supreme Court or any other legal proceedings initiated by any other

50

Broadcasters/entities inter alia in relation to the Telecommunication

(Broadcasting and Cable) Services (Second) Tariff order (Eighth Amendment)

Order 2007 dated 4th October, 2007;

The above mentioned rates filed, are without prejudice to our rights and

contentions (including the rights and contentions of the Broadcasters with

respect to Rate applicable to Add-On Packages) in Civil Appeal No‟s 2847 to

2854 of 2011 and D 8827/2011 pending adjudication before the Hon‟ble

Supreme Court or any other legal proceedings initiated by any other

Broadcasters/entities inter alia in relation to the Telecommunication

(Broadcasting and Cable ) Services (Fourth) (Addressable Systems) Tariff Order

2010 dated July 21, 2010.

The rate mentioned for the ala carte channel(s) are per “subscriber” per

month rates. The Rate per subscriber per month for the ala carte channel,

would increase by the inflation rate as specified by TRAI from time to time

and/or such rate as may be prescribed under existing regulatory regime.

The rates mentioned are exclusive of any taxes and levies imposed by local

or central authorities including but not limited to Service Tax.

******

51

ANNEXURE – III

I. RATES OF STANDARD DEFINITION (SD) CHANNELS APPLICABLE TO

COMMERCIAL ESTABLISHMENTS VIDE A SEPARATE AGREEMENT

OTHER THAN FOR ORDINARY SUBSCRIBERS

Rates of TAJ channels applicable to Commercial Establishments i.e. (i) hotels

with rating of three star and above; (ii) heritage hotels (as described in the

guidelines for classification of hotels issued by department of tourism,

government of India; (iii) any other hotel, motel, inn and such other

commercial establishment providing board and lodging and fifty or more

rooms; and in respect of programmes shown on the occasion of a special

event for common viewing, at any place registered under the entertainment

tax law and to which access is allowed on Payment basis for a minimum of

fifty persons.

Ala-Carte Rates for TAJ Channels

Sl no.

Name of the

Channel

Rate Per TV set per

Month (exclusive of

taxes) (Rs.)

Rate applicable for

Public Viewing Area

(PVA) per TV per

month (in Rs.)

1 Zee TV 90.00 2,000

2 Zee Cinema 50.00 2,000

3 Zee Marathi 12.00 1,000

4 Zee Cafe 40.00 1,000

5 Zee Studio 46.00 1,000

6 Zee Bangla 12..00 1,000

7 Zee Salaam 26.00 1,000

8 Zee ETC 12.00 1,000

9 Zing 10.00 1,000

10 Zee Jagran 5.00 1,000

11 Zee Talkies 12.00 1,000

12 Zee Khana Khazana 100.00 2,000

13 Zee Smile 45.00 1,000

14 Zee Kannada 12.00 1,000

15 Zee Telugu 12.00 1,000

16 Zee Classic 20.00 1,000

52

17 Zee Action 12.00 1,000

18 Zee Premier 12.00 2,000

19 9X 45.00 1,000

20 Zee Bangla Cinema 35.00 1,000

21 Zee Q 300.00 5,,000

22 & Picture 50.00 1,000

23 Zee Anmol FTA FTA

24 Zindagi 200.00 2,000

25 Zee News 16.50 1,000

26 Zee Punjab, Haryana,

Himachal

12.00 1,000

27 Zee Business 20.00 1,000

28 Zee Sangam FTA FTA

29 24 Ghanta 12.00 5,000

30 Zee 24 Taas 12.00 1,000

31 Zee Tamizh FTA FTA

32 Zee Kalinga 40.00 1,000

33 Zee Madhya

Pradesh, Chatttisgarh

12.00 1,000

34 Zee Marudhara 30.00 1,000

35 Ten Sports 80.00 2,000

36 Ten Cricket 100.00 2,000

37 Ten Action 175.00 5,000

38 Ten Golf 1,000.00 5,000

II RATES OF HIGH DEFINITION (HD) CHANNELS APPLICABLE TO

COMMERCIAL ESTABLISHMENTS

Sl no.

