Comtel/SME/HW/2022/__

BROADBAND PARTNER HARDWARE SALE AGREEMENT

This Agreement is made on this 12TH day of May 2022 by and between HCIL Comtel Private
Limited (hereinafter referred to as “Comtel / Company” which expression shall unless repugnant to
the context mean and includes its successors and assigns) having its registered office at 1, Shivji
Marg, Westend Greens, N.H.-8, New Delhi- 110037 and corporate office at Plot No.1, Sector 18,
Electronic City, Gurgaon, Haryana 122 015, and __________________ having its place of business
art ______________ (hereinafter referred to as “Partner”).

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1. Definitions
"Agreement" means the terms and conditions of this Agreement and any schedules or exhibits
attached, and amendments made hereto.
"Customer" means a customer of the Partner who wishes to purchase a particular Product
which may be bundled with or installed with Partner Hardware and who will be provided with
` Partner Services’ in respect of such product and who is the end user of the Products.
"Partner Hardware" means any products marketed and sold by Partner during the term of
this Agreement, including hardware provided by Partner to Customers bundled with Products.
"Partner Services" means the value-added services provided by Partner to Customer in
conjunction with the marketing, sale, installation, or maintenance of the “Products” on or with
Partner Hardware.
“HTS” means High Throughput Satellite Services. These are satellite broadband services
delivered on HTS satellites and will be a service that could be applicable in a particular state
/ states and need not be a pan India service.
“Products” means the COMTEL hardware and software Products listed in Exhibit - A as
amended by COMTEL from time to time.

2. Appointment as Partner
Subject to the terms and conditions set forth herein, COMTEL hereby appoints Partner on a
non-exclusive basis as a Partner of Products, where such “Products” may get bundled with, or
installed on, Partner Hardware. Partner hereby accepts such appointment from COMTEL.
Partner shall be entitled to distribute “Products” only in the territory or area as maybe mutually
agreed to between the Parties and to resell “Products” only to Customers or any other
COMTEL authorized partner within the agreed territory or area. Specifically, resale or
distribution of “Products” through distributors or retail chain stores is prohibited. Partner
acknowledges and agrees that should COMTEL have reason to believe that Partner has resold
“Products” in violation of this paragraph 2, COMTEL shall be entitled to immediately
terminate this Agreement. During the Term of the Agreement, the Partner shall not enter into
any agreement with, or sell Satellite Products/Services for any satellite based networking
company or any entity competing with COMTEL business or having substantial overlapping
business.

3. Effective Date
Subject to the provisions hereof relating to early termination, this Agreement shall be
effective from _________________ (“Effective Date”) and shall continue for 1 years (the
“Term”). Upon the expiration of the initial Term, this Agreement shall automatically renew for
successive additional periods of twelve (12) months each or such period as maybe mutually
agreed to between the Parties, unless earlier terminated in accordance with the provisions
hereof. The agreement shall automatically terminate on expiry of every calendar year unless
the Partner provides no dues certificate to the Company, as per Exhibit - B, in writing, for the
previous calendar year, every year and agreed & duly signed off by both Partner & Comtel by
January end of the following year.

4. Partner Obligations
A. Partner shall actively and diligently promote the sale of Product in Partner’s agreed territory.
Partner shall also advise and update Customers in a timely manner of any announcements
regarding the Products that are communicated to Partner as being relevant to Customers.
B. Partner shall provide Customers with ongoing account management which includes, but is not
limited to: site visits, product demos, information transfer on a timely basis, seminars, training,

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direct mailings, regular follow-up, and communication of Customer issues/opportunities or

concerns back to COMTEL.
C. In the event that Partner identifies a Customer or possible Customer having twenty five (25) or
more locations, Partner shall promptly inform COMTEL. COMTEL shall be entitled to assign
an Account Manager/Representative to any such Customer or potential Customer. Partner shall
continue to provide reasonable support for any such Customer or potential Customer at the
request of COMTEL.

D. Partner shall be responsible for providing maintenance and technical support for the Products to
Customers in accordance with COMTEL's standard policies and procedures as may be provided
by COMTEL from time to time, for all the customers availing of non HTS services. For
customers who have subscribed to the HTS services the maintenance services will be the
responsibility of the bandwidth service provider i.e Hughes Communications India Pvt. Ltd

