New Distributor Agreement- UPW.1

8/10/2019 New Distributor Agreement- UPW.1

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DISTRIBUTION AGREEMENT

This Distr ibution Agreement ( Agreement ) made at ______________ on this___ day of __________.

Between

Bhart i Airtel Limited , a co mp any r egi s te r ed u nd er the Com pan ie s Act , 1 ! "ha#ing i ts registered off ice at Bhart i Crescent , 1 , $e%son &ande%a 'oad, asantun* +hase , $ew De%hi 11-- -, which e/pression sha%% un%ess repugnant to the

con te/ t o r m ean in g the r eo f in c%ud e i t s su ccesso rs0 in 0 in ter e st an d p e rm it t edassigns inc%uding affi%iates, subsidiary group companies, of the First Part .

( Bh ar ti Ai rt e% 2i mi te d s ha %% h er ei na ft er b e r ef er re d t o a s Ai rtel andindi#idua%%y asBharti )

And

& s. a + rop r ie tor ship +ar tne r sh ipcon cern a co mp any in co rp ora ted u nd er th e Co mp anie s Ac t , 1 ! " h a# ing i t sregistered office pr incipa% p%ace of business at

________________________________________________, by and through i ts+roprietor +artner Director ______________________ (hereinafter referred to asthe Distri!"t#r which e/pression un%ess repugnant to the conte/ t or meaningt he re of s ha %% m ea n 3 i nc %u de hi s he r th ei r h ei rs , a ss ig ns , e /e cu to rs a ndad min is t ra tor s i t s su ccesso rs0 in 0 in ter e st and p e rm i tt ed a ssig ns , o f t he ThirdPart .

$%EREAS&

Bharti Airtel Limited Confidential Distributor 1


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(A) Airte% has been issued a 4nified Access 5er#ice 2icence by the Department of Te%ecommunication ( D#T ), &inistry of Communications, 6o#ernment of ndia, to

pro#ide #oice and data ser#ices to #ar ious Customers across a%% the Te%ecom Circ%es inndia.

(B) Airte% is desirous of appointing a distributor for the purpose of distributing the pre0paidce%%u%ar ser#ices pro#ided by Airte% to the Customers through +re0paid 5 & Cards 'echarge ouchers 0top up or any other mode, either physica% or e%ectronic,e#idencing ta%7 time ser#ices ( the Pre'(aid Ser)i*e O++erings , Pr#d"*ts ).

(A) The Distributor is desirous of distributing the +re0paid 5er#ice 8fferings +roductsand has represented to Airte% that it has the necessary Distribution Channe% (defined

be%ow) which sha%% inc%ude ade9uate inf rastructure and capabi%ity to carry out itsob%igations as a distributor.

(C) Based on the aforesaid representation, Airte% has agreed to appoint the Distributor for the aforementioned purpose of distributing the +re0paid 5er#ice 8fferings +roductswithin the Territory on the terms and conditions detai%ed herein.

(D) The +arties hereto are desirous of reducing to writing the understanding arri#ed at between them.

NO$ T%IS AGREEMENT $ITNESSET% AND IT IS %EREB- AGREED B- ANDBET$EEN T%E PARTIES %ERETO AS FOLLO$S&

./ INTERPRETATION AND DEFINITIONS

1.1 The terms defined hereunder sha%% ha#e the meaning as specified un%ess otherwise specifiedin this Agreement. :ords importing the singu%ar sha%% inc%ude the p%ura% a%so and #ice0#ersaas the conte/t so permits. The term ;inc%uding; as used in this Agreement means ;inc%udingwithout %imitation;.

or a#oidance of doubt contro% sha%% mean ownership or contro%,either direct%y or indirect%y, of more than fifty percent (!- ?) of the #oting rights of suchentity or of the board of directors of such entity.

APEF sha%% mean the Airte% +re0paid @nro%%ment >orm fi%%ed out by the Customer whointends to purchase Airte% +re0paid 5er#ice 8fferings +roducts from the DistributionChanne%

01#mmen*ement Date sha%% mean the date on which this Agreement sha%% come intoforce in accordance with the pro#isions contained herein be%ow.

1#m(etiti)e Tele(h#n2 Ser)i*es sha%% mean any te%ecommunications ser#ices offered byany third person or entity other than Airte%, which uses ce%%u%ar radio te%ephony

communications or any other techno%ogy capab%e of pro#iding ser#ices simi%ar to those pro#ided by Airte%, inc%uding, without %imitation enhanced mobi%e radio communications,digita% mobi%e radio communications, specia%i ed mobi%e radio communications, persona%

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communication ser#ices, persona% communications networ7s, sate%%ite communications andsimi%ar techno%ogies and wou%d inc%ude any agent of such third person or entity.


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TRAI sha%% means Te%ecom 'egu%atory Authority of ndia constituted under the T'AAct, 1 as amended from time to time.

1. @/cept where the conte/t otherwise re9uires, references to one gender inc%ude the other gender, the singu%ar inc%udes the p%ura% and #ice0 #ersa.

1. 'eferences to C%auses are references to C%auses of this Agreement.

1. 'eferences to any %egis%ation or to any pro#ision of any %egis%ation sha%% inc%ude anymodification or re0enactment of that %egis%ation or any %egis%ati#e pro#ision substituted for,and a%% ru%es and regu%ations and statutory instruments issued under such %egis%ation or

pro#ision.

1.! Eeadings to the C%auses of this Agreement are inserted for con#enience on%y and sha%% notaffect the construction or interpretation of this Agreement.

1." Any Amendment to this Agreement and its recita%s and a%% certificates and such other amendment agreements and circu%ars de%i#ered pursuant to this Agreement in respect of thesub*ect matter of this Agreement sha%% form an integra% part of this Agreement.

