SAMPLE AGREEMENT

THIS Agreement entered into on this --------------------day of ------------------------------ by

and between:

BHARAT SANCHAR NIGAM LIMITED (hereinafter referred to as “BSNL”), a company

incorporated under the Companies Act 1956, having its Registered Office and Corporate Office
at Bharat Sanchar Bhawan, HC Mathur Lane, Janpath , New Delhi-110 001, represented by
Shri __________________General Manager Telecom District, ___________Telecom Circle /
Business Area, PIN _________

AND

M/sBhoomika Digital cable services Pvt ltd (hereinafter referred to as “Bhoomika” a company
incorporated under the Companies Act 1956, or Proprietary firm/ Partnership firm having its
Registered Office at Thekkumthala Building, Azad RoadKaloor, Kochi-
682017,Eranakulam,represented by …………………………………….

Whereas BSNL is in the business of providing Basic Telephony Services, Cellular Mobile
Telephony Services (CMTS), Internet &Broadband Services and National Long Distance
Services (NLDS) etc. in its licensed areas of operation in the geographical territory of India
(except Mumbai & New Delhi).

AND

M/s Bhoomika as Telecom Infrastructure Provider (TIP) is having an objective of providing

the telecom serviceto the people using the residential / commercial complexes.

Here Telecom Infrastructure Providers ( TIP ) Means “ A company incorporated under the
company Act 1956, orProprietorship/ Partnership firms having an objective of providing the
Telecom Services including existing Cable Operators, Firms working for OFC laying,
Broadband Provisioning & Maintenance and other firms working in Telecom field etc.

Whereas BSNL PGMTD/GMTD--------------- BAhas approached “M/s Bhoomika.” Offering to

provide the BSNL Telecom Services of the residents of ……………….. BA

AND

WHEREAS M/s Bhoomika,, the Telecom Infrastructure Provider (TIP) in the intention that the
residents of the “……………….. BA” shall utilize the offer of BSNL GMTD/PGMTD based on
the terms and conditions contained herein under.

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 NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. In consideration of the due observance and performance of all the terms & conditions of this
agreement, the BSNL and M/s Bhoomika agree to sign this agreement on nonexclusive and
revenue sharing basis to provide the BSNL telecom services.
2. M/s Bhoomika agrees that the infrastructure provided by BSNL PGMTD/GMTD will be
utilized for exclusively for BSNL services only.

3. M/s Bhoomika shall ensure the execution of services as per this agreement and continuance of
the same by the future association / any other outside agency who may continue to maintain
the telecom and other services in the residential complex / commercial complex for the entire
agreement period.

4. Business model applicable - Case-IV

Full telecom infrastructure available (laid by M/s Bhoomika) and responsible to
supply, deploy, own, Operate & Maintain the OLTs, ONTs and all the telecom network
infrastructure (OLTs and beyond OLTs up to customer premises).

4.1 Responsibilities of BSNL

a. BSNL shall extend the Bandwidth connectivity up to OLTs free of cost, subject to techno
commercial viability.
b. To provide the maintenance support OFC laid by BSNL for OLT connectivity.

4.2 Responsibilities ofM/s Bhoomika

a. M/s Bhoomika shall be responsible supply, deploy, own, Operate & Maintain the OLTs,
ONTs and all the telecom network infrastructure beyond OLTs up to customer premises
at ............................................BA
b. To build / extend the OFC network inside the residential / commercial complex and
interconnection of building through OFC within premises.
c. To do the wiring of cable inside the building up to inside the flat / shop and laying of
connecting cable network in whole premises / complex connecting various buildings /
towers from the BSNL telecom Network point (BSNL control room).
d. To provide interconnectivity at the Network operation center (NOC) buildup by M/s
Bhoomika Telecom infrastructure provider.
e. To provide the maintenance support to OFC laid / build by M/s Bhoomika.
f. To provide the maintenance support to telecom equipment supplied / installed by the M/s
Bhoomika.
g. To provide the maintenance support for space/room given on rent/free of cost for setting
up of control room inside the residential /Commercial complexes /gated community as long
as BSNL service exists .
h. M/s Bhoomikashall be responsible for supply, deploy, own, operate and maintain the
OLTs, ONTs.
i. Space, power and air-conditioning shall also be arranged by M/s Bhoomika for installation
of OLTs.
j. The compatible ONTs shall be supplied by M/s Bhoomika to the customer’s directly either
outright purchase or rental basis (As per the rate &revenue share fixed by Corporate Office
from time to time) as per customer choice.
k. Any further post sale obligation in respect of OLTs & ONTs shall rest with M/s Bhoomika
and not with BSNL
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 l. M/s Bhoomika shall follow all the guidelines/rules and regulations of Government of
India/DOT including TRAI.
m. M/s Bhoomika shall ensure that voice/combo plans of BSNL are extended to customers
from OLTEs installed by M/s Bhoomika