E. Partner shall be the first point of contact for service calls or emails (i.e., Tier I support). Partner
will provide trained staff, having a good knowledge about personal computers, the available
software operating systems, and COMTEL Product functionality for this purpose. COMTEL
will make available COMTEL Product training to Partner’s trainers so that Partner can
disseminate such information within its organization as required to perform its obligations
hereunder. In the event Partner fails to provide the support functions required hereunder, in
addition to any and all other remedies available to COMTEL under this Agreement or at law,
COMTEL reserves the right to directly contact, support, and service all affected Customers of
Partner.
E. Partner shall resell the Products only in the form provided by COMTEL and shall not modify,
alter, customize the Products in any way.
F. Partner shall comply with all applicable laws, regulations and standards relating to (a) the Sale of
the Products and (b) the performance by the Partner of its obligations hereunder. Partner shall not
export the Products or sell the Products to a Customer when Partner has reason to be believe that
the Customer intends to export the Products outside India or will not use the Product for the purpose
it was meant for. The Partner shall also acquire the Dealer Possession license from WPC wing of
Department of Telecommunications for dealing with wireless equipments as per Indian Wireless
Act 1933 & amendments thereof and ensure compliance of the same.
G. Partner will make available to COMTEL, for COMTEL’s inspection and at COMTEL’s
request, any marketing information, customer proposals, and customer contracts in order that
COMTEL may verify that the representations made by the Partner about the “Products” and
Partner Services are true and accurate.
H. Incase there is a conflict on customer acquisition between Partners or between Partner and
COMTEL, COMTEL decision will be binding on the Partner.
I The Partner acknowledges that the Products supplied by COMTEL or any of COMTEL’s affiliates
are subject to export controls under the laws and regulations of the United States of America
(USA) and if required will obtain all required USA approvals and local authorizations, permits
or licenses before the delivery.
J. Partner shall at all times comply with any and all applicable laws in connection with the
Agreement, including, without limitation, the United States Foreign Corrupt Practices Act.

5. REPRESENTATIONS, WARRANTIES & UNDERTAKINGS

A. The Partner hereby represents and warrants to Company that:

(i) it is a company incorporated and organised under the laws of India and has full power and
authority to execute, deliver and perform its obligations under the Agreement;

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(ii) the execution and delivery of this Agreement will not result in breach of any terms and
conditions of any agreement or constitute default of any laws or other obligations to which
the Customer is bound;

(iii) it shall undertake all such actions as are required by it for timely execution of the
Agreement, including timely payment of dues to the Company and provisioning for an
escalation matrix to senior personnel of the Partner in the event there are unpaid
outstanding dues to the Company ; and

(iv) the Partner undertakes to conduct business and execute this Agreement in an ethical manner
and engage in any dispute with a view to a fair and amicable settlement of the matter.

B. Company hereby represents and warrants to the Partner that:

(i) it is duly incorporated and organized under the laws of India and has full power and
authority to execute, deliver and perform its obligations under the Agreement;
(ii) the execution and delivery of this Agreement will not result in breach of any terms and
conditions of any agreement or constitute default of any laws or other obligations to which
Company is bound;

C.. The sole remedy to the Partner for breach of the foregoing warranties is the rectification or
correction by Company of such non-conformity.

D. Except as expressly provided herein, Company makes and the Partner receives absolutely no
other warranties, express or implied, and there are expressly excluded warranties of
merchantability, reasonable care and fitness for a particular purpose. The Partner agrees that,
except as expressly provided in this section, Company shall have no liabilities or obligations
under this Agreement.

6. Use of Trademarks and Logos

A. Partner shall resell Products only under the COMTEL brand name. COMTEL will notify Partner
from time to time of the guidelines for the use of the COMTEL trademarks and logos. Partner will
not modify the trademarks or logos in any manner. Further, Partner may use COMTEL trademarks
and logos only with the prior approval of COMTEL :
i. Within the agreed territory;
ii. In conjunction with Products and Partner Services which COMTEL has authorized Partner
to market;
iii. As described in the guidelines provided to Partner, from time to time.

B. Any use of COMTEL’s trademarks and logos in conformity with the provisions of this Section
will be royalty-free.
C. Partner agrees to promptly modify any advertising or promotional materials that do not comply
with COMTEL’s guidelines for the use of its trademarks and logos. If Partner receives any
complaints about Partner’s use of a Trademark, Partner shall promptly notify COMTEL. Upon
expiration or termination of this Agreement, Partner will promptly discontinue the use of
COMTEL’s trademarks and logos.
D. Partner agrees not to register or use any mark that is confusingly similar to any of
COMTEL’s trademarks. COMTEL’s trademarks, and any goodwill resulting from Partner’s
use of them, belong to COMTEL.

7. Advertising and Promotion

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A. Any advertising or marketing materials prepared by or for Partner shall not include any false or
misleading claims or misrepresentations as to the performance of the Products. In case a Partner
makes any misleading claims or misrepresentations, he shall indemnify and keep COMTEL
indemnified.
B. Partner agrees to maintain complete and accurate records relating to its advertising,
promotion, marketing, and distribution of the Products. COMTEL shall have the right, once
each six (6) month period, to appoint an independent third party to examine Partner's books
and records in order to verify Partner's compliance with the terms of this agreement. Any
such audit shall be at the expense of COMTEL unless the audit reveals any noncompliance
by Partner with the terms of this Agreement. In the scenario wherein the audit reveals non
compliance on the part of Partner, the cost of such audit shall be borne by the Partner.

8. Price and Payment Terms

A. Payment: In consideration of Partner’s purchase of Products, Partner shall pay to COMTEL
the Product purchase price as set forth in Exhibit A on FOB COMTEL warehouse. Payment
terms are 100% in advance. The Partner shall make the payment on or before the due date of
all the charges as aforesaid by electronic transfer to Company’s Bank account as intimated in
writing by the Company and also email the payment details, invoice wise to email id
bpcare@hughes.in or as may be mentioned on the invoice raised by Company from time to time
with complete detail of TDS etc. such that all payments are correctly reflected in the books of
the Company. In case the details are not emailed within 3 days of the payment by the Partner,
the Company at its discretion can adjust it on FIFO (First-In First-Out) basis.

B. Billing Dispute : Any billing dispute will be considered only if notified in writing , along with
the detailed workings, by the Partner to Company within 15 days of receipt of the invoice by
sending an email to the email id (bpcare@hughes.in) or as may be notified by Company to the
Partner from time to time. Company should duly acknowledge the receipt of such dispute from
the Customer. The Partner shall pay the invoices in full and all deductions, if any, under
whatever head it may be designated, shall be applicable only after such amount is mutually
agreed by the Company & the Partner in writing and a credit note is issued by the Company
C. Interest on overdue amounts : Any amount which is unpaid by the Partner when due shall
accrue from the due date and shall bear interest at an annual rate equal to SBI BPLR
(Benchmarked Prime Lending Rate) + 5% from the date such payment is due until such time,
the payment is made.
D. In addition to the price of the Product, Partner shall pay to COMTEL any taxes, duties, shipping,
insurance, or related or similar charges incurred by COMTEL.
E. GST
i. For the purposes of this Agreement, the following terms shall have the meaning as given
below:
 GST - means any tax or cess or both imposed on the supply of goods or services or
both under GST Law.
 GST Laws - means IGST Act, GST (Compensation to the States for Loss of Revenue)
Act, CGST Act, respective UTGST Act and respective SGST Acts, 2017 and all related
legislations, Rules, Notifications, Orders, etc.
ii. It covers all purchases of goods & services by the Partner from the COMPANY, referred
to as Supplies under this Agreement and various Purchase orders issued/to be issued
therein referred to as Orders.

iii. The Place of Supply to be mentioned on the invoices shall be as per the GST laws. The
Partner shall provide it’s GSTIN to the COMPANY on which GST invoice is to be raised
and shall inform about the locations where goods/services are to be delivered.

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iv. The Location of Supplier shall be determined by the COMPANY depending upon the
availability of goods/services at the time when such Supplies are required by the Partner.
Therefore, irrespective of the COMPANY’s place as mentioned in the Agreement/Orders,
the Company is authorized to decide the Location of Supplier/Company for the said
Supplies and such decisions shall be deemed to become incorporated into Orders thereafter.

v. Both Parties shall be responsible for all the compliance relating to the movement of goods
originating from their respective location/sites including issuance of delivery challan, e-
way bill, etc. as mandated under the GST Laws.

vi. In the event of Equipment Sale by Company to Partner, the Partner shall make 100% GST
payment with first mile stone payment.

vii. COMPANY is responsible to issue invoices containing the prescribed details under the
GST Laws like HSN Code, GSTIN, Place of Supply etc. The GST shall be charged as per
the applicable rates under GST Law. The COMPANY shall be liable to deposit the tax in
timely manner. The COMPANY shall remain responsible to for any loss of GST credit to
the Partner due to non-payment of tax by the COMPANY. If any incorrect information is
provided by the Partner, then COMPANY will not be responsible for the same and
COMPANY will not be able to change already raised invoices.

viii. The Partner to ensure that all the invoices raised by the COMPANY and listed on GSTN
portal are fully recorded in Partner’s books of account within the time prescribed under
the GST Laws. The COMPANY shall not be responsible for any input tax credit lost to
Partner due to non/short recording of the invoices.

ix. The Partner shall make timely payments towards the invoices raised by the Company. If
there is any loss of any Input Tax Credit to the Partner due to delay in payments, the
COMPANY shall not be liable for such loss of Input Tax Credit to the Partner

x. An Invoice once raised and uploaded on GSTN portal shall only be revised, if required, by
way of Debit/ Credit Note only as per the GST Laws and in no case, the invoice be returned
to Hughes. Any revision from the invoice must done only after it is mutually agreed in
writing.

xi. The Invoice shall be deemed to have been accepted if the disputed amount is not notified
in writing to bpcare@hughes.in within 15 days of the invoice submission date with
complete details as to Invoice no., Site ID, Reason, disputed amount with workings and the
correspondence, if any with Hughes personnel.

xii. The Partner will be liable to pay the interest & penalty, if any paid by COMPANY under
GST Laws for delay in billing due to the late receipt of purchase orders from Partner for
continuous supply of services and/or due to delay in providing GSTIN information.

xiii. After the introduction of new GST returns, Partner would be required to take suitable action
as to “Accept/Reject/Pending” on the invoices uploaded by COMPANY on GST portal. In
case Partner takes any action other than “Accept” then the reason thereof should be
conveyed to the COMPANY within 15 days.

xiv. The contact details for GST related issues and query for both the parties are as follows :-
Company : Level 1 : Gaurav Shukla, gaurav.shukla@hughes.in

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Level 2 : Ashish Gupta, ashish.gupta@hughes.in

9. Price Changes
COMTEL may change the prices set forth in Exhibit A at any time by giving Partner a minimum
of fifteen (15) days written notice.

10. Delivery Terms

Delivery will be made FoB COMTEL warehouse (Incoterms 2000) basis. Title and risk of
loss shall pass to Partner upon delivery of the Product by COMTEL to the carrier.

11. Product/ Changes

A. COMTEL shall have the right, in its absolute discretion, and without thereby incurring any
liability to Partner with respect to any purchase order theretofore placed, or otherwise, to change
the design or to discontinue the manufacture or sale of any Products covered by this Agreement.
B. COMTEL shall endeavor to inform Partner at least thirty (30) days prior to the delivery of any
Products that incorporates a change in design that shall, in COMTEL’s reasonable opinion,
affect the marketability of any Products in the Partner’s inventory or service. COMTEL shall
also endeavor to inform Partner at least thirty (30) days prior to the discontinuation of the
manufacture or sale of any Products covered by this Agreement. COMTEL however, will not
be responsible and shall not incur any liability to Partner or to any third Party for its failure or
delay to so inform the Partner as mentioned above.
C. In the event of a shortage of any Products for any reason, COMTEL shall have the right to
allocate Products among its Partners and other customers in such manner as COMTEL shall
consider to be equitable.

12. COMTEL Intellectual Property

A. As used in this Agreement, "COMTEL Property" means all proprietary inventions, processes,
product designs, machine designs, intellectual property in any medium, and information,
whether patented by COMTEL (or its parent, affiliates, or subsidiaries), heretofore and
hereafter acquired or developed by COMTEL (or its parent, affiliates, or subsidiaries).
"COMTEL Trademarks" means any service mark, commercial name, trademark, or trade name,
whether registered by COMTEL (or its parent, affiliates, or subsidiaries) heretofore or hereafter
acquired or developed, that is associated with the Products, or service of COMTEL (or its
parent, affiliates, or subsidiaries).
B. During the Term of this Agreement, Partner may use COMTEL's name and Trademarks in
advertising and other sales promotion activities with respect to the Product; provided that
COMTEL reserves the right to terminate Partner’s right to use COMTEL’s name and
Trademarks in any such activities which are not reasonably satisfactory to COMTEL. From time
to time COMTEL may make spot checks of Partner’s use of COMTEL’s Trademarks. If
COMTEL determines that any use of such Trademarks is not in accordance with COMTEL’s
standard guidelines such use will be terminated immediately. This Agreement shall not be
construed to grant any rights with respect to names, Trademarks, Property or anything else
belonging to COMTEL, its parent, affiliates, or subsidiaries. Partner shall not market Products
or Services under any name except names designated by COMTEL from time to time. Partner
shall neither alter COMTEL Trademarks appearing on Products nor use COMTEL Trademarks
or COMTEL's name on stationery, or in Partner's corporate or firm name, except with the prior
written approval of COMTEL, and such use, if approved, shall in no way bestow any rights to
COMTEL Trademarks upon Partner.
C. All COMTEL Property and all COMTEL Trademarks are the exclusive property of COMTEL,
or its parent, affiliates, or subsidiaries, and Partner has and shall have no right, title, or interest
in COMTEL Property or COMTEL Trademarks, or any goodwill related thereto, during or

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after the term of this Agreement. Partner represents and warrants that Partner has not sought
or obtained, and agrees not to seek or obtain, in India or elsewhere, any patent or registration
embodying COMTEL Property or COMTEL Trademarks and further agrees to discontinue all
use of COMTEL Property and COMTEL Trademarks immediately from and after the
termination of this Agreement. COMTEL shall be the sole owner of and shall have exclusive
rights to the intellectual property and technology relating to all Products and Services. The
rights or ownership of such Products and Services and the operation or use thereof shall not
be construed as a license from COMTEL to Partner of any of the intellectual property
associated with said Products or Services, and Partner may not alter or manufacture or have
manufactured any Product or Services. Partner shall not create or attempt to create any or all
of the Property of COMTEL. Partner shall not design, manufacture, or sell any product
imitative of Products or Services, embodying COMTEL Property or identified with COMTEL
Trademarks. Partner shall not use or disclose any COMTEL Property in any manner adverse
to the best interests of COMTEL. Any enhancement in the value of COMTEL Property or
COMTEL Trademarks, or goodwill related thereto, in the U.S.A. or elsewhere, that results
from the efforts of Partner shall be for the sole benefit of COMTEL and shall not give rise to
any further compensation to Partner.
D. Partner shall not directly or indirectly sell, offer, lease, license or otherwise transfer any rights
granted hereunder to use COMTEL’s name and Trademarks.
E. Partner shall not directly or indirectly promote, sell, offer, advertise any competitive
product or service that competes with the Product whereby COMTEL runs the risk of losing
competitive technology information & other confidential matters. COMTEL shall have the right
to terminate this agreement forthright in the event Partner engages itself in such a with
competitive products.

F. Partner shall not reverse engineer or attempt to reverse engineer the Products

13. Indemnification
A. Intellectual Property indemnification
COMTEL will not be liable for any damages or costs resulting from claims (i) that COMTEL's
compliance with Partner's designs, specifications, or instructions, or (ii) that use of any item
provided by COMTEL in combination with Products not supplied by COMTEL, constitutes
either direct or contributory infringement (such claims being collectively referred to herein as
"Other Claims"). Partner will indemnify COMTEL from any and all damages and costs
(including settlement costs) finally awarded or agreed upon for infringement of any patent or
copyright in any suit resulting from Other Claims, and from reasonable expenses incurred by
COMTEL in defense of such suit if Partner does not undertake the defense thereof. In no event
will COMTEL be liable for damages hereunder in excess of the price of the Products or part
thereof on which such liability is based

B. Without prejudice to any other rights available to Company in law or under equity, the Partner
shall indemnify, defend and hold harmless Company from and against any and all direct
losses, liabilities, damages and expenses (including, without limitation, reasonable attorneys'
fees and expenses) arising out of or resulting from any material inaccuracy in or material breach
by the Partner of the Agreement or the Representations, Warranties and Undertakings of the
Partner contained in this Agreement.

C. Subject to compliance with the terms of Clause 5 hereinabove, Company agrees to indemnify,
defend and hold harmless the Partner from and against any and all direct losses, liabilities,
damages and expenses (including without limitation, reasonable attorneys fees and expenses)
arising out of or resulting from material breach by Company of the Agreement or the
Representations and Warranties of Company contained in this Agreement

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14. Excusable Delays

COMTEL assumes no liability for failure to perform or delay in performing its obligations
under this Agreement if such failure or delay results, directly or indirectly, from any cause
beyond its reasonable control, including but not limited to, the elements, acts of God, action or
inaction of Government (including action or inaction relating to the import or export of the
goods to be sold hereunder), delays in transportation, and shortage of materials, energy or
labour difficulties.

15. Confidentiality
A. During the course of implementing the transactions contemplated hereby or providing the
Services hereunder and during the course of the relationship contemplated hereby, either Party
may become aware of the other Party's Business Information or any information which the
disclosing Party designates, either orally or in writing, to be of a confidential or proprietary
nature, or which the receiving Party has reason to believe should be treated as such.

B. Each Party shall:

(i) protect and maintain the confidentiality of the Business Information and shall use the
Business Information only to perform the Services under this Agreement;

(ii) not disclose, or allow to be disclosed, the Business Information to any party other than to
its employees, officers or directors who need-to-know the information in order to perform
the Services;

(iii) treat all Business Information of the other Party with the same degree of care to avoid
disclosure to third parties as is used with respect to the recipient Party’s own Business
Information, but not less than a reasonable degree of care.

C. A Party’s obligations of confidentiality hereunder shall terminate when such Party can
document that the Business Information:

(i) at the time of its disclosure was known to the Party to whom disclosed;

(ii) is already in the public domain or becomes generally known or published without breach
of this Agreement;

(iii) is lawfully disclosed to a third party free to disclose such information;

(iv) is subsequently independently developed by the Party to whom disclosed without

reference to or use of the Business Information; or

(v) is legally required to be disclosed provided that the Party so compelled shall promptly
notify the other Party so as to permit such other Party to appear in any proceedings and
object to the disclosure (in which case these obligations only terminate as to the particular
disclosure that is compelled).

16. Warranty
A. COMTEL will deliver good title to all Products that are to become the property of Partner
pursuant to this Agreement, free from any and all liens, claims, or encumbrances.
B. Subject to the terms and conditions hereof, COMTEL warrants for a period of one year,
commencing upon the date of sale (Warranty Period), the Products provided to Partner pursuant
to this Agreement against defects in material and workmanship that materially affect its
performance in accordance with applicable specifications (‘Defects’). COMTEL shall, at its

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option and expense in accordance with Paragraph D below, promptly repair or replace, or cause
to be repaired or replaced, any Product that proves to have a Defect during such Warranty
Period.
C. The limited warranties set forth in this Article, except for the warranty of title, are contingent
upon Partner’s notifying COMTEL of an alleged Defect during the Warranty Period defined
herein. Repair, replacement, amendment, or alteration will be performed in accordance with
COMTEL’s standard practices with respect to such Product. Partner shall be responsible for the
return of Products to COMTEL’s designated repair location, freight prepaid and packed to
assure safe arrival. COMTEL shall return repaired, replaced, amended or altered Products, to
Partner at COMTEL’s repair center only.
D. The limited warranties set forth in this Article will not apply with respect to (i) Products that
have been subject to unauthorized alteration, modification, or repair, (ii) defects or failures
resulting from improper handling, storage, operation, interconnection, or installation; (iii)
failure to continually provide a suitable installation and operational environment; or (iv) any
other cause beyond the range of normal usage for the Product .
E. Except as expressly stated in this Agreement, the “Products” are provided and licensed "as is"
and there are no warranties, representations or conditions, expressed or implied, written or oral,
arising by statute, operation of law or otherwise, regarding them, or any other product or service
provided hereunder or in connection herewith. COMTEL disclaims any implied warranty or
condition of merchantable quality, merchantability, durability, noninfringement, or fitness for
a particular purpose. No representation or other affirmation of fact, including but not limited to
statements regarding performance of the “Products” or storage media, which is not contained
in this agreement, shall be deemed to be a warranty by COMTEL.
F. No Agreements varying or extending this warranty or the foregoing limitations will be binding
on COMTEL unless in writing and signed by an authorized representative of COMTEL.
G. Partner will give and make no warranties or representations whatsoever on behalf of COMTEL,
including, but not limited to warranties or representations with respect to the quality,
merchantable quality, durability, non-infringement, fitness for a particular use or purpose or
any other features of the “Products”; and Partner shall not incur any liabilities, obligations or
commitments on behalf of COMTEL.

17. Limitations on Liability

A. Notwithstanding any other provision of this Agreement and irrespective of any fault or
negligence, neither Party shall be liable to the other for any indirect, reliance, special, punitive,
consequential, exemplary or incidental damages (including without limitation damages for
harm to business, lost revenues, lost sales, lost savings, lost profits (anticipated or actual), loss
of use, downtime, injury to persons or damage to property and claims of third parties),
regardless of the form of action, whether in contract, warranty, strict liability or tort (including
without limitation negligence of any kind, whether active or passive) or any other legal or
equitable theory arising out of or in connection with this Agreement including the Services,
even if a Party has been advised of the possibility of such damages.

B. In no event shall Company be liable for any damages arising out of or in connection with the
Goods / Services provided by Company in excess of the amounts paid by Partner during a
period of 6 months preceding the date of the Partner’s written notice by which the Partner
informs Company of having suffered any such damage for the Services utilized by Customer.
The Partner shall give written notice within 15 days of suffering the damage.

18. Termination

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A. In addition to the rights under paragraph 2 above and unless otherwise agreed to in writing
between COMTEL and Partner, this Agreement shall terminate in the event of any of the
following: (i) on the thirtieth (30th) day after COMTEL gives Partner written notice of breach
by Partner of any material term or condition of this Agreement unless the breach is cured before
that day; (ii) written notice of termination by COMTEL, effective immediately, after a receiver
has been appointed in respect of the whole or a substantial part of the Partner's assets or a
petition in bankruptcy or for liquidation is filed by or against Partner or if Partner has been
dissolved or liquidated or is insolvent; or (iii) on the thirtieth (30th) day following receipt by
either party of written notice from the other party terminating this Agreement for convenience.
B. Partner acknowledges and agrees that it has no expectation that its relationship with COMTEL will
continue for any minimum period of years or that Partner shall obtain any anticipated amount of
profits by virtue of this Agreement. The parties agree that the termination provisions herein, in
terms of both notice and default events are reasonable and agree not to contest same by way of
wrongful termination proceedings or otherwise. COMTEL shall not be liable, by reasons of any
termination of this Agreement, for compensation, reimbursement or damages on account of the
loss of prospective profits on anticipated orders or on account of expenditures, investments, leases
or commitments whatsoever in connection with the goodwill of Partner.
C. In the event of termination, Partner shall (i) pay to COMTEL all payments and shall fulfill any other
obligations of Partner within thirty (30) days of termination; and (ii) with the written authorization
of COMTEL, resell Products already in Partner’s inventory subject to the terms and conditions of
this Agreement.
D. Except as provided herein, termination shall be without prejudice to any other right or remedy
to which either party may be entitled under this Agreement, or in law.

19. Survivability
Sections 12, 13, 15, 17, 18 and 22 of this Agreement shall survive the termination hereof.
20. Assignment
A. This Agreement and the rights granted shall not be assigned, encumbered by security interest or
otherwise transferred by Partner without the prior written consent of COMTEL.
B. The parties agree to do all such things and to execute such further documents as may reasonably
be required to give full effect to this Agreement.

21. Notices
Any notice or other communication to the parties shall be sent to the addresses set out above, or
such other places, including web sites and e-mail addresses, as they may from time to time specify
by notice in writing to the other party. Any such notice or other communication shall be in writing,
and, unless delivered to a responsible officer of the addressee, shall be given by registered mail,
facsimile, other electronic communication, and shall be deemed to have been given when such
notice should have reached the addressee in the ordinary course, provided there is no strike by
postal employees in effect or other circumstances delaying mail delivery, in which case notice shall
be delivered or given by facsimile or other electronic communication. In the event either party
communicates with the other by electronic means, each party agrees to the following for all
electronic communications: an identification code (called a "USERID") contained in an electronic
document is legally sufficient to verify the entity of the sender and the authenticity of the
document; an electronic document that contains a USERID is a signed writing; and an
electronic document, or any computer printout of it, is an original when maintained in the
normal course of business.

22. Governing Law, Dispute Resolution & Arbitration

A. Governing Law : The Parties agree that this Agreement and all rights and obligations of the
Parties hereunder shall be governed, construed and interpreted exclusively under and pursuant

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to the substantive laws of India, subject to the exclusive jurisdiction of the courts of New Delhi.

B. Any dispute arising out of or relating to this Agreement whether during its term or after expiry
thereof or prior termination shall be first attempted to be resolved through mutual discussions
and conciliation between the Parties. If the Parties are unable to resolve the dispute within thirty
(30) days through conciliation, then all disputes and differences of whatsoever nature arriving
out of this Agreement, shall be settled by arbitration in accordance with the Arbitration and
Conciliation Act 1996 and any statutory amendment thereof.

C. The arbitration shall be conducted in the English language, and shall be heard and determined
by an arbitral tribunal composed of a sole arbitrator appointed by agreement between the
Parties. If the Parties fail to reach agreement with respect to the appointment of an arbitrator
within 30 calendar days of any Party’s notice to the other Party of the existence of a dispute or
controversy, then the parties agree to submit that dispute to arbitration under the ICADR
Arbitration Rules, 1996. The Authority to appoint the arbitrator(s) shall be the International
Centre for Alternative Dispute Resolution (ICADR). The International Centre for Alternative
Dispute Resolution will provide administrative services in accordance with the ICADR
Arbitration Rules, 1996. The arbitration proceedings shall be conducted in the English language
and shall take place at New Delhi, (India), in accordance with the Arbitration and Conciliation
Act, 1996

D. The decision of the arbitrator shall be final, conclusive and binding on the Parties.

E. Notwithstanding the foregoing, however, nothing contained herein shall be deemed to prevent
either Party from seeking and obtaining injunctive and equitable relief from any court of
competent jurisdiction

23. Force Majeure

A. Notwithstanding any provisions in this Agreement, neither Party shall be liable to the other for
any delay or failure to perform any obligation under this Agreement to the extent such delay or
failure is due to any act or omission which is beyond the reasonable control of the Parties, such
as war (whether actual declaration thereof is made or not), sabotage, insurrection, rebellion, riot
or any other act of civil disobedience, act of public enemy, act or action of any Government or
any agency or subdivision thereof, including any act or action by way of any statute, sale
guidelines/regulations, or any other act or action whatsoever, including judicial action, fire,
accident, explosion, epidemic, quarantine restrictions or flood, lightning, earthquake or other
act of god, satellite/transponder or related machinery failure (“Force Majeure”).

B. If the delay in performance of any obligation hereunder due to Force Majeure continues for a
period of three months or more, this Agreement may be terminated by either Party
notwithstanding any provision to the contrary in Article 18 hereof. Neither Party shall be liable
to the other for such termination provided that the Partner shall pay the dues for all Products /
Services rendered through to the date of such termination in accordance with the payment
provisions set forth in this Agreement

24. Miscellaneous Terms

A. This Agreement constitutes the entire agreement between the parties concerning the subject
matter and supersedes all prior statements, representations, discussions, negotiations and
agreements, whether oral or written.
B. No one is authorized to change, alter or modify the terms of this Agreement unless recorded by
an authorized signatory of COMTEL of position Senior Manager or higher. No order, invoice
or similar document will affect this Agreement even if accepted by the receiving party.

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C. If any term or provision of this Agreement is found to be illegal or unenforceable, this

Agreement shall remain in full force and effect, and such term or provision shall be deemed
severed.
D. The parties to this Agreement are independent contractors. No relationship of principal to agent,
master to servant, employer to employee or franchiser to franchisee is established between the
parties.
E. Neither of the party's rights to enforce provisions of this Agreement shall be affected by any
prior course of dealing, waiver, delay, omission or forbearance.

All Products & Services ordered pursuant to the terms of this Agreement shall be subject to the terms
of this Agreement

It is hereby acknowledged and confirmed that all Purchase Orders issued by Customer under this
Broadband Partner Hardware Sale Agreement shall be governed by the terms and conditions of this
Agreement. In the event of a conflict between any of the terms and conditions of this Agreement and
the terms and conditions of the Purchase Orders raised under this Agreement, the said terms and
conditions of this Agreement shall prevail over the terms and conditions of the Purchase Order.

Partner has read and understood this Agreement and agrees to be bound by the terms and conditions
thereof for Products / Services rendered hereunder.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered
by their duly authorized representatives as on the date mentioned hereinabove.

For HCIL Comtel Private Limited for _____________________

(Partner )

_____________________ __________________
Name :Nv Jairam Name :
Designation : Senior Director – marketing Designation :

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EXHIBIT - A

I. Pricing : Hardware for non HTS Services

Hardware : Ku Band VSAT with Indoor and Outdoor unit with 1M / 1.2M
Antenna and Connectors without cables
A. Hardware Price Slabs for Outright Purchase – Applicable to all Partners wef
1/04/2022 (1st April 2022)

Volume Per Unit Purchase Order Value – FOB COMTEL Warehouse

Slabs Price* (Rs) – Price based on the FE rate of 1 USD = Rs. 75.5
6 – 15 Rs. 42,750 /- Each**
16-25 Rs. 39,700/- Each**
26+ Rs. 37,500/- Each**

*GST Extra as applicable.

**RG – 6 Cables (specs and make to be specified by COMTEL) to be procured by
the partner locally

B. Non HTS VSAT Spare Price List – Applicable to all Partners wef 1/04/2022 (1st
April 2022)

Component Qty Per Unit Purchase Order Value – FOB

COMTEL Warehouse Price* (Rs)
HN9200S IDU with 1 Unit 14.500/-
Adaptor
2W Universal ODU 1 Unit 17,250/-
64W Power Adaptor 1 Unit 3,850/-
Antenna with Reflector, 1 Set 11,557/-
Feedhorn and Mount
RG – 6 Connector Set (4 1 Set 455/-
Nos)

*GST Extra as applicable

J. Pricing : Hardware for HTS Services

Hardware : Ku Band VSAT with Indoor and Outdoor unit with 1M / 1.2M with
2W RF / 3W BUC , 1.2M Antenna and Connectors without cables

C. Hardware Price Slabs for Outright Purchase – Applicable to all Partners wef
1/04/2022 (1st April 2022)

Volume Per Unit Purchase Order Value – HT2010 with 1.2M Antenna, 2W
Slabs RF, Cables & Connectors. FOB COMTEL Warehouse Price* (Rs)
– Price based on the FE rate of 1 USD = Rs. 75.5
8 – 15 Rs. 30,000 /- Each**
16 – 25 Rs. 28,000/- Each**
26+ Rs. 27,000/- Each**

*GST Extra as applicable.

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Volume Per Unit Purchase Order Value – HT2300 with 1.2M Antenna, 3W
Slabs BUC, Cables & Connectors. FOB COMTEL Warehouse Price*
(Rs) – Price based on the FE rate of 1 USD = Rs. 75.5
6 – 12 Rs. 42,500 /- Each**
13 - 25 Rs. 39,000/- Each**
26+ Rs. 37,000/- Each**

D. HST VSAT Spare Price List – Applicable to all Partners wef 1/04/2022 (1st April
2022)

Component Qty Per Unit Purchase Order Value – FOB

COMTEL Warehouse Price* (Rs)
HT2010 IDU with 1 Unit Rs.10,500
Adaptor
2W RF 1 Unit Rs.14,000
HT2300 IDU with 1 Unit Rs.15,000
Adaptor
3W BUC 1 Unit Rs.22,000
Power Adaptor 1 Unit Rs.3,700
1.2M Ku Antenna with 1 Set Rs.11,557
Reflector, Feedhorn and
Mount
Connector Set 1 Set Rs.455

*GST Extra as applicable

Quantity (as in the volume slabs mentioned above) is applicable for single order with
100% advance payment through RTGS / demand draft. Quantity mentioned above is
NOT on cumulative basis over a week / month / quarter / or year.
The Product and the prices can be changed with 15 days notice through a written
communication including electronic mail from COMTEL and the price change can be
made on account of change in Foreign Exchange rates also.
II. Spares for Hardware support: Partners are expected stock spares equivalent to 5% -
10% of the installed base. For the purpose of spares calculation, the installed base
managed by the Partner at the start of every calendar quarter shall be considered.
Depending upon the number of installed VSATs the Comtel regional representative
will calculate the number of spares of each type that the Partner will need to stock to
provide service to the customers. Based on this calculation, the Partner will, at the start
of every calendar quarter, order the spares that are required. The pricing of the spares
shall be circulated to the Partners by the Hardware supplier from time to time.
Repair services for failed Hardware by HCIL Comtel is at ARC center only, on
chargeable basis @ Rs.6,000 per unit of HT2010 or HN9260 IUD or 2W HNS RF and
@ Rs.7,600 for HT2300 IDU or 3W BUC in case these items are repairable. ARC
can replace irrepaireable items on full charge basis, against appropriate orders from
Partners. The Products shall be sent over to the Comtel’s Repair Centre for repairs.
Delivery and pickup of the defective and repaired items to and from ARC is to be
arranged by Partners. All taxes would be extra as applicable. Items defective for
design / manufacturing defects shall be replaceable free of cost by ARC within one
year of sale, subject to ARC certification of design / manufacturing defect. Damage
due to misuse / abuse / improper storage / improper input power / natural calamities
like flood, lightning, earthquake and other force Majeure conditions would be

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chargeable. Components like power adaptor, cables, connectors and antenna set
would not be covered under design and manufacturing defect.

III. Governance Charges: Non delivery of field service: In case Partner does not
deliver the field service to any site/s and if Comtel has to depute its engineer for
closing the call, Rs. 2,500, exclusive of applicable taxes, would be debited per such
field call taken up by Comtel. In case any part / component has to be replaced by
Comtel as part of this call, to close the call, the charge for the component , as per
the spare price list, would be debited to the Partner. In case the component is
repairable, the repair charges would be debited to the Partners as per the published
rates for repair.
Governance would encompass all issues directly related to the violation of the
policies / guidelines defined including but not limited to wrong / overcharging of
customers in regard to hardware sale price, maintenance & program Management
services. Governance charges for other violations, except for non delivery of field
service would be decided on case to case basis.

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Exhibit B : No Dues Format

Date :- 1st January 20—

T o,

HCIL Comtel Private Ltd

1, Shivji Marg, West End Greens
New Delhi

Subject: No Dues Status of our account Dear

Sir,

This is in response to your request for No Dues Certificate from HCIL Comtel Private Ltd
pertaining to our account number _____________, for the period till 31st December, 20--

We hereby, confirm that there are no dues payable to us from COMTEL, as on 31 st December
20__, except for Rs ____________ as per the annexure attached

We confirm that other than the Outstanding mentioned above, there are no other dues for
services provided upto 31st December, 20__.

We also acknowledge that, as on 31st December, 20--, we owe Rs __________to COMTEL

We hereby declare that we would close , from both sides, the above mentioned dues within a
maximum of 30 days from the date of this letter.

For HCIL Comtel Private Limited for _________________

______________________ ______________________
Name :
Designation : Designation :

Annexure 1: Details of dues from COMTEL

Annexure 2 : Details of dues owed to COMTEL

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