4/ S1OPE OF AGREEMENT

.1 Airte% hereby appoints the Distributor on a principa% to principa% basis for distributionof the +re0paid 5er#ice 8fferings +roducts in the Territory, on the terms andconditions enumerated herein be%ow.

. During the subsistence of this Agreement, the Distributor sha%% not, at any time, either direct%yor indirect%y, be engaged in the business of pro#iding any ser#ice to any person entity

pro#iding Competiti#e Te%ephony 5er#ices, without obtaining the prior written appro#a% of Airte%.

. The Distributor e/press%y agrees and understands that Airte% sha%%, during the subsistence of this Agreement, be entit%ed to appoint third persons parties to pro#ide +re0paid 5er#ice8ffering +roducts and that this Agreement does not confer any e/c%usi#e right on theDistributor for the same. >urther, this Agreement does not confer any territoria% right, to theDistributor, to e/c%usi#e%y perform the 5er#ices from the te%ecom circ%e(s) of 4ttar +radesh

(:est)

5/ TERM

The Term sha%% commence from the @ffecti#e Date and sha%% e/pire on the @nd Date

t is e/press%y co#enanted that any transaction by way of comp%etion of ser#icesafter the termination of this Agreement but initiated prior to the termination of thisAgreement sha%% not be construed to be and sha%% not be an e/tension of thisAgreement.

6/ RELATIONS%IP



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.1 The Distributor sha%% se%% the +re0paid 5er#ice 8fferings +roducts as an independent entity andon a non0e/c%usi#e basis. $othing contained herein sha%% be deemed to create any

partnership, *oint #enture or emp%oyment between the +arties hereto or between Airte% andthe DistributorFs representati#es and emp%oyees. The Distributor sha%% not ha#e theauthority to bind, to contract in the name of or to create a %iabi%ity for Airte%, in any manner whatsoe#er.

. The DistributorFs personne%, emp%oyees, agents or representati#es ha#e no authority and or right to bind Airte% in any manner. t is c%arified that the personne% emp%oyed by theDistributor sha%% be the so%e emp%oyees of Distributor and Airte% sha%% ha#e no financia% or statutory responsibi%ity towards them.

7/ PA-MENTS8 DIS1OUNTS AND TA9ES

!.1 The Distributor sha%% ma7e a%% payments towards the purchase of the +re0paid 5er#ice8fferings +roducts purchased from Airte% in ad#ance.

!. The Distributor agrees and ac7now%edges that the +re0paid 5er#ice 8fferings +roductsare of different types and denominations and may be changed by Airte% from time totime as it deems fit.

!. Airte% sha%% intimate the price s of the +re0paid 5er#ice 8fferings +roducts to the Distributor from time to time.

!. The Distributor agrees and ac7now%edges that the prices of the +re0paid 5er#ice 8fferings +roducts are sub*ect to #ariation changes during the subsistence of this Agreement at theso%e discretion of Airte%. The Distributor, further, underta7es to strict%y comp%y with Airte%Fs

directions with regard to the ma/imum retai% price at which the Distributor can distributethe +re0paid 5er#ice 8fferings +roducts, either physica% or e%ectronic, to theDistribution Channe% Customers.

!.! $o costs, payments and e/penses sha%% be borne by Airte% un%ess specifica%%y mentioned in thisAgreement or mutua%%y agreed by +arties in writing.

!." A%% ta/ or statutory %iabi%ities arising in connection with transactions or any other ob%igations pertaining to the Distributorship sha%% be the responsibi%i ty of the Dis tributor.

!. The Distributor sha%% be responsib%e for comp%iance and payment of a%% ta/es, duties, %e#ies,

cess, surcharge or any other charges that may be app%icab%e on the Distributor or for the+re0paid 5er#ice 8fferings +roducts pro#ided under this Agreement by whatsoe#er name.

:/ SE1URIT- DEPOSIT

i. The Distributor sha%%, on or before e/ecution of this Agreement, deposit with Airte% a sumof Rs/ ,' ;R"(ees Onl2< asan interest0free refundab%e security deposit. The aforementioned security deposit sha%%remain deposited with Airte% during the Term of this Agreement. Based on businessre9uirements and the transactions between the +arties, Airte% may re9uire the Distributor todeposit additiona% security deposit with it. The Distributor sha%%, immediate%y on recei#ing

written intimation from Airte%, arrange to pro#ide the additiona% security deposit re9uired by Airte%.

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ii. Airte% sha%%, sub*ect to the pro#isions of this Agreement, refund the security deposit to theDistributor on the e/piry or termination of this Agreement. The +arties further agree thatAirte% has the abso%ute and comp%ete right to deduct from such security deposit the amountswhich may be found to be due, outstanding and payab%e to Airte% by Distributor for anyreasons whatsoe#er, inc%uding the breach of any of the terms of this Agreement.

iii. The Distributor, further, agrees that Airte% sha%% be entit%ed to set0off the security depositamount against any amount payab%e by the Distributor to Airte% in connection with theDistributorFs ob%igations under indemnity.

=/ OBLIGATIONS OF DISTRIBUTOR

.1 The Distributor agrees and underta7es to strict%y obser#e and perform the terms and conditionsset out in this Agreement.

. The Distributor sha%% ha#e and sha%% maintain ade9uate independent manpower and other infrastructure for the purpose of carrying out its ob%igations under the Agreement. A%% thecontractua% and statutory payments inc%uding wages, sa%ary, pro#ident fund contribution,etc. payab%e to DistributorFs emp%oyees sha%% be the so%e responsibi%ity of the Distributor.