Name of the Channel Rate Per TV set per

Month (exclusive of

taxes)

(Rs.)

Rate applicable for

Public Viewing Area

(PVA) per TV per

month

(Rs.)

1 Zee TV HD 150 5,000

2 Zee Cinema HD 150 5,000

3 Zee Studio HD 150 5,000

4 Ten HD 500 5,000

53

NOTES:

The ala carte rates mentioned are for per TV set and PVA per month rates.

The rates mentioned are exclusive of any taxes and levies imposed by local

or central authorities.

******

54

ANNEXURE – IV

(I) DETAILS OF CERTIFICATE / REGISTRATION ISSUED BY

MINISTRY OF INFORMATION AND BROADCASTING TO

OPERATE WITHIN THE TERRITORY AS PER APPLICABLE LAWS

AND REGULATIONS

Address –

(II) DETAILS OF INTEGRATED RECEIVER DECODERS (IRD’s).

NAME OF

THE

CHANNEL

S

INTEGRATED RECIVER DECODER

(IRD’s) No.:

Viewing Card No.:

(III) Address for locating equipment:

55

(IV) All sub-operators and cable operators of the DTH OPERATOR as on the

effective date of the Agreement through whom the Subscribers shall receive

the Service during the term of the Agreement is as follows:

S.

No

Affiliate (if

applicable)

Sub-

Operator

Address and

contact

details

Area Subscriber

base

56

ANNEXURE - V

TAJ’S SCOPE OF AUDIT

I. Head End Audit DTH OPERATOR should provide Complete Accurate

Schematic Diagram of their Head End , Earth Stations, Systems and

Processes for Audit and Auditing Purpose.

DTH OPERATOR to submit & confirm the no. of MUX‟s (Multiplexer

Units) installed with active TS (Transport Stream) outputs. This should

include physical audit of head end, earth station and analysis of TS

stream from the Mux.

All TS from MUX should be encrypted for the territory.

DTH OPERATOR to ensure that his Network Watermark logo is inserted

on all Pay Channels at encoder end only.

II. CAS Audit: DTH OPERATOR to provide all below information

correctly:Make & version of CAS installed at Head End.

CA system certificate to be provided by DTH OPERATOR.

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

or Bouquet / Subscriber Packagewise.

STB‟s & cards to be uniquely paired from DTH OPERATOR before

distributing box down the line.

DTH OPERATOR to declare by undertaking the no of encryptions

CAS/SMS he is using at the head end and in future if he is integrating

any additional CAS/SMS same should be notified to TAJ by means of

a fresh undertaking.

57

Reconciliation of CAS database (active cards, service wise and

Bouquet / Subscriber Package wise) with SMS database to be

provided by DTH OPERATOR. CAS vendor required to certified

reconciliation of data.

No activation / deactivation from direct CAS system, it must be routed

via SMS client only.

DTH OPERATOR should provide CAS vendor certified copies of

active/deactivate channel wise/product wise report

&Bouquet/Subscriber Package/ product report during audit period.

CA system should have the capability of providing history of all

actions taken for last 2 years.

III. 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:

Unique Customer Id

Subscription Contract number

Name of the subscriber

Billing Address

Installation Address

Landline telephone number

Mobile telephone number

Email id

A – la carte Channels or Bouquet / Subscriber

Packagesubscribed to

Unique STB Number

Unique VC Number

The SMS should be able to undertake the viewing and printing

historical data in terms of the activations, deactivations etc.

58

Location of each and every set top box VC unit

The SMS should be capable of giving the reporting at any desired

time about:

The total no subscribers authorized

The total no of subscribers on the network

The total no of subscribers subscribing to a particular service at

any particular date.

The details of channels opted by subscriber on A-la-carte

basis.

The Bouquet / Subscriber Packagewise details of the channels

in the Bouquet / Subscriber Package.

The Bouquet / Subscriber Package wise subscriber numbers.