5. There shall be no other payment other than the revenue share to be paid to M/s Bhoomika . All
cost incurred on account of point no 4, is part of revenue shareagreement/obligation and shall
not be charged extra from BSNL by M/s BhoomikaInfrastructure Provider.

6. Billing & Collection issues :

6.1 BSNL shall be solely responsible for all commercial functions of bill issue and
itscollection as per the guidelines/orders issued by BSNL Corporate office New Delhi,
from time to time for the telecom services provided to customers under this agreement.
The services shall be billed as part of telecom services provided by BSNL.
6.2 M/s Bhoomika shall not charge any money from the customers. No additional services
than those contained within the scope of this agreement shall be provided to the
customers of BSNL either free or for a cost without the written approval of BSNL.
6.3 All deposits levied, including security deposits collected on account of CPE /STB /ONT
provided by BSNL / registration amounts as decided by BSNL, shall be billed and
collected by BSNL and no revenue share shall be payable M/s Bhoomika from such
receipts.
6.4 The terms and conditions of payments by customers/raising and collection of bills shall
be governed by BSNL’s rules from time to time. The disconnection and resolution
practice from payment defaulters shall be enforced.

7. Revenue Share payment process:

7.1 Revenue sharing shall be from overall realized revenue (i.e. including Rental/FMC
&Usage charges).
7.2 For Leased lines and Value Added Services (VAS), which are being offered by BSNL
in partnership with other VAS Providers, M/s Bhoomika shall get a revenue as per
the prevailing guidelines issued by Corporate Office.
7.3 BA heads shall adhere to above upper limit of revenue share payable to
builders/RWAs/Telecom Infrastructure provider and they shall make effort to negotiate
revenue share further downwards. All the customers falling under the purview of this
agreement shall be identified separately and the revenue share may be paid as per the
modes of payment as directed by BSNL Corporate Office, to the Builder / RWA /
Telecom Infrastructure Provider as per the terms & conditions of this agreement for
such customers.

7.4 The payment of revenue share to the Builder / RWA / Telecom Infrastructure Provider
will be made after the submission of invoices and relevant data needed for arriving at
the net amount and reconciliation of all types of payment modes by the BA nodal
officer.

7.5 The payment of revenue share shall be made to M/s. Bhoomika after the deduction of
applicable statutory levies which includes license fees payable by BSNL and / or taxes
applicable from time to time, from the revenues accrued on account of provision of
telecom services under the agreement. All such taxes / levies shall be a pass-through
item and shall be billed to and collected from the customers and paid to the respective
statutory bodies by BSNL, except such cases where liabilities arise on account of claims
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 raised by concerned authorities in a post-facto manner, wherein such liability shall be
shared in the same ratio as the revenue share for the respective services.
7.6 Any discrepancy found would be mutually discussed and resolved. Balance of payments
arising due to any reason shall be adjusted in future payments by BSNL.
8. Revenue Share :
Revenue sharing arrangement shall be as given below:

Business Model& Revenue share

Business Model : CASE IV
Revenue Share Ratio
M/s Bhoomika shall be responsible for supply, deploy,
own, operate and maintain, the OLTs & ONTs and Full
telecom infrastructure available (laid by M/s Bhoomika or
telecom infrastructure provider &OLTs and beyond OLTs
up to customer premises).
BSNL M/s Bhoomika
50% (Minimum) 50% (Upper limit)

9. Service Level Agreement (SLA)

M/s Bhoomika is liable to adhere to the following SLA parameters, failure of which invites
penalty as detailed below.