. 5ub*ect to the pro#isions of C%ause ." and sub*ect to the a#ai%abi%ity of the +re0paid 5er#ice8fferings +roducts, Airte% sha%% pro#ide the +re0paid 5er#ice 8fferings +roducts to theDistributor in such mi/ as it deems fit, after ta7ing into account the orders for the +re0paid5er#ice 8fferings +roducts recei#ed from the Distributor. Airte% sha%% not be %iab%e for any%oss, pi%ferage or damage to the +re0paid 5er#ice 8fferings +roducts stored and so%d by theDistributor and the same sha%% be the so%e responsibi%ity of Distributor. 'is7 in thedistribution of Airte% +re0paid 5er#ice 8fferings +roducts, whether used or unused, sha%%

pass to the Distributor upon de%i#ery of the same by Airte%.

. $otwithstanding anything contained in C%ause . , the Distributor sha%% not be responsib%e for pro#ision of te%ecom +re0paid 5er#ice to the Customer, which sha%% remain Airte%Fs so%eresponsibi%ity. The DistributorFs ro%e sha%% be essentia%%y of distribution of the +re0paid5er#ice 8fferings +roducts, on a principa% to principa% basis.

.! t is agreed between the parties that Airte% sha%%, at its so%e discretion, rep%ace the +re0paid5er#ice 8fferings +roducts and the Distributor sha%% pay for such rep%acements. Thisrep%acement wi%% be made on%y in respect of such +re0paid 5er#ice 8fferings +roductswhich ha#e manufacturing defect(s) and, if such defect is communicated to Airte% within areasonab%e period of time by the Distributor. >or a#oidance of doubt, the abo#erep%acement sha%% on%y app%y in the e#ent the airtime of a +re0paid 5er#ice has not beenuti%i ed ti%% the time of e/piry of the re%e#ant +re0paid 5er#ice 8fferings +roduct. 8n beinginformed by the Distributor about such a defect, Airte% sha%% deacti#ate the said defecti#e+re0paid 5er#ice 8fferings +roduct. The Distributor sha%% indemnify Airte% against a%%

proceedings, c%aims, e/penses and %iabi%ities whatsoe#er which may be ta7en or madeagainst or incurred by Airte% due to deacti#ation of +re0paid 5er#ice 8fferings +roducts.The Distributor agrees and ac7now%edges that Airte% sha%% not rep%ace any +re0paid 5er#ice8fferings +roducts that ha#e become unusab%e sub0standard destroyed due toG

i. natura% ca%amities or occurrences or circumstances beyond the reasonab%e contro% of either +arty, or

ii. neg%igence of the Distributor in storage, or

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iii. theft of the +re0paid 5er#ice 8fferings +roducts.

." t is agreed that, sub*ect to c%ause .! abo#e, Airte% sha%% not accept any +re0paid 5er#ice8fferings +roducts for e/change refund by the Distributor. The Distributor sha%% store or otherwise 7eep the +re0paid 5er#ice 8fferings +roducts in such a way as to c%ear%yindicate at a%% times that the same are easi%y identified with the +re0paid 5er#ice andsha%% not remo#e, obscure or de%ete any mar7 p%aced (which enab%es their identificationwith Airte%) on these +re0paid 5er#ice 8fferings +roducts by Airte%.

. The Distributor sha%% store +re0paid 5er#ice 8fferings +roducts in a proper manner and a%soget the same insured against a%% ris7s, at the DistributorFs own cost and sha%% hand themo#er to the Distribution Channe% in a condition that wi%% ensure that a%% +re0paid 5er#ice8fferings +roducts reach the Customer in perfect appearance and usab%e condition.

.H The Distributor sha%% ensure that when the Distribution Channe% pro#ides +re0paid 5er#ice8fferings +roducts to the Customer, it wi%% supp%y copies of the information %eaf%ets,

brochures, user guides and the +ersona% dentification $umber (+ $) and + $ 4n%oc7ingey (+4 ), which are necessary for the Customer to effecti#e%y uti%i e the +re0paid

5er#ice 8fferings +roducts. These %eaf%ets, brochures and user guides sha%% be pro#ided byAirte% to the Distributor, from time to time.

. The Distributor sha%% use reasonab%e efforts to distribute the +re0paid 5er#ice 8fferings +roducts. During the term of this Agreement (and any e/tensions thereof), neither theDistributor nor its Affi%iates sha%% direct%y or indirect%y, without the prior written consent of Airte%G 0

(i) &ar7et, so%icit, se%%, offer or accept offers to mar7et, so%icit, se%% or offer anyCompetiti#e Te%ephony 5er#ices.

(ii) nduce or refer any actua% or prospecti#e Customer to subscribe to any Competiti#eTe%ephony 5er#ices,

(iii) +ro#ide any Customer or any third party with any information data pertaining toany Competiti#e Te%ephony 5er#ices.

.1- The Distributor sha%% not, direct%y or indirect%y or through the Distribution Channe%, offer the +re0paid 5er#ice 8fferings +roducts outside the Territory or to any persons in theTerritory 7nowing or ha#ing reasons to be%ie#e that such +re0paid 5er#ice 8fferings +roducts wou%d be further pro#ided outside the Territory.

.11 The Distributor sha%% ensure that the Distribution Channe% responsib%e for pro#iding the+re0paid 5er#ice 8fferings +roducts to the Customers in the Territory is in %ine withAirte%Fs po%icy as may be intimated by Airte% to the Distributor from time to time. TheDistributor underta7es to obtain underta7ings indemnities from a%% personne% forming partof the Distribution Channe% (in the form and manner as may be prescribed by Airte% fromtime to time) prior to their appointment to the Distribution Channe%. The Distributor agreesand ac7now%edges that the Distribution Channe% sha%% be co0e/istent and co0terminus withthis Agreement.

.1 The Distributor sha%% not offer the +re0paid 5er#ice 8fferings +roducts to any Customer or

to his Distribution Channe% at a price higher than the ma/imum retai% price. 5imi%ar%y, theDistributor sha%% ensure that the Distribution Channe% does not offer the +re0paid 5er#ice



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8fferings +roducts to the Customers at a price higher than the stipu%ated ma/imum retai% price.

.1 As re9uired by the DoT and T'A , the Distributor sha%% send to Airte% the correct andcomp%ete%y fi%%ed out Customer A+@>, a%ong with proof of address (+8A) 3 proof of identity (+8 ) as per D8T accepted document %ist (communicated by Airte% from time totime), to enab%e Airte% to 7eep a record of Customer A+@> and documents supporting thesame. The Distributor underta7es to acti#ate the +re0paid 5er#ice pertaining to the +re0paid5er#ice 8fferings +roducts so%d by the Distribution Channe% on%y after it recei#es and#a%idates that A+@>, +8 and +8A are comp%ete%y and correct%y fi%%ed (i.e., the detai%s onthe A+@> match with those on the +8 and +8A documents submitted by the Customer and that the Distribution Channe% has certified that these ha#e been du%y chec7ed withorigina%s from the Customer at the time of app%ication for new 5 & connection).

.1 To ensure that the abo#e is comp%ete and correct, it wi%% be the DistributorFs responsibi%ityto educate and inform the Distribution Channe% it appoints thatG

the A+@> is comp%ete, correct%y fi%%ed up and signed by the Customer,

the CustomerFs photograph is affi/ed on the A+@>,

the CustomerFs photograph on the A+@> is to be ta%%ied with the photograph on the+8 ,

the Distribution Channe% has to #erify the se%f attested copy of the +8 and +8Asubmitted by the Customer at the point of sa%e with the origina%s before handing o#er of 5 & to the Customer. The Distribution Channe% has to sign and certify that origina%s of

the documents co%%ected from the Customer ha#e been seen and #erified. the detai%s on the A+@> ta%%y with the detai%s on the +8 and +8A documents submitted

by the Customer.

This acti#ity is to be underta7en certified by the Distribution Channe% with signature,stamp and date on the A+@>. Distribution Channe% a%so has to be informed about theconse9uent %iabi%ities for any 7ind of non0comp%iance of this important acti#ity.

.1! As agreed between the +arties, Airte% sha%% pro#ide materia% containing information detai%sabout the +re0paid 5er#ice 8fferings +roducts to the Distributor, for the purpose of creating awareness towards the +re0paid 5er#ice 8fferings +roducts. The Distributor sha%%further pro#ide the aforementioned materia% to the Distribution Channe% and ensure that thesame are prominent%y disp%ayed by the Distribution Channe% at %ocation at which the +re0

paid 5er#ice 8fferings +roducts are offered to Customers. The Distribution Channe% sha%%,for the purposes of creating mar7et awareness, 7eep sufficient number of %eaf%ets, boo7%etsor any other information brochures, re%ating to the +re0paid 5er#ice in its possession and

pro#ide the same to prospecti#e Customers. 5uch materia% sha%% be supp%ied by theDistributor to the Distribution Channe% from the stoc7s supp%ied to it by Airte%. Themateria% so pro#ided sha%% remain Airte%Fs property and the Distributor sha%% use a%%reasonab%e efforts to return the same to Airte% on the e/piry of this Agreement.

.1" The Distributor agrees to use its best efforts to meet the performance targets ad#ised byAirte%, from time to time.

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.1 The +arties agree to re#iew the mar7et conditions and performance on a month%y basis andAirte% sha%% ad#ise the Distributor in writing of any shortfa%% in the performance targets. TheDistributor sha%% furnish its action p%an to meet such shortfa%% to Airte% in writing. The+arties may re0set the targets of performance as per the mar7et conditions and, in the e#entthat the performance targets are not re0set, the pre#ious monthFs targets wi%% app%y to theDistributor.

.1H The Distributor sha%% 7eep stoc7 at a target #a%ue as ad#ised by Airte% from time to time based on mar7et dynamics. The Distributor sha%% ma7e month%y stoc7 chec7s to ensure anade9uate stoc7 of the +re0paid 5er#ice 8fferings +roducts to meet the e/pected needs of the mar7et and sha%% pro#ide Airte% with an item wise appraisa% of the stoc7 in its

possession.

.1 (a) 8n entering into this Agreement, the Distributor sha%% during the Term or anycontinuation of it pro#ide Airte% such information as that may assist Airte% to inf%uence theconduct of its business, immediate%y on becoming aware of the same. The Distributor sha%%a%so pass on any information that it may become aware of, which is %i7e%y to pre*udice the

pro#ision of the +re0paid 5er#ice 8fferings +roducts.

(b) The Distributor sha%% submit reports and other information re%ated to the business inthe format as intimated by Airte% from time to time. The reports shou%d be submitted tothe designated Airte% officia%s in a time frame as re9uired by Airte% from time to time.

(b) The Distributor sha%%, as agreed by +arties, pro#ide an estimate of the #o%ume of ordersto be p%aced with Airte% for the ensuing month, item wise, but such estimate sha%% not be

binding on either +arty and the Distributor sha%% furnish an ana%ysis of business carriedout by it to Airte% as agreed by the +arties.

(c) The Distributor sha%%, at a%% reasonab%e times, permit Airte% and or its representati#es toinspect and ta7e copies of a%% things materia% to the business that is the sub*ect matter of this Agreement and for this purpose to enter any premises used in connection with the

business.

. - n the e#ent of any dispute arising between the Distributor and a Customer or prospecti#eend0user, the Distributor sha%% forthwith inform Airte% and pro#ide Airte% with detai%s of thecircumstance of the dispute and sha%% not institute proceedings in respect of it without the

prior written consent of Airte%. f any %ega% proceeding is instituted by any Customer, theDistributor sha%% immediate%y intimate the same to Airte% and pro#ide a%% documents andinformation to enab%e Airte% to ta7e appropriate action.

. 1 The Distributor sha%% comp%y with (i) a%% DoT ru%es and regu%ations, a%% tariffs, and any ru%esand procedures of Airte% or other 6o#ernmenta% bodies re%ating to the distribution of the+re0paid 5er#ice 8fferings +roducts and (ii) a%% ru%es and procedures concerning theconduct of the DistributorFs business re%ating to the +re0paid 5er#ice 8fferings +roductsreasonab%y prescribed from time to time by Airte% in writing. Airte% sha%% gi#e the Distributor at %east three ( ) wor7ing days notice prior to the effecti#e date of any new ru%es and or

procedures prescribed by Airte%, and or of any change.

. The Distributor sha%% not ma7e any representation to Customers or otherwise or to gi#e anywarranties other than those contained in the standard terms and conditions %aid down byAirte% from time to time.

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The +arties may, either direct%y or through a third party, either *oint%y or se#era%%y, organi e programs for the Distribution Channe% to ma7e them fami%iari e on a%% aspects of the use of the +re0paid 5er#ice 8fferings +roducts to enab%e efficient pro#isioning of theDistributorFs ob%igations hereunder.

@. INDEMNIFI1ATION

.1 The Distributor hereby agrees to indemnify, defend and ho%d Airte% and its directors,officers, emp%oyees, agents, and or assignees, their heirs and %ega% representati#es, harm%essagainst any %iabi%ities for any c%aims whatsoe#er, and or demands arising out of the conductof the DistributorFs business, or breach or #io%ation by it of any of its terms of thisAgreement.

. The Distributor hereby indemnifies and 7eeps indemnified Airte% from and against a%%c%aims, damages, costs and %oss incurred or suffered by Airte% as a resu%t of anyrepresentations warranties made by the Distributor in any form to any person re%ating toany aspect of the +re0paid 5er#ice 8fferings +roducts, inc%uding but not %imited to anyc%aim suit or action of a Customer brought against Airte% in respect of performance, non0

performance or under performance of a +re0paid 5er#ice 8fferings +roducts where thatc%aim, suit or action is attributab%e who%%y or in part to any such representations made bythe Distributor.

. Distributor hereby, in addition to signing an indemnity bond, irre#ocab%y underta7es toG

(a) Comp%y with each and a%% re9uirements of DoT T'A with respect to, inter0a%ia, fi%%ingof A+@>, procurement of identification and address proofs, for the +re0 paid 5er#ice8fferings +roducts, etc.

(b) That prior to gi#ing any Customer connecti#ity to the +re0paid 5er#ice, the Distributor and or the Distribution Channe% sha%% co%%ect and furnish a%% the prescribed documentsand information re%ating to e/isting and the prospecti#e Customer and de%i#er the sameto Airte% in the origina%s, in the manner as specified from time to time.

(c) $ot to direct%y or indirect%y, se%% or engage in sa%e of any pre0acti#ated card pertainingto the +re0paid 5er#ice 8fferings +roducts .

(d) To pro#ide start up 7its to the Customers on%y on receipt of the photo identity and proof of address (+8A) and after comp%ying with any other re9uirements as may be specifiedfrom time to time.

(e) To ta7e due care to be fu%%y con#ersant with the prescribed orders, directions, ru%es,regu%ations, etc. of T'A DoT and or any other statutory authority with respect to#erification of the identity and address of the prospecti#e Customer.

(f) To indemnify Airte%, its Affi%iates, +romoters, Directors, officers, emp%oyees etc.,against any a%% %osses, damages, actions, proceedings with respect to any#io%ation omission in comp%ying with the re9uirements of T'A DoT or any other statutory authority.

(g) To procure simi%ar underta7ing indemnity from the Distribution Channe%, etc. that sha%%not abso%#e in any manner whatsoe#er, from any agreement, underta7ing andindemnity, agreed underta7en to be pro#ided hereunder.

. @ach indemnity in this Agreement is a continuing ob%igation, separate and independentfrom the other ob%igations of the +arties and sha%% sur#i#e termination of this Agreement.

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.! The Distributor sha%% indemnify and 7eep indemnified Airte% against any disputes and or c%aims made against Airte% by any of the Customer(s), as to the amounts co%%ected by theDistributor or the Distribution Channe% from such Customer(s).

. / PROTE1TION OF INTELLE1TUAL PROPERT-

The Distributor ac7now%edges that Airte% has the right to use a%% ser#ice mar7s, trade mar7s,trade names, copyrights, artistic wor7s, %ogos and or trade dress used by Airte% (co%%ecti#e%ythe < nte%%ectua% +roperty=) inc%uding but not %imited to the Airte% %ogo and any other mar7 copyright design that Airte% may create or be entit%ed to use in the future whether registered or not in ndia or abroad. Airte% may re9uire that the Distributor in arrangementwith the Distribution Channe% disp%ay the nte%%ectua% +roperty at the point of purchase andsha%% comp%y with a%% ru%es and procedures pertaining to disp%ay prescribed by Airte% fromtime to time. Airte% sha%% pro#ide a%% materia% re%ating to nte%%ectua% +roperty to theDistributor and the Distributor underta7es not to create any materia% re%ating to Airte%Fsnte%%ectua% +roperty. The Distributor sha%% not use such nte%%ectua% +roperty for any other

purpose without the e/press prior consent of Airte% in writing and the Distributor agreesne#er to cha%%enge the #a%idity of the ownership of any of the nte%%ectua% +roperty. TheDistributor wi%% ta7e a%% reasonab%e steps to pre#ent any misuse of any component of thente%%ectua% +roperty, which may come to its notice.

The Distributor ac7now%edges that this Agreement does not transfer any rights to use anynte%%ectua% +roperty and that this Agreement does not and wi%% not confer any goodwi%% or other interest in any nte%%ectua% +roperty to the Distributor. The disp%ay of nte%%ectua%+roperty by the Distributor wi%% be pursuant to the permission gi#en by Airte% for the%imited purpose of the Agreement. Any unauthori ed use of the nte%%ectua% +roperty by theDistributor or its representati#e emp%oyees, or affi%iates or the Distribution Channe%s sha%%constitute an infringement of nte%%ectua% +roperty rights and a%so a materia% breach of thisAgreement. n such an e#ent the Distributor sha%% forthwith cease to use the nte%%ectua%+roperty, sa#e as e/press%y authorised by Airte% in writing. Airte% in its abso%ute discretionsha%% be the so%e *udge of whether any use of nte%%ectua% +roperty by the Distributor isauthorised or unauthorised and Airte%Fs decision on this sha%% be fina% and binding.

The Distributor sha%% p%ace or cause to be p%aced for disp%ay upon any premises where the+re0paid 5er#ice 8fferings +roducts are offered, an inscription notifying the pub%ic asconspicuous%y as is reasonab%e of the fact that the Distributor or the Distribution Channe% isoffering the +re0paid 5er#ice 8fferings +roducts and it wi%% p%ace a simi%ar notice upon a%%disp%ay materia%s, bi%%s, in#oices, %etter heads and %abe%s used in connection with the

pro#ision of the stoc7s supp%ied to it by Airte% and sha%% a%ways remain the property of Airte%.

8n e/piry or termination of this Agreement the Distributor and the Distribution Channe%wi%% immediate%y cease to use the nte%%ectua% +roperty. The Distributor sha%% immediate%yinform a%% the Distribution Channe%s of the e/piry termination of this Agreement and sha%%indemnify Airte% from any cost that may be incurred by it due to the Distributor and or theDistribution Channe% continuing to use the nte%%ectua% +roperty after termination of thisAgreement. 5hou%d the Distributor in the course of business ac9uire any goodwi%% or

business reputation from the use of any component of nte%%ectua% +roperty, then a%% suchnew goodwi%% or business reputation so far as it re%ates to or attaches to any trade name,

ser#ice mar7 or trade mar7 or to any other component of nte%%ectua% +roperty sha%% on thetermination of this Agreement #est in and become the property of Airte%.



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The Distributor sha%% ensure that the nte%%ectua% +roperty is ne#er a%tered, remo#ed or tampered with.

../ 1ONFIDENTIALIT-

11.1 The Distributor ac7now%edges that it wi%% be in receipt of certain confidentia% and proprietary information re%ating to Airte% inc%uding, without %imitation, %ists and other detai%s of Customers and prospecti#e Customers, financia% and business information,inc%uding pricing structures, technica% information and other information not genera%%y7nown to the pub%ic, and the terms of this Agreement (co%%ecti#e%y


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This Agreement sha%% at a%% times be sub*ect to (i) Changes or modifications in anyregu%atory framewor7 and (ii) any necessary appro#a%s of 2oca%, 5tate and Centra%'egu%atory Authorities ha#ing *urisdiction o#er the offering or pro#ision of the +re0paid5er#ice 8fferings +roducts in the Territory and or any of the DistributorFs acti#ities inconnection therewith.

.5/ AIRTEL?S RIG%T TO MA E 1%ANGES , AMENDMENTS IN RATES , CALUESET1/

Airte% may, at its discretion, add to, suspend or modify the rates for and or #a%ue of the+re0paid 5er#ice 8fferings +roducts and sha%% notify the Distributor as soon as practicab%eof each such modification. 5uch change sha%% ta7e effect immediate%y on receipt of intimation by the Distributor. The Distributor sha%% ta7e no action inconsistent with theefforts of Airte% before any regu%atory authorities or others regarding any modification of the rates of the #a%ue of the +re0paid 5er#ices to the e/tent that Airte% underta7es sucheffort or actions.

.6/ TERMINATION AND ITS 1ONSE UN1ES&

1 .1 Airte% sha%% ha#e the right to terminate this Agreement by written notice to the Distributor if the Distributor breaches any representation, warranty, co#enant, or any term of thisAgreement or fai%s to comp%y with any materia% ru%es or procedures re9uired by Airte%.5uch termination sha%% be effecti#e from the date mentioned in such written notice.

1 . This Agreement sha%% come to an end if the DoT or any other regu%atory agency promu%gates any ru%e, regu%ation or order which in effect, or app%ication prohibits or substantia%%y impedes Airte% from fu%fi%%ing its ob%igations hereunder for pro#iding Airte%+re0paid 5er#ice in the Territory or substantia%%y impedes the DistributorFs abi%ity todistribute Airte% +re0paid 5er#ice.

1 . 4pon the termination or e/piration of this Agreement for any reason, the Distributor sha%%immediate%y discontinue distributing the +re0paid 5er#ice 8fferings +roducts. t is a%soagreed that the +re0paid 5er#ice 8fferings +roducts sha%% not be returned to Airte% by theDistributor.

1 . A%% unused information %eaf%ets, brochures, user0guides as mentioned in c%ause abo#e,sha%% upon the termination of the Agreement be returned to Airte%. n the e#ent of the fai%ureof the Distributor to return to Airte% such unused materia%, Airte% sha%% deduct the #a%ue of such materia%s from the security deposit 7ept with Airte% hereunder.

1 .! This Agreement is sub*ect to the terms and conditions of %icense granted by the DoT toAirte% and any changes therein and notwithstanding anything e%se herein contained andwithout pre*udice to the other pro#isions hereof re%ating to termination, this Agreementsha%% terminate on termination of Airte%Fs %icense with the DoT.

1 ." 4pon the termination or e/piration of this Agreement, a%% the DistributorFs rights under itsha%% cease and no payment whatsoe#er sha%% be due to the Distributor or the DistributionChanne% for %oss of goodwi%%, anticipated profits and any other c%aims or %osses in respect of such termination. The Distributor and the Distribution Channe% hereby wai#e any c%aim torecei#e any compensation as a conse9uence of the termination of this Agreement.

1 . 4pon the termination or e/piration of this Agreement for any reason whatsoe#er neither theDistributor nor the Distribution Channe% appointed by it sha%% be entit%ed to c%aim from



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Airte% any compensation for costs or e/penses incurred by it in either the setting up or promotion of its business or for any other matter re%ating to its appointment as theDistributor or the Distribution Channe% as the case may be.

1 .H 4pon the termination or e/piration of this Agreement for any reason, the Distributor sha%%discontinue the use of a%% nte%%ectua% +roperty in or upon any materia% that identifies or re%ates to Airte%Fs business, and sha%% return to Airte% a%% materia%s containing anynte%%ectua% +roperty, cease representing themse%#es in any manner as the Distributor or representati#e of Airte%I and to the e/tent reasonab%y possib%e, return to Airte% or destroythose documents, records, or other materia%s (inc%uding, without %imitation, a%% copieseither photocopy, computer dis7s media or tapes or the %i7e thereof) which are pro#ided tothe Distributor by Airte% or rep%icated by the Distributor or which may contain any of Airte%Fs Confidentia% nformation. f any of the said information wou%d be consideredconfidentia% under this Agreement, the Distributor sha%% continue to 7eep it confidentia% andsha%% ensure termination forthwith of the agreements it has entered into with theDistribution Channe%s if any re%ating to the sub*ect matter of this Agreement.

.7/ 1ONSE UENTIAL DAMAGES

4nder no circumstances, whether based on contract, warranty, neg%igence, strict %iabi%ity, or otherwise, sha%% Airte% or its Affi%iates be %iab%e for any specia%, conse9uentia%, indirect,incidenta% or puniti#e damages of any 7ind or character, inc%uding but not %imited to, %oss of

profits or re#enues, %oss of product, %oss of use, cost of capita% and the %i7e, arising out of or re%ated to any performance under or breach of this Agreement. The +arties specifica%%yac7now%edge that the pricing pro#isions of this Agreement ref%ect such a%%ocation of ris7 and %imitation of %iabi%ities.

.:/ ET%I1S AND 1ODE OF 1ONDU1T

The +arties wi%% conduct a%% their dea%ings in an ethica% manner and with the highest business standards.

The +arties wi%% pro#ide a%% possib%e assistance to each other in order to in#estigate any possib%e instances of unethica% beha#iour or business conduct #io%ations by an emp%oyee of the other. @ither +arty wi%% disc%ose forthwith any breach of these pro#isions that comes totheir 7now%edge to a%%ow for time%y action in their pre#ention and detection.

The Distributor wi%% adopt appropriate processes to pre#ent offering any i%%ega% gratification

in the form of bribes or 7ic7bac7s either in cash or in 7ind in the course of a%% dea%ings withAirte%. Any instances of such #io%ations wi%% be #iewed in a serious manner and Airte%reser#es the right to ta7e a%% appropriate actions or remedies as may be re9uired under thecircumstances.

The Distributor is re9uired to confirm its comp%iance to ethica% dea%ings by signing acertificate to this effect as per Airte%Fs standard annua% certificate anne/ed hereto asAnne "re A and coe/istent with this Agreement.

.=/ GOCERNING LA$

The %aws in ndia sha%% go#ern this Agreement..>/ URISDI1TION



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The courts of 2uc7now sha%% ha#e the e/c%usi#e *urisdiction in respect of any dispute or differences arising out of or in connection with or touching upon the sub*ect matter of thisAgreement.

.@/ ARBITRATION

Any dispute or difference arising between the +arties hereto in respect of, or out of, or inconnection with, or touching upon the sub*ect matter of this Agreement which the +artiesare not ab%e to reso%#e by mutua% consu%tation sha%% be sett%ed by Arbitration in accordancewith the pro#ision of the Arbitration and Conci%iation Act 1 " or re0enactment thereof.Director 2ega% of Airte% sha%% ha#e the right to appoint a so%e arbitrator. The #enue of Arbitration sha%% be 2uc7now and the arbitra% proceedings sha%% be conducted in @ng%ish%anguage.

4 / $AICERS

The fai%ure of either +arty to re9uire the performance of any of the terms of this Agreement

or the wai#er by either +arty of any breach of this Agreement, sha%% neither pre#ent asubse9uent enforcement of such terms of this Agreement nor be deemed a wai#er of anysubse9uent breach.

4./ A1TS 1AUSES BE-OND 1ONTROL

$either +arty sha%% be %iab%e for the %oss or damage or deemed to be in breach of thisAgreement if its fai%ure to perform its ob%igations resu%ts fromG (1) comp%iance with any%aw, ru%ing, order, regu%ation, re9uirement or instruction of any Centra% or 5tate6o#ernment or any department or agency thereof, or any municipa% or any other statutory

body, or any Court of competent *urisdictionI ( ) acts or omissions of the other +arty in

#io%ation of this Agreement orI ( ) acts of 6od, fires, stri7es, embargoes, war, insurrection,riots and other causes beyond the reasonab%e contro% of the +arty. Eowe#er, in the e#ent of a +arties fai%ure to perform its ob%igations as a resu%t of acts of 6od, fires, stri7es,embargoes, war, insurrection, riots and other causes beyond the reasonab%e contro% of such+arty, such +arty sha%% use its best efforts to minimi e the %oss or damage that may be causeto the other +arty, and sha%% endea#or to perform its ob%igations within a period of 1 - daysfrom the occurrence of the e#ent, which ear%ier pre#ented it from performing itsob%igations.

44/ ENTIRE AGREEMENT

This Agreement inc%uding its Anne/ures represents the entire Agreement between the+arties and sha%% supersede pre#ai% o#er any other prior agreement arrangement withrespect to the sub*ect matter hereof. This Agreement may on%y be amended or superseded

by a written amendment e/ecuted by the +arties.

45/ 1%ANGE IN MANAGEMENT , 1ONSTITUTION

The Distributor agrees and ac7now%edges that its present constitution forms an integra% partof this Agreement and that Airte% has entered into this Agreement based on the same. n thecircumstances, the Distributor underta7es to immediate%y inform Airte% of any proposedchange in its management constitution. The Distributor, further, agrees that no such change

sha%% be effected un%ess it has recei#ed Airte%Fs appro#a% for the same in writing. Airte%,may, at its so%e discretion terminate this Agreement in the e#ent of a proposed change in theDistributorFs management constitution by gi#ing the Distributor a 1!0day notice in writing.

Bharti Airtel Limited Confidential Distributor 1!


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Eowe#er, in the e#ent Airte% agrees to the proposed change in the DistributorFsmanagement constitution, the Distributor sha%% ensure that the %iabi%ities of the o%destab%ishment are honoured by the new estab%ishment, in addition to comp%ying with theforma%ities, if any, intimated by Airte% for the transfer. t is, further, c%arified that Airte%wou%d not be re9uired to either intimate or procure the DistributorFs appro#a% for anychange in its management constitution.

46/ SURCICABILIT- , OBLIGATIONS

(i) 5ub*ect a%ways to the ( ndian) 2imitation Act, 1 " , termination or e/piration of this Agreement for any reason (a) sha%% not re%ie#e the +arties of their ob%igationswith respect to the pro#isions re%ated to + and confidentia%ity, (b) sha%% not re%ie#ethe +arties of any ob%igation which e/press%y or by imp%ication sur#i#es termination(inc%uding but not %imited to C%auses re%ating to ndemnification, Ta/es,Confidentia%ity and Arbitration).

(ii) n addition to the abo#e mentioned sub0c%auses, any other pro#ision which by itscontent is intended to sur#i#e the performance, termination, e/piration or cance%%ation of this Agreement sha%% so sur#i#e, without %imiting theabo#ementioned sub0c%auses in any manner.

47/ A1 NO$LEDGEMENTS

@ach +arty hereby represents that the e/ecution and the performance of this Agreement bysuch +arty does not conf%ict with any other Agreement by which it is bound.

4:/ PENALT- , LI UIDATED DAMAGES

The comp%iance of the regu%atory and %ega% re9uirement stipu%ated in this Agreement sha%% be deemed as the essence of this Agreement and any non0comp%iance #io%ation of thesame by Distributor sha%% cause for imposing of financia% pena%ties and %i9uidated damages

by Airte%. The Distributor underta7es to comp%y with the regu%atory and %ega% re9uirementstipu%ated in this Agreement or intimated by Airte% from time to time.

4=/ ASSIGNMENT

$either +arty may assign its rights and remedies nor transfer its ob%igations under thisAgreement without the prior written consent of the other +arty, e/cept to any of their affi%iated or subsidiary companies without such consent. n any e#ent, any assignment or transfer sha%% not operate to re%ie#e the assigning +arty of any of its ob%igations here under,nor wi%% any such assignment impose any ob%igation on the assignee e/cept in the case of an e/press written assumption by the assignee.

4>/ OT%ER

Airte% may ta7e steps (inc%uding proceeding in %aw or in e9uity for an in*uncti#e re%ief andfor specific performance) necessary to protect its rights, nte%%ectua% +roperty, Airte%FsConfidentia% nformation. +ersonne% emp%oyed by or acting under the authority of theDistributor sha%% not be deemed to be emp%oyees or agents of Airte% and the Distributor assumes fu%% responsibi%ity for their super#ision and contro%.

@ach +arty sha%% notify the other in writing within forty0eight hours of commencement of any action, suit or proceedings or the issuance of any order, writ, in*unction, award or

Bharti Airtel Limited Confidential Distributor 1"


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decree of any court, agency or other go#ernmenta% instrumenta%ity, in#o%#ing the sub*ectmatter of this Agreement.

4=/ NOTI1ES

A%% notices, re9uests, demands and other communications hereunder sha%% be in writing andthe same sha%% be deemed to be ser#ed, if gi#en persona%%y de%i#ered or sent by registeredmai%.

To The DistributorG& s. _________________ a company +roprietorship +artnership concernha#ing its p%ace of business at

_____________________________, _____________________________, ___________.

To BhartiG

TE@ C 'C2@ E@AD Bharti Airte% 2imited 1 , 'ani 2a/mi Bai &arg, Jhangirabad +a%ace, or Bharti Airtel Limited

A"th#rised Signat#r2Name&

Designati#n

$itness&

>or Limited

A"th#rised Signat#r2

Name&

Designati#n&



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$itness&

Documents

New Distributor Agreement- UPW.1