The ageing of the subscriber on the particular channel or

Bouquet / Subscriber Package

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 Operators 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 MUX‟s installed with active TS outputs. Also

whether all TS from MUX are encrypted.

v. Review whether Live diagram / fibre details of network are captured in

SMS system

vi. To check if DTH OPERATOR specific coding / ID is available for

Finger Printing

59

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 CAS.

xii. Review if all the active and de-active STBs are synchronized in both

SMS and CAS.

xiii. Validate if independent logs/report can be generation for active and

de-active VCs with the product/channels active in both SMS & CAS.

xiv. Review if the system support the Finger Printing and OSD features at

Box level, Customer account level as well as Global level.

xv. Validate if all the STBs are individually addressable from the System

and are paired with the viewing cards.

xvi. Review the Electronic Programming Guide to check LCN/CDN and

genre of all Channels

xvii. Review the various packages programmed in the Systems with

respect to the subscriber reports submitted to TAJ/ Aggregators.

xviii. Extraction and Examination of System Generated reports, statistics,

data bases, etc. pertaining to the various Bouquets, Subscriber

Package, Channel availability, bouquet / Subscriber Package

composition, rates,

xix. Review of the following reports are supported by SMS and CAS.

a. Total no of Subscribers – active & de-active separately

60

b. De-active subscribers with ageing

c. Channel wise Subscribers - total

d. Channel wise Subscribers – split by Bouquet / Subscriber

Package

e. Revenue by Bouquet, Subscriber Package or A-la-carte

Channel

f. Subscriber/Revenue Reports by State/City

g. No of Bouquets / Subscriber Package offered

h. List of Channels / rates of each Bouquet / Subscriber Package

i. Rate Card Options offered / Attached with active Subscribers

j. Historical data reports

k. Free / demo Subscribers details

l. Exception cases – active only in SMS or CAS

IV. STB Audit: All STB should be individually paired in advance with unique

smart card at central warehouse of DTH OPERATOR before handing down

the line distribution.

DTH OPERATOR to provide details of manufacturers of STB‟s being

used / to be used by him (OS/Software, memory capacity, zapping

time). All STBs must be secure chipset with chipset pairing

mandatory.

DTH OPERATOR should provide one set of all type/model of boxes

for testing and monitoring purpose.

All STBs used by DTH OPERATOR‟s should be certified by their CAS

vendor.

Forensic watermarking to be implemented on the DTH OPERATOR

headend & STBs.

ECM/EMM base Forced messaging full screen and ticker mode

should be available.

All the STBs should have embedded Conditional Access.

61

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

i. Macro vision 7 or better on Composite video output.

ii. Macro vision 7 or better on the Component Video output.

iii. HDCP copy protection on the HDMI & DVI output.

iv. DTCP copy protection on the IP, USB, 1394 ports or any

applicable output ports.

Types of boxes launched / to be launched:

Vanilla STB

DVR STB

Others (please specify)

Please furnish STB details as following:

Open Standards or Proprietary?

62

Audio Video and Data I/O Configuration?

Local Storage?

Smarts Card?

PVR Functionality?

Tamper Resistance?

I/O Copy Protection? Please provide the details.

I/O Interface to Other Devices?

Are the STB‟s interoperable?

DVR / PVR STB should be compliance of following;

Content should get recorded along with FP/watermarking/OSD

& also should display live FP during play out.

Recorded content should be encrypted & not play on any other

devices.

Content should get record along with entitlements and play out

only if current entitlement of that channel is active.

User should not have access to install third party

application/software.

Does the Set Top Box support any type of interactive middleware?

Please describe.

V. Distribution Network Audit: DTH OPERATOR should provide below

information in detail:

Fiber network and PIT information on Geo Map.

Service area to be defined.

VI. Anti Piracy Measure: Use of any device or software should not invalidate

the fingerprinting.

The OVERT Finger Printing should not be removable by pressing any

key from the remote.

63

The OVERT Finger printing should be on the top most layer of the

video.

The Finger printing should be such that it can identify the unique STB

number or the unique Viewing Card (VC) number.

The Finger printing should appear on all the screens of the STB, such

as Menu, EPG etc.

The location of the Finger printing should be changeable from the

Head end and should be random on the viewing device.