Sl. Parameter SLA Penalty Applicable

No
1 Yearly Target >75% of X – No Penalty Rs.10,000 /Quarter per BA.
(X) assigned < 75% of X – Penalty
by BA Applicable
2 FTTH <5 Days* – No Penalty Rs.10/-per connection per day for
Provision >5 Days* – Penalty Applicable additional days (For reasons other
* Days will be counted from the than BSNL)
date of transfer of OB.
3 Fault Repair <24 Hrs. - No Penalty Rs.15/- per connection per day,
>24 Hrs. - Penalty Applicable limiting to the eligible revenue share
for that number for that month. (For
reasons other than BSNL)
4 FTTH Churn < 4% of the total provision by Rs. 250 per connection
M/s Bhoomika for the year– No
Penalty
>4% of the total provisions by
M/s Bhoomika for the year –
Penalty Applicable

9.1 Except Sl. No 1 & 4 of SLA, other penalties may be calculated monthly and recovered from
the subsequent invoices. Sl. No1& 4 may be calculated and imposed if any, on Qtrly/yearly
basis respectively..

10. Initial Commitment for the First Quarter

M/s Bboomika shall acquire a minimum of 10,000 FTTH Connections in Kerala Circle during
the first quarter of the agreement period. The SLA is not applicable during this initial period
of 3 months except 1 &4 of clause number – 9-(SLA) and M/s Bhoomika has to set up and

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 stabilize the network. Target will be fixed yearly by the BAs and quarterly performance will
be reviewed by BAs.

11. Performance Bank Gurantee (PBG)

To begin with,M/s Bhoomika shall provide a PBG of Rs. 3,00,000/- to Kerala Circle.
Performance guarantee shall be initially valid for a minimum period of 18 months and have to
be renewed by the TIP well in time during the period of contract. Performance Bank guarantee
shall be payable to BSNL as compensation for any loss resulting from the TIP failure to
compete its obligation under the contract. BSNL shall en-cash the PBG in the event of breach
or failure to perform/meet the obligations on the TIP without prejudice any rights/remedies
available to BSNL.

11.1All commercial works (CAF etc) shall be undertaken by BSNL and all customers shall be
BSNL customers.

11.2BSNL /TIP/ LCO as authorized by BA head shall collect dues payable to it by the individual
residents / commercial complex occupants /subscribers / residents as per the mode of
collection/guidelines as specified by BSNL Corporate Office. “Builder / RWA / Telecom
Infrastructure Provider (TIP)” shall not in any way be liable or responsible for the nonpayment
or delayed payment of the dues to BSNL PGMTD/GMTD by the individual subscribers. Any
charges are to be borne by the individual customers and “Builder / RWA / Telecom
Infrastructure Provider ( TIP) ” is not liable

12. General Conditions:

12.1 This agreement is applicable for all kinds of telecom services (fixed, wireless, broadband
etc) being offered presently and in future also.
12.2 This agreement is a confidential document. The builder / RWA / Telecom Infrastructure
Provider (TIP) shall not divulge any part of the agreement either through oral or written
communication or through any other mode to any third party.
12.3 This agreement shall not be amended or modified or altered or changed in any way except in
writing and duly executed by the authorized representatives of each party.

12.4 Period of agreement: This agreement shall be valid for the period of 10 years from the date
of signing and is renewable thereafter on similar / mutually agreed terms and conditions.
12.5 Termination of the agreement: This agreement may be terminated only by the mutually,
written consent of the parties giving 90 days’ notice. That BSNL, without prejudice to its
other rights at law or in equity, may terminate this agreement after advance Notice of 30
days to the M/s Bhoomika, if M/s Bhoomika defaults in fulfillment of their service
obligations and has failed to remedy such default within thirty (30) days of receipt of written
notice from BSNL or in the event of any evidence of the potential or imminent insolvency
or bankruptcy of M/s Bhoomika.
12.6 Severability:TRAI / DoT declare any part of this agreement unenforceable through direction
/ order / regulation or if terms of license of BSNL are changed through any amendment or
order of the Government, the parties will cooperate and take all appropriate steps to amend,
modify or alter this agreement.
12.7 This agreement shall be binding upon all respective successors of the parties.

