Service Provider Agreement- DEN and SSM

Fourth Working Draft - November 22, 2010

For Discussion Purpose Only
Not for Execution

SERVICE PROVIDER AGRREEMENT

This Service Provider Agreement (“Agreement”) is executed at New Delhi on this ____ day of November, 2010 (“Effective Date”), by
and between:

M/s. _________________, a company incorporated under the Companies Act, 1956, having its registered office at
_________________, represented by its authorized signatory Mr. S___________ (hereinafter referred to as “Company”, which
expression unless repugnant to the context or otherwise shall include its successors- in- interest and permitted assigns);

AND

M/s. ________________, a company incorporated under the Companies Act, 1956, having its registered office at ______________,
represented by its authorized signatory, Mr. _______________ , duly authorized vide board resolution dated ________(hereinafter
referred to as “Service Provider”, which expression unless repugnant to the context or otherwise shall include its successors- in-
interest and permitted assigns).

The expression of the terms “Company” and “Service Provider” shall hereinafter individually and collectively be referred to as “Party” and
“Parties”, respectively.

WHEREAS

A) The Company is, inter alia, engaged in the business of providing ____________, internet and other related value added
services across India.

B) The Service Provider is, inter alia, engaged in the provision of services in the field of repair of electronic devices relating
to the__________business across ___________ (“Territory”).

C) The Service Provider has, after acquainting itself with the Company’s requirements, assured the Company that, the
Service Provider has the necessary expertise, experience, technical knowhow, resources and manpower to provide such
professional services to the Company in the Territory, as are set forth herein below; and

D) The Service Provider has offered its Services (as defined below) to the Company and the Company has agreed to utilize
such Services and has thereby, agreed to appoint the Service Provider for the purpose and the scope of service contemplated
herein, and the Service Provider has accepted such appointment.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the receipt and sufficiency of which
is hereby acknowledged, the Parties agree as follows:

1. Definition

(a) “Affiliate” shall mean an affiliate of Company that controls Company, and is controlled by Company or is under
the common control with the Company.

(b) “BER” shall mean and refer to such conditions of the faulty STB (as defined herein) which render the STB beyond
economical repair by the Service Provider.

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For Discussion Purpose Only
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(c) “Burnt Cases” shall mean and refer to those faulty STBs (as defined herein) which prima facie appear to be burnt
on the exterior and which are beyond economical repair/ replacement by the Service Provider.

(d) “Point of Origin” shall mean all such establishments of the Company wherein the faulty and/or Repaired STB (as
defined below) are stored and wherefrom they are dispatched for repairs to the Service Provider.

(e) “Force Majeure Event” shall mean an event including an act of God, Governmental Authority, public enemy, war,
riot, flood, civil unrest, insurrection or any other cause beyond the reasonable control of either Party to this
Agreement.

(f) “Services” shall mean the scope of work described under Clause 2 herein below and Annexure I hereto and to be
rendered by the Service Provider.

(g) “Service Centers” shall mean the service locations of the Service Provider where the faulty STB are repaired by
the Service Provider.

(h) “STB” shall mean Company owned set top box comprising of including but not limited to viewing card, power
chord.

(i) “NFF or No Fault Found” shall mean such STBs sent to the Service Provider for repairs which are not found to
contain any defect/ fault, whatsoever, and which do not require any repair/ replacement by the Service provider.

2. Services

During the Term (as defined below) of the Agreement, the Service Provider shall provide such services to the Company to the
entire satisfaction of the Company, as is setforth in attached Annexure I to the Agreement (“Services”).

3. Fees and Payment Terms

In lieu of the Services and upon receipt of the undisputed invoices from the Service Provider, the Company shall pay to the
Service Provider fee calculated on the basis of the attached Annexure II to the Agreement (“Fees”). The Fees shall be paid
by cheque to the Service Provider subject to deduction of applicable withholding tax.

4. Term, Termination and Renewal

(a) The Agreement shall commence from the Effective Date and shall continue for a period of 1 (one) year and shall
expire on ___________________, unless terminated earlier by the Company with 7 (seven) days prior written notice
to the Service Provider (“Term”). If the Service Provider fails to provide the Services to the satisfaction of the
Company, the Company shall have the right to terminate the Agreement with 7 (seven) days prior written notice to the
Service Provider. The Company shall have the sole right to renew the Agreement.

(b) The Company shall have the right to terminate the Agreement, if the Service Provider is in breach of any of its
representation(s), responsibility(ies), duty(ies), obligation(s) and/or in violation of any applicable laws, rules or
regulations, negligence or dereliction of duty to be performed hereunder by the Service Provider. Such right to
terminate the Agreement shall be apart from the right to pursue legal actions (civil & criminal) at the cost and expense
of the Service Provider without limitations to claim damages, lost profit, business loss, including attorney fees and
court fees from the Service Provider.