The Finger printing should be possible on global as well as on the

individual STB basis.

The Overt finger printing and On screen display (OSD) messages of

the respective should be displayed by the DTH OPERATOR without

any alteration with regard to the time, location, duration and

frequency.

Covert finger printing should be available.

No common interface Customer Premises Equipment (CPE) to be

used.

The STB should have a provision that OSD is never disabled.

VII. Commercial Audit*1. Provide system generated Channel-wise and Bouquet

/ Subscriber Package-wise reports of channels for the 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

Bouquet / Subscriber Package change request process

Customer Retention process, if any

Deactivation and churn process

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3. Understand/ verify the various Bouquets / Subscriber Package being offered

to customers

Obtain details of all approved Bouquets / Subscriber Package and

add on which are being offered to customers

Interactions with the Operator‟s marketing and sales team on how the

various channels are being marketed

Any special marketing schemes or promotions

Details of the consumers subscribing to the various Bouquets /

Subscriber Package, 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 or

Bouquets / Subscriber Package

Any reconciliations / checks /adjustments carried out before sending

the declarations

5. Analyze declaration reports on a sample basis:

Reconciling the declaration figures with base data from various

systems (SMS / Provisioning / Billing and Authentication systems)

Analyse the computation of average subscribers

Ascertain the average subscribers for a specific period on a sample

basis by generating a sample report for a given period in the

presence of the representative/auditors

6. Analysis of the following - :

Input and change controls of customer data into SMS

SMS user access controls – authentication, authorization and

logging

Analyze system logs to identify any significant changes or trail of

changes made

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Security controls over key databases and systems including not

limiting to SMS, Provisioning, authentication and billing systems

Review the system logic for the reports which are inputs to

Broadcaster declarations

Channel allocation/fixation to a particular LCN/CDN

Mapping of subscriber id across the CRM and SMS billing system if

the same is different across the systems

Sample of activation and deactivation request logs

Opening and closing numbers of the active subscribers for sample

months ( report to be taken in front of the auditors/ rep)

Confirmation of the numbers on the middle of the month on a

random chosen dates ( report to be taken in front of the auditors/

representatives of both parties)

Live Demo of the queries being put in to the system to generate

different reports.

List of CAS and SMS used by DTH Operator.

.

In case of multiple CAS being used by DTH OPERATOR, to understand

synchronization between multiple CAS and SMS.

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ANNEXURE - VI

SPECIFICATIONS FOR SET TOP BOXES (STBs), CONDITIONAL ACCESS

SYSTEM (CAS) & SUBSCRIBER MANAGEMENT SYSTEM (SMS)

A. STB Requirements:

1. All the STBs should have embedded Conditional Access.

2. The STB should be capable of decrypting the Conditional Access inserted by

the Headend.

3. The STB should be capable of doing Finger printing. The STB should

support both Entitlement Control Message (ECM) & Entitlement

Management Message (EMM) based fingerprinting.

4. The STB should be individually addressable from the Headend.

5. The STB should be able to take the messaging from the Headend.

6. The messaging character length should be minimal 120 characters.

7. There should be provision for the global messaging, group messaging and

the individual STB messaging.

8. The STB should have forced messaging capability.

9. The STB must be BIS compliant.

10. There should be a system in place to secure content between decryption &

decompression within the STB.

11. The STBs should be addressable over the air to facilitate Over The Air (OTA)

software upgrade.

B. Fingerprinting Requirements:

1. The finger printing should not be removable by pressing any key on the

remote.

2. The Finger printing should be on the top most layer of the video.

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3. The Finger printing should be such that it can identify the unique STB

number or the unique Viewing Card (VC) number.

4. The Finger printing should appear on all the screens of the STB, such as

Menu, EPG etc.

5. The location of the Finger printing should be changeable from the Headend

and should be random on the viewing device.

6. The Finger printing should be able to give the numbers of characters as to

identify the unique STB and/ or the VC.

7. The Finger printing should be possible on global as well as on the individual

STB basis.

8. The Overt finger printing and On screen display (OSD) messages of the

respective broadcasters‟ should be displayed by the DTH OPERATOR/ LCO

without any alteration with regard to the time, location, duration and

frequency.