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13. Compliance of Laws:

BSNL and M/s Bhoomika shall perform their duties in strict compliance with all applicable
laws in India along with rules and regulations of the duty constituted Govt. authorities in
India and shall obtain all licenses, restrictions or other approval, if any, required by laws in
India in connection with the services to be rendered hereunder.

Further, service provided to the customers shall be subject to Indian Telegraph Act 1885,
TRAI directions and tariff circulars issued by BSNL Corporate Office.

14. Indemnification:

M/s Bhoomika agrees to protect, defend, indemnify and hold harmless BSNL and its
employees, officers, directors, agents or representatives room and against any and all
liabilities, damages, fines, penalties and costs (including legal costs and disbursements)
arising from or relating to:
(a) Any breach of any statue, regulation, direction, orders or standards from any
governmental body, agency, telecommunications operator or regulator applicable to
such party; “or”
(b)Any breach of the terms and conditions in this agreement M/s Bhoomika;

15. Relationship:
Each party understands that it is an independently owned business entity and this agreement
does not make it, its employees, associates or agents as employees, agents or legal
representatives of the other party for any purpose whatsoever. Neither party has express or
implied right or authority to assume or to undertake any obligation in respect of or on behalf
of or in the name of the other party or to bind the other party in any manner. In case, any party
, its employees, associates or agents hold out as employees, agents, or legal representatives of
the other party, the former party shall forthwith upon demand make good any / all loss, cost,
damage including consequential loss, suffered by the other party on this account.

16. ARBITRATION

The parties shall attempt to resolve through good faith and consultation in their behalf, disputes
arising in connection with this agreement, and such consultation shall begin promptly after a
Party has delivered to another Party a written request for such consultation.
Without prejudice to the provisions hereof, in the event of any dispute, difference, conflict or
question arising between the parties hereto relating to or concerning or arising out of this
agreement, the same shall be referred to arbitration, which shall be held in Trivandrum. The
arbitration proceedings shall be in accordance with the provision of the arbitration and
Conciliation Act 1996 and any other statutory amendments or modifications thereof. The
decision of arbitrator shall be final and binding on both parties. Arbitrator shall be appointed
by CGMT,BSNL Kerala.

17. FORCE MAJEURE:

If during the agreement, the performance in whole or in part, by other party, of any
obligation under this is prevented or delayed by reason beyond the control of the parties
including war, hostility, acts of the public enemy, civic commotion, sabotage, Act of State
or direction from Statutory Authority, explosion, epidemic, quarantine restriction, strikes
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 and lockouts (as are not limited to the establishments and facilities of the parties), fire,
floods, earthquakes, natural calamities or any act of GOD (herein referred to as EVENT),
provided notice of happenings of any such event is given by the affected party to the other,
within 21 days from the date of occurrence thereof, neither party shall have any such claims
for damages against the other, in respect of such non- performance or delay in performance,
provided service under this agreement shall be resumed as soon as practicable, after such
EVENT comes to an end or ceases to exist.

In the event of a Force Majeure, the affected party will be excused from performance during
the existence of the Force Majeure. When a Force Majeure occurs, the affected party after
notifying the other party will attempt to mitigate the effect of the Force Majeure as much
as possible. If such delaying cause shall continue for more than sixty (60) days from the
date of the notice stated above, the party injured by the inability of the other to perform
shall have the right, upon written notice of thirty (30) days to the other party, to terminate
this Agreement. Neither party shall be liable for any breach, claims, and damages against
the other, in respect of non-performance or delay in performance as a result of Force
Majeure leading to such termination.

IN WITNESS WHEREOF the Parties here so have caused this agreement to be duly executed on
the date above written.

For BSNL ____________

Witness -----

For M/s Bhoomika -----------------------------

Witness -----