(c) Nothwithstanding anything contained herein, upon expiry/early termination of the Agreement, those provisions of the
Agreement that are intended to survive the expiry or termination of the Agreement shall survive the expiry or
termination of the Agreement. Upon termination of the Agreement, the Service Provider shall forthwith surrender to
the Company all documents and any other property entrusted to the Service Provider by the Company during the
continuity of this Agreement.

5. Undertakings, Representations And Warranties

4.1 The Parties hereby warrant, represent and undertake to each other that:

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For Discussion Purpose Only
Not for Execution
(a) They are respectively lawfully incorporated under applicable laws and are competent in law and otherwise to enter
into this Agreement and that there is no legal or other impediment in their doing so;

(b) They have full right, absolute authority and the necessary expertise to perform the obligations under this
Agreement. This Agreement duly executed and delivered by the Parties constitutes a valid and binding obligation of
the respective Parties enforceable against each respective Party in accordance with its terms of this Agreement.

(c) They shall, at all times during the subsistence of this Agreement and otherwise, comply with all the laws applicable
to them respectively.

4.2 The Service Provider hereby represents, warrants and undertakes to the Company that:

(a) The Service Provider shall return/deliver the applicable repaired faulty STB and/or Repaired STB (as defined herein)
within a period of 5 (five) working days from the date of dispatch of such faulty STBs or Repaired STB as applicable,
by the Company to the Service Provider, in the manner as were provided by the Company to the Service Provider
(“Turn Around Time” or “TAT”).

(b) The Service Provider shall provide warranty for the repaired faulty STB and/or Repaired STB for a period as
stipulated in this Agreement.

(c) The Service Provider undertakes to repair the repaired faulty STB (“Repaired STB”) during the Warranty Period (as
defined herein) without any cost and expense (including but not limited to transportation, spare parts, components
etc.) to the Company.

(d) The Service Provider shall be accountable for any loss and/ or damage caused to the faulty STB/ Repaired STB in
course of their repair and/ or their transportation during the period the faulty STB/ Repaired STB are delivered to the
Service Provider by the Company and the time the faulty STB/ Repaired STB are delivered back to the Company by
the Service Provider to the satisfaction of the Company. The Service Provider shall pay to the Company,
immediately upon demand, such amount as may be decided by the Company at its sole discretion and which shall
be commensurate with the loss and/or damage caused to the faulty STB/ Repaired STB. Alternatively, the Company
shall have the right to adjust such amount from any payment required to be made by the Company to the Service
Provider.

(e) The Service Provider and its personnel will perform its obligations under this Agreement in a competent, satisfactory
and professional manner and with all skill and care required for the effective performance of its obligations.

(f) The Service Provider shall at all times maintain the logo, trademark, designs on the STB provided by the Company
to the Service Provider and the Company shall be the exclusive owner of logo, trademark, designs of the Company.
The Service Provider shall protect the intellectual property rights including but not limited to logo, trademark,
designs of the Company at all times and shall intimate the Company immediately on receiving information of any
breach or impending breach of such intellectual property rights of the Company by any person including the
employees of the Service Provider.

(g) The Service Provider further represents and warrants that all notices, disputes, claims, complaints, liabilities,
queries, grievance made or suffered by the Company whether arising under this Agreement or otherwise, shall be
purely the concern of the Service Provider and the Company shall not in any way be responsible or answerable for
the same and on intimation, the Service Provider shall reimburse for all litigation efforts and costs that the Company
may have to incur as a result of such litigation and/or all other such related matters.

(h) The Service Provider hereby represents to the Company that the execution and delivery of this Agreement will not
violate any contract, understanding, covenant, statute, regulation, judgment or other restriction imposed by any
government, governmental agency, authority, body or court to which the Service Provider is subject or any provision
of any indenture or agreement.

6. Other Conditions

(a) Announcements/Press Releases: The Service Provider shall not make any announcement which relates to or
arises out of or in connection with this Agreement, without the prior written approval of the Company.

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(b) Confidentiality: During the continuity of this Agreement, the Service Provider may have access to and become
acquainted with various trade secrets and other proprietary and confidential information which are owned by the
Company and which are used by the Company in the operation of Company’s business (collectively “Confidential
Information”). All Confidential Information, disclosed in confidence by the Company in reliance on the Service
Provider’s agreement to maintain such Confidential Information in confidence and not to use or disclose such
Confidential Information to any other person except in furtherance of this Agreement, shall remain the sole and
exclusive property and proprietary information of the Company. The Service Provider specifically agrees to not
disclose or use in any manner, directly or indirectly, any such Confidential Information, either during the Term of this
Agreement, or at any time thereafter.

(c) Indemnification: The Service Provider shall hold the Company/Affiliates and the Company/Affiliates directors,
employees, officers, representatives and agents (“Company Personnel”) completely harmless and indemnified
from and against any loss, claim, damage, liability or expense (including but not limited to loss/ damage caused to
the faulty STB/ Repaired STB, failure to deliver the Repaired STB/ faulty STB, reasonable attorneys fees and other
dispute resolution costs) that the Company and Company Personnel may become subject to under any applicable
law, or under any claim made by any third party, or any act of the Service Provider or otherwise, to the extent they
relate to or arise out of the performance of obligations under the Agreement.

(d) Assignment: The Service Provider shall not assign any rights or obligations under this Agreement to any other
party/ third party without the prior written consent of the Company. However, the Company may assign its rights and
obligations under this Agreement to its Affiliates without such consent or restriction from the Service Provider.

(e) Relationship of the Parties: The relationship between the Company and the Service Provider is that of independent
contractors and nothing in this Agreement shall be construed (i) to constitute the Parties as either employer and
employee, principal and agent or partners; or (ii) to allow either Party to create or assume any obligations on behalf of
the other Party for any purpose other than to the extent envisaged herein.

(f) Notice: All notices given hereunder shall be given in writing, by personal delivery, or
Registered Post A.D., at the respective address of the Parties set forth in the Agreement, unless either Party at any
time or times designates another address for itself by notifying the other Party thereof by Registered Post A.D. only,
in which case all notices to such Party shall thereafter be given at its most recent address. Notice given by
Registered Post A.D. shall be deemed delivered on the third day from the date on which such Registered Post A.D.
was sent.

(g) Force Majeure: It is hereby agreed that in the event of occurrence of any Force Majeure Event
neither Party shall be liable for any delay in performing, or for failing to perform, any or all of its obligations under
this Agreement resulting from such force majeure conditions provided that the Party affected by such Force
Majeure Event shall immediately on occurrence of such an event intimate the other Party of such event by a written
notice. In the event of a suspension of any obligation under this section, which extends beyond a period of one
month, the Party not affected may at its option elect to cancel/ waive those aspects of this Agreement which are
rendered inoperative by such Force Majeure Event.

(h) Waiver: Waiver by any party of any breach of any provisions of this Agreement (or the
consequences of any such breach as provided for in this Agreement) must be in writing and signed by the parties
hereto and such waiver shall not constitute or be construed as a continuing waiver or as a waiver of any other
breach of any other provisions of this Agreement.

(i) Dispute Resolution: Any dispute between the Parties inter se arising out of or in relation to this Agreement shall be
resolved by the Parties mutually within fifteen (15) days’ of one Party giving to the others, notice of the said dispute,
failing which, the said dispute shall be referred to a sole arbitrator to be appointed by the Company in accordance
with the provisions of the Arbitration and Conciliation Act, 1996, and any amendments thereto (“ Act”). Arbitral
proceedings shall be conducted in English language and in accordance with the provisions of the Act. The venue
for the arbitral proceedings shall be New Delhi. The decision of the sole arbitrator shall be final and binding on the
Parties hereto.

(j) Governing Laws and Jurisdiction: This Agreement shall be governed by and construed in accordance with the
laws of India. Courts at Delhi, to the exclusion of all other courts, shall have exclusive jurisdiction to entertain any
disputes arising out of relating to this Agreement, subject to Clause (i) hereinabove.

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 Service Provider Agreement- DEN and SSM
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For Discussion Purpose Only
Not for Execution
(k) Counterpart: The Agreement may be signed in any number of counterparts, all of which taken together, shall
constitute one and the same instrument. The original copy of the executed Agreement shall be retained by the
Company and a copy of such executed Agreement shall be provided to the Service Provider. It is agreed that, the
Parties shall equally share and pay the stamp duty, registration charges and the documentation costs (including
incidental costs) for the execution of the Agreement.

(l) Entire Agreement: This Agreement constitutes the broad understanding amongst the Parties. It supersedes all
prior understandings between the Parties with respect to the subject matter hereof. This Agreement shall be binding
on all Parties and may be specifically enforced by either Party. No changes, alterations, amendments or variations
to this Agreement shall be valid or effective unless effected by one or more instruments in writing and signed by all
the Parties to this Agreement.

IN WITNESS WHEREOF, the Parties hereto have set their hands on the day and month as hereinabove mentioned:

For the Company For the Service Provider

_____________________________ _____________________________
Name: Mr. _______________ Name: _______________________
Title: Authorized Signatory Title: Authorized Signatory
Witness Witness

_____________________________ _____________________________
Name: _______________________ Name: _______________________
Address:______________________ Address:______________________

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