9. No common interface Customer Premises Equipment (CPE) to be used.

10. The STB should have a provision that OSD is never disabled.

C. Conditional Access System (CAS) & Subscriber Management System

(SMS) Requirements:

1. The current version of the conditional access system should not have any

history of the hacking.

2. The fingerprinting should not get invalidated by use of any device or

software.

3. The STB & VC should be paired from head-end to ensure security.

4. The SMS and CA should be integrated for activation and deactivation

process from SMS to be simultaneously done through both the systems.

Further, the CA system should be independently capable of generating log of

all activations and deactivations.

5. The CA should be known to have capability of upgrading the CA in case of

a known incidence of the hacking.

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6. The SMS & CAS should be capable of individually addressing subscribers,

on a channel by channel and STB by STB basis.

7. The SMS should be computerized and capable to record the vital information

and data concerning the subscribers such as:

a. Unique Customer Id

b. Subscription Contract no

c. Name of the subscriber

d. Billing Address

e. Installation Address

f. Landline no

g. Mobile No

h. Email id

i. Service/ Package subscribed to

j. Unique STB No

k. Unique VC No

8. The SMS should be able to undertake the:

a. Viewing and printing historical data in terms of the activations,

deactivations etc

b. Location of each and every set top box/ VC unit

c. The SMS should be capable of giving the reporting at any desired

time about:

i. The total no subscribers authorized

ii. The total no of subscribers on the network

iii. The total no of subscribers subscribing to a particular service at any

particular date.

iv. The details of channels opted by subscriber on a-la carte basis.

v. The package wise details of the channels in the package.

vi. The package wise subscriber numbers.

vii. The ageing of the subscriber on the particular channel or package

viii. The history of all the above mentioned data for the period of the last 2

years

9. The SMS and CAS should be able to handle at least one million concurrent

subscribers on the system.

10. Both CA & SMS systems should be of reputed organization and should have

been currently in use by other pay television services that have an aggregate

of at least one million subscribers in the global pay TV market.

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11. The CAS system provider should be able to provide monthly log of the

activations on a particular channel or on the particular package.

12. The SMS should be able to generate itemized billing such as content cost,

rental of the equipments, taxes etc.

13. The CA & SMS system suppliers should have the technical capability in India

to be able to maintain the system on 24x7 basis throughout the year.

14. CAS & SMS should have provision to tag and blacklist VC numbers and STB

numbers that have been involved in piracy in the past to ensure that the VC

or the STB cannot be re-deployed.

D. HD Set-Top-Box Requirements:

1. The HD boxes shall be tamper resistant.

2. Security codes must be securely stored in the HD box.

3. There should not be any testing points or interfaces in the HD box provided

to the Subscribers.

4. Security system in a HD box or otherwise must have the capability to detect

clone devices.

5. HD box must enforce reasonable usages rules carried by the license.

6. The decryption and decoding processes must be integrated into a single

process in the HD box.

7. The video path from decryption to video outputs must be secured.

8. PVR content is protected. Any set top box or HD box utilising built in PVRS‟s

shall employ an encryption system for the storage of material that binds the

material to that particular set top box or HD box.

9. HD box shall have the ability to add finger printing in the video outputs

(preferred in track clone/compromised devices).

10. HD boxes shall have:

a. CGMS/A capability for analogue outputs;

b. HDCP capability for DVI and/or HDMI outputs; and

c. DTCP capability for 1394, USB, Ethernet and/or other applicable outputs

if provided.

11. Method of recording – External recording device i.e pen drive/USB hard disk

or internal hard disk. All recording to be in encrypted form & can play out

only if channel has entitlements.

12. DVR/PVR should record content along with all FP/OSD/watermarking.

13. The STB should have embedded CA & not have CAM slot.

******

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ANNEXURE – VII

DECLARATION FORM TO BE OBTAINED FROM CAS PROVIDER

(ON THE CAS PROVIDER ’S LETTER HEAD)

TO WHOEVER IT MAY CONCERN

This is to certify that M/s _________________________________________,

having its Registered office at __________________________________________

and having its headend at ________________________________________ has

installed Conditional Access System (CAS) of our company for its DTH operations.

Date of CAS Installation: ________________ CAS Version:

______________________

CAS ID: ____________________________, NETWORK ID:

___________________

With respect to the CAS installed at above mentioned headend and in terms of

Schedule 1 of The Telecommunication (broadcasting and Cable Services)

Interconnection (Fifth Amendment) Regulations, 2009 dated 17th March 2009

issued by Telecom Regulatory Authority of India (TRAI). we confirm the following:

1. The current version of CAS does not have any history of hacking.

2. We have the capability of upgrading of CAS in case it gets hacked at any

point of time.

3. The CAS is currently in use by other pay TV services providers including

other DTH Operators (s) and it has an aggregate of at least One (1) million

subscribers in the global pay TV market.

4. The installed CAS has the capacity to handle at least One (1) million

subscribers in the system.

5. We, the CAS system provider are able to provide monthly log of activation

and deactivation on a particular channel or on a particular Bouquet /

Subscriber Package provided by the DTH operator to its end subscribers.

6. We have the technical capability in India to maintain this CAS system on

24x7 basis throughout the year.

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7. This CAS installed is independently capable of generating log of all

activations and deactivations.

8. This CAS has the provision to tag and blacklist VC numbers and STB

numbers that have been involved in piracy in the past to ensure that the VC‟s

or the STB‟s cannot be redeployed.

9. The installed CAS is capable of individually addressing subscribers choice of

channel(s), on a channel by channel and STB by STB basis.

10. This CAS installed has the capability to store history logs of all activations

and deactivations for the period of last 2 years for every channel and

Bouquet/ Subscriber Package introduced and made available by the DTH

Operator to its last mile subscribers.

Please find enclosed sample log of all activations & deactivations of a particular

channel generated from the installed CAS system.

Thanking you,

For (CAS company name)

(Signature)

Name: ______________________

Designation: _______________________(not below the level of COO or CEO or

CTO)

Company seal:

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ANNEXURE – VIII

SMS DECLARATION FORM

(ON SMS PROVIDER COMPANY’S LETTER HEAD)

TO WHOEVER IT MAY CONCERN

This is to certify that M/s __________________________________,having its

Registered Office at_____________ ________________________________ and

having its headend at _________________ has installed SMS of our Company for

its DTH operations.. ____

Date of SMS Installation : _---------------------

_____________________________________

SMS Version :___----------------------___________________

With respect to the SMS installed at above mentioned headend and in terms of

Schedule 1 of of The Telecommunication (broadcasting and Cable Services)

Interconnection (Fifth Amendment) Regulations, 2009 dated 17th March 2009

issued by Telecom Regulatory Authority of India (TRAI). we confirm the following:

1. The installed SMS is currently in use by other pay TV service providers

including other DTH operator(s) having an aggregate of at least One (1)

million subscribers in the global pay TV market.

2. The installed SMS has the capacity to handle at least One (1) million

subscribers in the system.

3. We have the technical capability in India to be able to maintain their system

on 24 x 7 basis throughout the year.

4. We, the SMS system provider are able to provide monthly log of activation

and deactivation on a particular channel or on a particular Bouquet /

Subscriber Package which is or will be provided by the DTH operator.

5. This SMS has the provision to tag and blacklist VC numbers and STB

numbers that have been involved in piracy in the past to ensure that the VC‟s

or the STB‟s cannot be redeployed.

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6. The installed SMS is capable of individually addressing subscribers choice,

on a channel by channel and STB by STB basis as well.

7. This installed SMS is independently capable of generating log of all

activations and deactivations.

8. This installed SMS has the capability to store history logs of all activations

and deactivations for the period of last two (2) years for every channel

provided by the DTH operator..

Please find enclosed sample log of all activations & deactivations of a particular

channel generated from the installed SMS system.

Thanking you,

For (SMS company name)

(Signature)

Name: ______________________

Designation: _______________________(not below the level of COO or CEO or

CTO)

Company seal: