Vaishnavi Enterprise

This stamp paper forms an integral part of DISTRIBUTION AGREEMENT dated 14-07-2023 executed between
Tata Play Limited (Formerly known as “Tata Sky Limited”) & Vaishnavi Enterprise.
Distribution Agreement between Tata Play Limited and Vaishnavi Enterprise

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DISTRIBUTION AGREEMENT
Channel Type – Non Trade -H2H
COVER PAGE
This DISTRIBUTION AGREEMENT (this “Agreement”) is entered into this 14-07-2023 (the
“Execution Date”) by and between
TATA PLAY LIMITED (Formerly known as “Tata Sky Limited”), [CIN:

U92120MH2001PLC130365], a company incorporated and registered under the
provisions of the Companies Act 1956, having its registered office at Unit No. 301-305,
3rd floor, Windsor, Off CST Road, Kalina, Santacruz East, Mumbai – 400098
(hereinafter referred to as ‘TATA PLAY’, which expression, unless it be repugnant to
the context or meaning thereof, shall mean and include its successors and permitted
assigns) of the ONE PART; (the “Company”); and
Parties
1 Vaishnavi Enterprise, a Proprietorship, having its office at C-6,Shilpika,Arjun

Ashram Road,Chandlodia,Ahmedabad-382481 of the OTHER PART (the
“Distributor”).
The Company and the Distributor are hereinafter together referred to as the “Parties”
and individually as a “Party”.
This Agreement shall come into effect on 14-07-2023 and, unless terminated earlier in
accordance with the provisions of this Agreement, shall remain in force until 10 Years
2 Term (the “Term”). The Company may, in its sole and absolute discretion, renew this
Agreement for such additional periods and on such terms and conditions as may be
agreed between the Parties at that time.
During the Term, the Distributor shall sell, market and distribute (1) Tata Play Products
3 Services and/or (2) Tata Play Services, in the Service Area in accordance with the provisions of
this Agreement.
The service area for which the Distributor shall be responsible to the Company is
described in Annexure A (the “Service Area”). The Company reserves the right at its
Service Area sole and absolute discretion to amend and/or change the Service Area pursuant to 30
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days’ prior written notice to the Distributor. The criteria basis which the Service Area
may be changed are set out at Annexure A.
5 In consideration for the Services, the Distributor shall be entitled to earn margins in
Consideration
accordance with Section 3 of the General Terms and Conditions.
a) The Distributor undertakes to pay the Company, in advance, for the Tata
Play Services and/or the Tata Play Product(s) purchased by the Distributor
from the Company. (“Advance Amount”).
b) The Parties agree that every time the Distributor orders/purchases Tata Play
Services or the Tata Play Product(s) from the Company, the Company shall
6 adjust the amounts from such Advance Amount paid by the Distributor. The
Advance Amount credit balance against such Advance Amount paid by the Distributor shall
payable by the be the maximum amount for which the Distributor can place an order for
Distributor. purchase of Tata Play Service(s) and/or Tata Play Product(s).
c) Notwithstanding anything contained herein, the Company shall not provideTata

Play Services or the Tata Play Product(s) under a Purchase Order until and unless
the Distributor has paid the entire purchase price specified in the invoice issued
by the Company in relation to such Purchase Order.

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All notices to be given pursuant to the provisions of this Agreement shall be in writing
and shall be sent to the Parties at the following address:
If to the Company: Tata Play Limited, Regional Office (North), Mandi Road,
Chhattarpur, New Delhi – 110 074 marked to the attention of Chief Legal and
Regulatory Affairs Officer.
If to the Distributor: C-6,Shilpika,Arjun Ashram Road,Chandlodia,Ahmedabad-

Notices 382481 marked to the attention of Savan Maurya & Proprietor.
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All notices shall be deemed to have been duly given (a) if delivered personally, when
received, (b) if transmitted by facsimile or e-mail, the same Business Day, (c) if sent by
registered mail, return receipt requested, postage prepaid, on the 7 th (seventh) Business
Day following the date of deposit in the mail or (d) if sent by recognized courier service
on the 3rd (third) Business Day following the date of deposit with such courier service.
Any Party may, from time to time, change its address or representative for receipt of
notices provided for in this Agreement by giving to the other Party prior written notice
in accordance with this Agreement.
8 Documents
This Agreement comprises the Cover Page, the General Terms and Conditions and the
comprising
Annexures to be issued by the Company from time to time.
Agreement
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Execution Date:
For: TATA PLAY LIMITED For: VAISHNAVI ENTERPRISE
Authorized Signatory Authorized Signatory
Name: Mayank Agrawal Name: Savan Maurya
Designation: Vice President - Sales Designation: PROPRIETOR

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GENERAL TERMS AND CONDITIONS
1. DEFINITIONS
1.1 “Affiliate” means with respect to any Person, any other Person that directly or indirectly Controls, is Controlled
by or is under common Control with such Person and, with respect to individuals, includes their Relatives (as
defined under Companies Act, 2013);
1.2 Applicable Law” means any statute, law, regulation, ordinance, rule, judgment, rule of law, order, decree, ruling,
bye-law, listing agreements with the stock exchanges, approval of any Governmental Authority, directive,
guideline, policy, clearance, requirement or other governmental restriction or any similar form of decision of
or determination by, or any interpretation or administration having the force of law of any of the foregoing by
any Governmental Authority having jurisdiction over the matter in question;
1.3 “Claim” means all notices, actions, suits, proceedings or arbitrations pending or threatened, at law or in equity
or before any Governmental Authority;
1.4 “Control” means the possession, directly or indirectly, of the power or ability to direct or cause the direction
of the management or policies of any Person whether through ownership of voting securities, by contract or
otherwise; provided that in all events, the direct or indirect ownership of more than 50% of the paid-up and
issued voting share capital of a Person shall be deemed to constitute control of such Person (the terms
Controlled and Controlling shall have correlative meanings);
1.5 “EVD System” means integrated software system which enables online recharge with Tata Play, in real time,
of the direct to home connection or such other services offered by the Company to Subscribers.
1.6 “EVD” shall mean an electronic voucher issued as acknowledgment of moneys received towards various
charges of the direct to home services for any products and/or services offered by the Company and contains
an Electronic PIN, through which the Company activates the vouchers. EVD shall include E – TSK (Electronic
Tata Play Starter Kit).
1.7 “Encumbrance” means any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, trust,
assignment, security interest or other encumbrances of any kind securing or conferring any priority of payment
in respect of any obligation of any Person and includes any right granted by a transaction which, in legal terms,
is not the granting of security but which has an economic or financial effect similar to the granting of security;
1.8 “Force Majeure Event” means any event beyond the control of a Party, including acts of God, lightning,
earthquakes, fire, floods, epidemics, pandemics, wars, military hostilities, terrorism and acts of public enemies,
which occurs without the fault or negligence of a Party and which, by the exercise of reasonable diligence, such
Party is unable to prevent but does not include any strikes, lock-outs or other labour or industrial disputes;
1.9 “Governmental Authority” means (a) any national, state, city, municipal, or local government, governmental
authority or political subdivision thereof; (b) any agency or instrumentality of any of the authorities referred to
in (a) above; (c) any non-governmental regulatory or administrative authority, body or other organization, to
the extent that the rules, regulations, standards, requirements, procedures or orders of such authority, body or
other organization have the force of law; (d) any competent court or tribunal; or (e) any stock exchange;
1.10 “Intellectual Property” means patents, trademarks, service marks, design rights (whether registrable or
otherwise), copyright, database rights, rights in know-how, trade or business names and other similar rights or
obligations whether registrable or not belonging to the Company and includes the Company Information;
1.11 “ODU” shall mean Outdoor Unit comprising of dish antenna and Low Noise Block Converter.
1.12 “Physical Vouchers” shall mean a physical voucher issued as acknowledgment of moneys received towards
various charges of the direct to home services for any products and/or services offered by the Company and
contains an Electronic PIN through which the Company activates the vouchers and shall include physical TSK
(Physical voucher of Tata Play Starter Kit)
1.13 “Subscriber(s)” means and includes any Person who places an order to buy/avail Tata Play Product(s) and/or
Tata Play Service;

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1.14 “Tata Play Service(s)” means the services in connection with activation or recharge of the direct to home
connection services or any other service offered by the Company to Subscribers, details of which shall be
provided by way of written Price Circulars to the Distributor by the Company from time to time. For the
avoidance of doubt, the Tata Play Product (including CPE) shall not be considered as a Tata Play Services;
1.15 “Tata Play Products” means the CPE (with or without ODU, as the case may be) sold to the Distributor for
further sale to the Subscribers to avail the direct to home services of the Company;
1.16 “Taxes” means all forms of taxation, direct and indirect, including any central sales tax or value added tax,
Goods and Services Tax, stamp duty, duties, levies, cess and imposts, together with any interests, penalties,
surcharges or fines relating thereto, due, payable, levied, imposed upon or claimed to be owed under Applicable
Law, as the context may imply; and
1.17 “Voucher” shall mean EVD and /or Physical vouchers.
2. ORDER OF PRECEDENCE
The following order of precedence shall be followed in resolving any inconsistencies between the terms of this
Agreement and the terms of any Annexures or any other documentation attached hereto or delivered hereunder:
(i) First, the terms contained in the Cover Page; (ii) Second the General Terms and Conditions, (iii) Thirdly, the
terms of Annexures or other attachments to this Agreement, provided that no order of precedence shall be
applied among such Annexures or attachments.
3. PROVISION OF SERVICES
3.1 Based on the representations and warranties of the Distributor provided herein, the Company has agreed to
appoint the Distributor to provide Services to the Company in the Service Area.
3.2 No provision of this Agreement shall be deemed to obligate the Company to procure a minimum value of
Services from the Distributor, and no provision of this Agreement shall be construed as obligating the Company
to procure Services from the Distributor on an exclusive or restrictive basis. The Company reserves the right to
appoint more than one party to render the Services that the Distributor will provide under this Agreement,
including within the Service Area.
3.3 In consideration for the Services, the Distributor will be entitled to earn margins by offering selling Tata Play
Service(s) and/or Tata Play Product(s) to Subscribers in accordance with the Price Circular published by the
Company from time to time (the “Price Circular”). The Distributor hereby agrees and undertakes that it shall
offer/sell Tata Play Service(s) and/or Tata Play Product(s) the Tata Play Services to Subscribers, only in
accordance with the Price Circular.
3.4 The Price Circular applicable is set forth in Annexure B. The Company shall be entitled to update the Price
Circular at its sole and absolute discretion and without the need to amend Annexure B.
3.5 For the purposes of providing the Services, during the Term, the Distributor shall place orders with the
Company for the Tata Play Service(s) or the Tata Play Product(s) in such manner as may be prescribed by the
Company. Once the Company accepts an order placed by the Distributor, the Company shall raise a single
invoice for each Purchase Order placed by the Distributor. The Invoice shall take into consideration the value
accrued to the Company by sale/offer of the Tata Play Service(s) and/or Tata Play Product(s) after deducting
the applicable margin payable to the Distributor in accordance with Price Circular, which shall be issued, from
time to time, based on applicable prices denoted by the Company. The invoice value shall be inclusive of
applicable taxes.
4. SALE AND PURCHASE OF TATA PLAY PRODUCT
4.1 In the event the Distributor wishes to purchase Tata Play Product(s) from the Company during the Term, the
Distributor may place an order with the Company in respect of the Tata Play Product(s) (a “Purchase Order”).
A Purchase Order shall be deemed to be accepted by the Company only if the Company issues a written
acceptance of the Purchase Order by signing and returning a copy of the Purchase Order to the Distributor.
4.2 The Distributor may amend or cancel a Purchase Order at any time after the delivery of a Purchase Order and
prior to the acceptance of the Purchase Order by the Company in accordance with Section 4.1 with the prior
written consent of the Company.

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4.3 The sale of Tata Play Product(s)/Tata Play Service(s) to the Distributor under this Agreement shall in no
manner restrict the Company’s right to sell the Tata Play Product(s) )/Tata Play Service(s) in any manner that
the Company may desire, including, without limitation, directly by the Company to other customers and/or
through distributors.
4.4 The purchase price of the Tata Play Product(s) that shall be payable by the Distributor to the Company shall
be in accordance with the Price Circular, which shall specifically indicate the maximum retail price and
indicative margins of the Distributor. It is clarified that these margins are simply indicative, and the Distributor
can sell the Tata Play Product(s) at a price that is lower than the MRP / their indicative margins.
4.5 The Distributor shall be entitled to sell the Tata Play Product(s) to any Person subject to the maximum retail
price recommended in the Price Circular, and solely for the purpose of facilitating and authorizing the
Subscriber to receive the Services provided by Tata Play.
4.6 The Tata Play Product(s) shall be delivered by the Company or its designated service provider at the delivery
location (‘Delivery Location’) and delivery date (‘Delivery Date’) specified in the Purchase Order. Delivery
of the Tata Play Product(s) shall be complete on the completion of the unloading of the Tata Play Product(s)
at the Delivery Location and title and risk to the Tata Play Product(s) shall pass to the Distributor upon delivery
of the Tata Play Product(s) at the Delivery Location. The Distributor shall be responsible to provide to the
Company or its designated service provider against delivery all necessary forms and other documents in
accordance with Applicable Law.
4.7 While the ownership in the Tata Play Products passes on to the Distributor upon sale, the Tata Play Products
must be provided by the Distributor to the Subscriber on an ‘as is basis’ for sale. None of the Tata Play Products
must be interfered, modified, reverse engineered, decompile or disassemble. None of source code, ideas or
algorithms or structure of the Tata Play Products must be copied by the Distributor.
4.8 Distributor must not disable any features, functionality or security controls included in the Tata Play Products
or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms included in
the Tata Play Products.
4.9 The Distributor shall pay in advance the price specified in the invoice issued by the Company in relation to a
Purchase Order in full and cleared funds to the bank account specified by the Company immediately upon
receipt of such invoice. All payments by the Distributor shall be without any set off, deduction or counterclaim
of any kind. The purchase price specified in the invoice shall be inclusive of (a) amounts in respect of applicable
Taxes or other levies chargeable on the sale of the Tata Play Product(s) or on the Tata Play Service(s), and (b)
any costs to the Company in respect of transportation, handling, packaging and insurance of the Tata Play
Product(s)/ Tata Play Service(s). Notwithstanding anything contained herein, the Company shall not deliver
the Tata Play Product(s) or Tata Play Service(s) under a Purchase Order until and unless the Distributor has
paid the entire price specified in the invoice issued by the Company in relation to such Purchase Order.
4.10 The amount to be payable by the Distributor to the Company toward purchase of Tata Play Product(s) will be
adjusted from the Advance Amounts already paid to the Company by the Distributor. The Advance Amount
received from the Distributor by the Company would be the maximum amount for which the Distributor can
place an order for purchase of the Tata Play Product(s). In order to ensure GST compliances, the Company
will raise GST Invoices (Goods) to Distributors for purchase of Tata Play Product(s) and correspondingly will
give Credit note for GST Invoice (Service) raised to Distributors at the time of Voucher(s) billing, in respect
of the amount so adjusted. It is clarified that pursuant to such transaction, the full rights, title and legal
ownership in such Tata Play Product(s) shall be transferred to the Distributor.
4.11 The Tata Play Product(s) purchased by the Distributor pursuant to this Agreement shall be delivered by the
Company free and clear of all Encumbrances. Except as specified herein, all warranties, conditions and other
terms implied by statute or Applicable Law are, to the fullest extent permitted by Applicable Law, excluded
from this Agreement.
5. SALE AND PURCHASE OF VOUCHERS
5.1 Distributor shall sell, market and distribute Voucher(s) by using the following three modes of distribution (a)
either on its own, (b) through retail channel partners of the Distributor (“Retail”) or (c) through third party

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website which are the online retail channel partners of the Distributor ('Online Partners') ((a), (b) and (c), are
collectively referred to as Distribution Network’).
5.2 Subject to the prior written approval of the Company, the Distributor may provide the Services through Retail
or through Online Partners in accordance with the guidelines set herein and as mentioned in Annexure C. In
case on online sales, Distributor shall also comply with the provisions of Annexure E. Each month,
Distributor shall provide an updated list of all its Retail and Online Partners including the names of the Retail
and Online Partners who operate in the same cities/towns where the operations of the Company are located.
Company may use the above details in its subscription renewal notification or any other communication made
to the Company to its Subscribers.
5.3 Notwithstanding anything to the contrary stated herein, Distributor shall always be responsible for acts and
omissions of its Distribution Network who are engaged in providing the Services. In the event of any losses,
damages, costs, suits, proceedings third party claims, which are incurred by the Company or are brought against
the Company due to the acts and omissions of the Distribution Network, the Distributor shall indemnify and
hold harmless the Company.
5.4 Distributor shall place its order of Voucher on the Company. The Distributor undertakes to pay the Company,
in advance, for the purchase of the Vouchers purchased by the Distributor from the Company. The credit
balance towards such advance amount paid by the Distributor shall be the maximum amount for which the
Distributor can place an order towards purchase of Vouchers. Any order placed for the purchase of Voucher
that are not backed up by adequate credit balance of the order placed by Distributor shall be rejected by the
Company.
5.5 EVD order placement and delivery guidelines shall be as specified in Annexure D4. Distributor shall follow
the mechanism for the distribution of EVD as laid down in Annexure D3. Distributor and its Distribution
Network shall distribute the Voucher(s) for authorized purpose only and shall comply with all laws and
regulations that are applicable to the business operated by the Distributor. Distributor shall send to the
Company daily reports and monthly-consolidated reports on the Voucher(s) distributed each month through
each of its Distribution Network, in the format specified under Annexure D1 of the Agreement. Distributor
shall also comply with the service levels prescribed in Annexure D2.
5.6 Distributor shall be solely responsible for bearing the loss(es)/consequences, if any, arising out of any
transactions for Voucher(s)of any Company’s Subscriber account including but not limited to events of
punching an incorrect Company’s Subscriber Account ID. Any reversals of Voucher(s) recharges in relation
to a Wrong Transactions shall be approved by the Company. Only from the date of the transaction till three
(3) business days thereafter the Distributor can request for a reversal, post such period the Company will not
be responsible or liable for any reversals in relation to any Wrong Transactions. In the event of any complaint
or investigation involving the Distributor or transaction related to the Distributor, the Distributor shall provide
full cooperation including provision of all requisite information sought by the Company. The Distributor
acknowledges that all payments due to the Distributor maybe kept on hold till the closure of the investigation.
5.7 Distributor shall adhere and comply with the technical standards specified in the Voucher(s) integration
document as communicated by the Company to the Distributor from time to time, including any changes to
the standards. Company in its sole discretion may make changes to these technical standards and notify the
changes/revised standards to the Distributor for compliance with the same within thirty (30) days of said
notice.
5.8 Distributor undertakes to adhere to the following conditions:
5.8.1 For each Voucher(s) online transaction, Distributor shall display the Company’s transaction details
(including transaction number, amount and date) on its portal (including Web and WAP) along with
the Distributor’s transaction details and for each Voucher(s) retail transaction Distributor shall
provide the Company details of such retail transaction as and when required by the Company.
5.8.2 For each Voucher(s) transaction, Distributor shall display its contact center details (including phone
number and email ID) on its portal (including Web and WAP) for dealing with any issues of the
Company’s subscribers.

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5.8.3 Distributor shall facilitate: (i) registration of all the complaints of the Company’s subscribers; (ii)
provide a compliant number to the Company’s subscribers; (iii) communicate to the Company’s
subscribers that such compliant will be satisfactorily resolved within maximum 7 working days.
5.8.4 Distributor shall send the details of complaints of the Company’s subscribers to the Company’s Sales
Support SPOC in the format specified under Annexure D1 on a daily basis.
5.8.5 Upon receiving the response from the Company in respect of the complaints of the Company’s
subscribers, Distributor shall immediately confirm the same to the Company’s Subscribers.
5.9 Distributor agrees and acknowledges that Distributor cannot distribute Voucher beyond the maximum retail
price (‘MRP’) as provided by the Company. Distributor must not charge any additional costs to Subscribers
of the Company which is above and beyond the MRP of the Voucher. Further Distributor understands that
the Distributor can distribute the Company’s Voucher for a price lower than the MRP.
5.10 Distributor shall be given monthly targets each year during the Term of the Agreement. Company may revise
the targets at its sole discretion at any time during the Term (which revision would be based on commercial
considerations such as [volume and commercial viability of business, [Tata Play to include other objective
commercial criteria]] etc). Distributor shall use its best endeavor and resources to promote, market and
distribute the Voucher(s) through its Distribution Network and meet such annual targets. If Distributor fails
to meet the targets as set out by the Company, then the Company shall provide a warning to the Distributor
to resolve the issue in order to meet the targets and if still the Distributor fails to resolve the issue within 15
days’ of notice from the Company, the Company may take suitable action against the Distributor. [Tata
Play may include the following provision in each incentive / disincentive scheme: “If the
Distributor fails to resolve the issue of failing to meet targets within 15 days’ of warning notice from
the Company, the Company may reduce the margins payable to the Distributor for such year or year
thereafter of the Term and Distributor shall further be liable to make good the losses incurred by
the Company due to such failure on part of the Distributor to meet its targets.”]
5.11 The Parties agree that any reversals of the value towards the Voucher(s) in relation to a Wrong Transactions
shall be approved by the Company. From the date of the transaction till maximum of three (3) working days
Distributor can request for a reversal with a valid reason. Post such period of 3 working days, if the Company
gets any reversal request, the Company shall not be responsible for any reversals in relation to any Wrong
Transactions. Distributor shall be solely responsible and liable for any misuse and fraudulent transactions
pertaining to the distribution of Voucher(s).
5.12 Incase there are any issues, claims etc. by any Subscriber of the Company in relation to the promotional offer
launched by Distributor, the Distributor shall resolve such issues with immediate effect .
5.13 Distributor shall provide the Company with requisite MIS as per formats and frequency specified by the
Company from time to time. The normal frequency for submission of MIS reports to the Company shall be
monthly. However, the Company shall have the right to request for a MIS reports at any time by providing
5 days prior notice.
6. OBLIGATIONS OF THE DISTRIBUTOR
The Distributor shall ensure high standard and quality of Services in accordance with this Agreement and shall
be responsible to arrange, provide, administer, manage, support, maintain and pay for all resources necessary
and appropriate for it to provide the Services effectively and efficiently, including without limitation the
following:
6.1 Services
(a) Prior to rendering the Services, the Distributor shall conduct and comply with such guidelines, including
feasibility tests as may be prescribed in writing by the Company from time to time.
(b) The Distributor undertakes not to procure the Tata Play Products from any Person other than the
Company. Further, the Distributor undertakes to not interfere with, or alter the Tata Play Products in
any way.
(c) The Distributor agrees and undertakes that the Distributor shall operate in the designated Service
Area(s) and shall have adequate space and infrastructure to provide the Services. The Distributor, at its

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own costs, charges and expenses, shall be solely responsible to ensure that its premises is equipped with
all high-end infrastructure and facilities including but not limited to dust free environment, electricity,
power back-up, telephone, computer, printer, all in running and workable condition at its premises.
Immediately upon execution of this Agreement and during the Term, the Distributor shall provide to
the Company a copy of the title deed or lease deed or leave and license agreement, or such other title
document, as the case may be, pertaining to such premises of the Distributor for the Company’s
inspection and record.
6.2 Information Security Measures, Approvals and Security Standards
(a) During the Term, the Distributor shall implement and maintain at all times appropriate measures (the
“Information Security Measures”) designed to: (i) ensure the security and confidentiality of all
information related to the Company that the Distributor may receive and/or have access to under this
Agreement, including without limitation details and personal information of the Subscribers and
Company Marks (the “Company Information”); (ii) identify potential threats or hazards to the security
or integrity of the Company Information and protect against any anticipated threats or hazards to the
security or integrity thereof; and (iii) protect against unauthorized access to or use of Company
Information that could result in harm or inconvenience to the Company, its Affiliates, Subscribers
and/or the Company’s business associates. Without limiting the generality of the foregoing, the
Information Security Measures shall provide for continual assessment and re-assessment of the risks to
the security of the Company Information acquired or maintained by the Distributor and mitigation of
such risks. The Distributor shall regularly test key controls, systems and procedures relating to the
Information Security Measures.
(b) The Distributor shall ensure strict compliance with the Company’s security requirements and policies
set forth in Annexure F (the “Tata Play Security Policies”) in performing its duties and
responsibilities under this Agreement. During the Term, the Company shall be entitled to update the
Tata Play DTH Security Policies from time to time in its sole discretion and provide a copy of such
updated Tata Play DTH Security Policies to the Distributor. In the event of any conflict between the
provisions of this Agreement and the Tata Play DTH Security Policies, the provisions of the Tata Play
DTH Security Policies shall prevail.
6.3 Data Protection
(a) Without limiting the generality of the foregoing, the Distributor shall ensure that all Company
Information received, stored and collected by it pursuant to this Agreement is processed only in
accordance with the Company’s instructions from time to time, and shall be accessed and used by the
Distributor only to perform its obligations under this Agreement and in compliance with the provisions
of this clause:
(i) Only authorized employees of the Distributor, who have a legitimate business need to meet the
Distributor’s obligations herein, shall be provided access and such access shall be limited to such
part or parts of the Company Information as are strictly necessary for the performance of the
duties of an authorized employee of the Distributor. The Distributor shall implement all
measures necessary to ensure that its personnel are informed of the confidential nature of the
Company Information and comply with the obligations set out herein, including providing its
personnel with the necessary training so that such persons can correctly, lawfully and safely
process the Company Information.
(ii) The Distributor is not authorized to disclose or transfer any Company Information to any third
party without prior written approval of the Company. Any such approval granted by the
Company may be subject to such conditions as the Company deems appropriate. The Distributor
shall remain fully responsible for its acts and omissions and those of its Affiliates, subcontractors
and their respective principals, partners, officers, directors, commissioners, managers, employees,
agents and any other Persons who process the Company Information on the Distributor’s behalf.
(iii) The Distributor agrees and warrants that it shall:
a. use best efforts to ensure that the Services do not result in the transmission of any ‘back
door’, ‘time bomb’, ‘Trojan Horse’, ‘worm’, ‘drop dead device’, ‘virus’ or other computer
software routine to the Company or to the Subscriber;

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b. take appropriate physical, technical, organizational and administrative safeguards to protect
the Company Information against any security breach and shall provide the Company with
a statement of the technical and organizational safeguards adopted in order to meet the
Distributor’s obligations herein (within the timescales required by the Company);
c. not request any personal or sensitive information from any Subscriber unless instructed by
the Company for provision of the Services;
d. promptly provide the Company with written notice of any security breach affecting the
Company Information processed by the Distributor. Such notice shall summarize in
reasonable detail the impact of such security breach; and
e. co-operate fully with the Company to investigate, remediate, and mitigate the effects of the
security breach, and take all appropriate corrective action including, at the request of the
Company (and at the expense of the Distributor where the security breach is due to the fault
of the Distributor), providing notice to all Persons whose personal data may have been
affected by the security breach.
(iv) The Distributor shall keep a record of any processing of Company Information it carries out on
behalf of the Company and shall provide the Company with a copy of all information held by it
in the format and on the media as may be specified by the Company. The Distributor shall
provide the Company with all necessary materials, documents and other information to enable
the Company to confirm that the Distributor has complied with its obligations herein.
6.4 Systems and Reporting
(a) The Distributor shall log on to the Company’s online portal every time a Subscriber makes payment to
the Distributor in consideration for the Tata Play Products and Tata Play Service(s) and provide notice
of such sale / order to the Company.
(b) The Distributor shall provide such other reports in relation to the Services as may be prescribed by the
Company from time to time.
(c) The Distributor shall carry out monthly verification of inventory of the Tata Play Products lying with
the Distributor and provide such reports to the Company.
6.5 Inspection and Audit
(a) During the Term and for three (3) years thereafter or any longer period as may be required under
Applicable Law, the Distributor shall keep and maintain complete and accurate records and supporting
data concerning the Services rendered by the Distributor under this Agreement, including without
limitation, all information set out in any report submitted by the Distributor to the Company.
(b) The Parties agree that the Company and/or any Person appointed by the Company shall have the right
to audit and/or inspect the premises and/or the business records relevant to the Services, at any time
and without any prior intimation to the Distributor. The Distributor agrees to provide the Company,
and/or such Person appointed by the Company, access to all of its facilities and full cooperation
including by furnishing complete information, assistance, data and other details as may be required by
the Company, and/or such Person appointed by the Company. Notwithstanding anything to the
contrary stated herein, the Company may conduct such audit and/or inspection by procuring feedback
from the Subscribers or in any other manner as the Company may deem fit.
(c) If, during such audits and/or inspection any deficiencies in the Services as are ought to be delivered in
accordance with this Agreement or breach of this Agreement in any manner, the Distributor agrees that
in addition to any other rights and remedies available under law or in equity, the Company shall have
the right to terminate this Agreement with immediate effect and/or impose additional disincentives and
recover all costs, charges and expenses incurred by the Company in conducting such audit and/or
inspection.
6.6. Tata Code of Conduct, Standards of Business Conduct and Ethics

10
(a) The Distributor shall ensure to uphold the Tata Code of Conduct, and the Standard of Business Conduct,
copies of which shall be provided to the Distributor on the Execution Date. Distributor shall execute and
comply with the Declaration at Annexure H. To this intent, the Distributor undertakes that the Distributor
shall always be in compliance with all applicable anti-corruption laws including without limitation Prevention
of Corruption Act, 1988 and the Lokpal and Lokayuktas Act, 2013. The Distributor represents and warrants
to the Company that neither the Distributor nor any of its directors, officers, employees and/or related
parties of the Distributor has taken nor shall take, any action that would cause this Agreement to violate any
such anti-corruption law, which includes offering, paying, giving, promising or authorizing the payment of
any money, gift or anything of value to: (i) any government official (defined as any Person acting in an official
capacity for any Government Authority, including any state-owned or Controlled enterprises and public
international organizations, as well as any political party or official thereof or candidate for political office),
or (ii) any Person while knowing or having reason to know that all or a portion of such money, gift or thing
of value will be offered, paid or given, directly or indirectly, to any government official.
(b) In the event of any complaint or investigation involving the Distributor or transaction related to the
Distributor, the Distributor shall provide full cooperation including provision of all requisite information
sought by the Company. The Distributor acknowledges that all payments due to the Distributor maybe kept
on hold till the closure of the investigation.
6.7 Service Levels
(a) The Distributor represents and warrants that it has the necessary expertise, knowledge, serviceability,
resources and the requisite skills in accordance with industry practice to render the Services to the
Company as contemplated under this Agreement. The Distributor undertakes to provide the Services
to the Company with due diligence and care and the standard of performance of the Distributor
provided to the Company under this Agreement shall equal or exceed the level of performance and
competence found in the highest quality technical and professional standards.
(b) The Distributor shall perform the Services and duties required by the Company in accordance with this
Agreement and in the performance of such duties and Services, Distributor shall: (i) devote such of their
time, skills and energy as is necessary to perform the Services in accordance with this Agreement; (ii) act
in good faith to perform faithfully and industriously to the best of their respective abilities all of the
duties and Services that may be required of them by the Company under this Agreement; and (iii) comply
with all directions provided by the Company from time to time.
6.8 Incentives and Disincentives
(a) The Company reserves the right, at its sole discretion, to set up incentive and disincentive schemes in
accordance with the Company’s polices prevalent at the relevant time. The Company shall inform the
Distributor in writing of such incentive and disincentive schemes, which shall form an integral part of
this Agreement.
(b) The incentive and disincentive schemes may be connected to all or part of the Services rendered by the
Distributor and range from completion of the Services, handling or mishandling of equipment including
the property and/or belongings of the Subscribers, tampering of the Tata Play Products and/or other
property that the Distributor may handle, breach of the terms of this Agreement.
(c) Notwithstanding anything to the contrary stated herein or any other communication sent by the
Company in connection with the incentive and disincentive schemes introduced by the Company, the
Company shall have the right to anytime withdraw such schemes without any prior notice to the
Distributor.
7. REPRESENTATIONS, WARRANTIES AND COVENANTS
7.1 The Distributor represents, warrants and covenants to the Company that:
(a) it is duly incorporated and validly existing under Applicable Law;
(b) it has the full power, capacity and authority to execute, deliver and perform this Agreement and has
taken all necessary action (corporate, statutory, contractual or otherwise) to authorize the execution,

11
delivery and performance of this Agreement. This Agreement constitutes legal, valid and binding
obligations of the Distributor and is enforceable against it in accordance with its terms;
(c) neither the execution and delivery of this Agreement nor the performance or compliance with any of
the provisions herein will (i) result in a violation or breach of its memorandum or association, articles
of association or any agreement, document, instrument or obligation to which the Distributor is a party;
or (iii) violate any Applicable Law;
(d) its activities are in compliance with and shall always be compliant with all Applicable Laws. The
Distributor undertakes to maintain and update all ledger, documents, records, books, payroll, register
which are statutory and mandatory required under Applicable Laws. If at any time during the Term, the
Distributor is informed or information comes to the Distributor’s attention that the Distributor is or
may be in violation of any Applicable Law or if it is so decreed or adjudged by any court, tribunal or
other authority having competent jurisdiction, the Distributor shall immediately take all appropriate
steps to remedy such violation and comply with such Applicable Law in all respects and notify the
Company of such notice and steps taken in connection thereof;
(e) it shall at all times comply with all the terms and conditions of this Agreement;
(f) the Distributor acknowledges that the Company has supplied to the Distributor all information
concerning the Company and the Services that are necessary for the Distributor to make a decision
whether or not to enter into this Agreement;
(g) the Distributor shall cooperate with the Company to protect the Company against any third party Claims
raised against the Company and/or to protect the goodwill and reputation of the Company. The
Distributor undertakes to do any and all acts and execute any and all documents in such manner and at
such location(s) as may be required by the Company in the Company’s sole discretion to protect, perfect
or enforce any of the rights herein granted/owned by the Company pursuant to this Agreement. In the
event, any proceedings (including legal) is initiated by the Company against any third party or against
the Company and/or the Distributor, the Distributor shall render all necessary assistance that may be
required by the Company including but not limited to sending witness(es) to the forum of such legal
proceedings to support the Company’s Claims, or defence thereto;
(h) it shall not violate any proprietary and intellectual property rights of any third party, including without
limitation, confidential relationships, patent, trade secrets, copyright and any other proprietary rights;
and
(i) the Distributor represents and acknowledges that the Company is relying on the Distributor’s
representation that the Distributor possesses requisite expertise, skill and knowledge and is a specialist
in providing the Services and further represents that the Distributor holds, or will obtain at the
Distributor’s expense, all approvals, including from Governmental Authorities, as necessary to perform
its obligations under this Agreement.
7.2 The Company represents and warrants that:
(a) it is duly incorporated and validly existing under Applicable Law;
(b) it has the full power, capacity and authority to execute, deliver and perform this Agreement and has
taken all necessary action (corporate, statutory, contractual or otherwise) to authorize the execution,
delivery and performance of this Agreement; and
(c) this Agreement constitutes legal, valid and binding obligations of the Company and is enforceable
against it in accordance with its terms.
8. INDEMNITY
8.1 The Distributor agrees to defend, indemnify and hold harmless the Company, its Affiliates and their
respective directors, officers, employees, agents and partners from and against all losses, penalties, Claims,
liabilities, damages, costs, expenses (including attorneys’ fees), actions, suits and proceedings of whatever
nature, which the Company may suffer or incur in any manner, arising out of, in connection with or as a
result of:

12
(a) any breach or inaccuracy of any of the representations, warranties, covenants or undertakings of the
Distributor under this Agreement; and
(b) any Claim by a third party, including any Subscriber arising out of or in connection with the provision
of the Services, including for personal injury or damage to property.
8.2 If a Claim is brought by a third party against the Company for which indemnification is provided in this
Section 8, the Company shall notify the Distributor in writing of any such Claim and subject to the Company
being reasonably satisfied with the Distributor’s conduct of the defense to such Claim, the Company shall,
at its sole discretion allow the Distributor to conduct, at the Distributor’s expense, any litigation and
negotiations for a settlement of such Claim, and at the request and expense of the Distributor, provide the
Distributor with all reasonable assistance required by the Distributor in support of any such defense or
action, provided always that the Distributor shall not admit or settle any such Claim without the prior written
consent of the Company. The omission of the Company to notify the Distributor of any such Claim shall
not relieve the Distributor from any liability which it may have to such Company.
8.3 Notwithstanding anything in Section 8.2 above, the Company may elect, at its sole discretion, to solely defend
such Claim in such manner as it may deem appropriate, and the Distributor shall indemnify the Company in
relation to such Claim.
8.4 The Distributor hereby acknowledges that the Services to the Company’s business, the failure, non-
performance or sub-standard performance of which cannot be adequately compensated by way of damages.
Therefore, the Company would be entitled to all available remedies under Applicable Law and in equity, in
case of a breach or threatened breach of this Agreement by the Distributor.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 The Distributor hereby acknowledges and agrees that the Company is the sole and exclusive owner of all
the Intellectual Property, names, logos, trademark and service marks, related to the Company, including
those trademarks appearing on the Company Information, if any, and/or logo sticker and/or identity cards,
including but not limited to copyrights, patents and /or any other form of intellectual property rights that
may be applicable in respect thereof (the “Company Marks”) and that the Distributor shall not claim any
right, title or interest of any nature whatsoever in respect of the Company Marks.
9.2 The Distributor may affix the Company’s name and/or logo, or such other mark as the Company shall so
designate in writing (the “Company Logo”), in such form and manner as the Company may specify in
writing from time to time, and accordingly, the Company grants to the Distributor as from the date of this
Agreement and only during the Term, a non-exclusive, non-transferable, royalty free license solely for the
purpose of affixing the Company Logo. The Distributor shall ensure that the Company Logo shall meet
the logo print quality specifications as communicated by the Company to the Distributor in writing from
time to time. The Distributor undertakes that apart from the Company Logo, no other trade mark, service
mark, trade name, corporate name and/or logo shall be affixed or used by the Distributor. The Distributor
shall also comply with the Tata Play Brand Guidelines as set out in Annexure G.
9.3 Except as required under this Agreement, the Distributor undertakes not to use the Company Logo without
the prior written consent of the Company. The Distributor shall not, directly or indirectly, use in its
business any other name and/or logo confusingly similar to the Company Logo and shall not use the
Company Logo or any word(s) confusingly similar to the Company Logo as, or as part of, its corporate or
trading name. The Distributor shall not do, or omit to do, or permit to be done, any act which will or may
weaken, damage or be detrimental to the Company Logo or the reputation or goodwill of Company or any
of its Affiliates or which may invalidate or jeopardise the Company Logo.
9.4 All right of ownership, title, all copyrights, intellectual property rights, all information, reports, studies, flow
charts, diagrams, related documentation and other intangible and tangible material of any nature
whatsoever that is owned by the Company or that is produced by the Distributor as part of the Services,
shall continue to solely and exclusively vest with the Company throughout the world in perpetuity and shall
be the exclusive property of the Company. The Company shall retain all Intellectual Property Rights in
any information provided to the Distributor in any manner whatsoever and the Distributor will not claim
any rights thereon. To the extent any material and/or artwork under this Agreement incorporates any
Company Marks or related element, the Distributor agrees and acknowledges that the Company shall own
all such material and/or artwork. To the extent that the material and/or artwork incorporates the Company

13
Marks or related elements, the Company reserves for itself or its designees all rights to use all artwork
created utilised and/or approved under this Agreement. The Distributor assigns to the Company all rights
in such artwork that Distributor may own or control now or in the future. Where necessary, each such
assignment takes effect as a present assignment of future rights.
9.5 The Distributor shall not register, or attempt to register, as a domain name, trademark, service mark, design
patent or industrial design or for the purposes of copyright registration any of the Company Marks or
derivations or adaptations of them or any word, symbol or design which is so similar to any part of the
Company Marks as to suggest association with or sponsorship by Company or any affiliate of the Company.
In the event of a breach of this sub-paragraph, the Distributor agrees, at its expense and at the Company’s
request, to terminate the unauthorised registration activity immediately and to execute and deliver or cause
to be delivered promptly to the Company such assignments and other documents as the Company may
require to transfer to it all rights to the registrations, patents or applications involved.
9.6 The Distributor recognises and acknowledges the great value of the publicity and goodwill associated with
the Company Marks and that, as between the Company and Distributor, the Company exclusively owns
such goodwill.
9.7 The Distributor shall immediately notify the Company of any apparent infringement of or challenge to the
use of any such Company Marks that may come to the knowledge of the Distributor. The Company, in
its sole discretion as against the Distributor, shall take all actions it considers appropriate in respect of any
alleged infringement, challenge, claim or otherwise relating to any such Company Marks. The Distributor
shall cooperate with the Company and, if the Company deems appropriate, be named by the Company as
a sole plaintiff or co-plaintiff in any action against an infringer of the Company or the Distributor’s rights
under this Agreement, provided that the Company gives the Distributor prior written notice of such action.
All settlements, penalties, damages, and recoveries arising from or in connection with such action shall be
the sole property of the Company.
10. INSURANCE
10.1 During the Term, the Distributor shall obtain, maintain and keep valid at all times, at its cost, all insurance
policies that may be required under Applicable Law and that may be required to protect the Company
and/or the Distributor from any unforeseen event that may occur in connection with the provision of the
Services. The Parties agree that such insurance policies shall include without limitation the following
insurance policies described below:
(a) Services: Insurance coverage for all the Services under this Agreement including without limitation
insurance coverage for Claims arising from theft, robbery of the Tata Play Product(s), fire and special
perils policy covering the Tata Play Product(s).
(b) Third Party Liability Insurance: including insurance covering Claims and damages to third parties arising
from accidental death, body injury and/or loss or damage to the property belonging to any third party.
(c) Insurance against Force Majeure Event(s).
10.2 The Parties shall mutually agree in writing on the value of the insurance coverage taken under each
depending upon the nature of the insurance taken by the Distributor.
10.3 The Distributor shall obtain the insurance policies specified under this Section 9 from a reputed insurance
company acceptable to the Company and provide copies of all such insurance policies, including any
renewals thereof, promptly to the Company, and in any event with 15 days from the Execution Date. The
Distributor shall cause its insurance carrier(s) to waive all rights of subrogation against the Company on
the policies referenced above. The Company shall be named as the co-insured in such insurance policies.
11. TERMINATION
11.1 The Distributor acknowledges and agrees that the Services are integral to and an essential part of the
Company’s business and any termination under this Agreement by the Distributor without giving due
notice to the Company shall jeopardize the business plans of the Company. Therefore, the Distributor
agrees that the Company shall have the right to terminate this Agreement at any time, during the Term of
this Agreement upon thirty (30) days’ prior written notice to the Distributor. Further, the Distributor may

14
terminate this Agreement after providing the Company with prior written notice of [120 days], duly served
as per the ‘Notices’ provision on the cover page.
11.2 In addition to the above, Company shall also have the right to immediately terminate this Agreement with
respect to a particular / part of Service Area or the complete Agreement, if:
(a) the Distributor fails to perform its obligations under this Agreement or commits a breach (express or
implied) of any of the obligations, representations or warranties under this Agreement, and which, in
the case of a failure or breach capable of being remedied, has not been remedied within seven (7) days
of a written notice from the Company to remedy such breach;
(b) a Force Majeure Event delays the performance of the Distributor by more than ten (10) consecutive
days;
(c) any action, inquiry, investigation or proceeding is initiated by any judicial or quasi–judicial body or any
government or regulatory authority or any industry body against the Distributor, or if any notice, Claim
or complaint is received from any Person, in connection with the Distributor and/or in connection
with the Services rendered by the Distributor under this Agreement;
(d) The Distributor (i) has made or attempts to make any assignment for the benefit of its creditors or
any compositions with its creditors; or (ii) has taken or is subject to any action or proceedings under
any bankruptcy or insolvency laws, or effected a compulsory or voluntary liquidation; or (iii) any event
analogous to any of the foregoing under the law of any jurisdiction has occurred in respect of the
Distributor; or
(e) The Company discontinues providing any of the Tata Play Products or Tata Play Services or direct to
home services.
11.3 The Parties agree that the following shall be the consequences of termination or expiration of this
Agreement:
(a) in the event of the expiration of the Term or this Agreement is terminated pursuant to Sections 11.1,
11.2 (b) or (e) above, the Company agrees to pay the Distributor for the Services satisfactorily
completed by the Distributor up to the date of expiration or termination of this Agreement, as the
case may be and in accordance with the terms of this Agreement. Further, the Company shall, after
making all adjustments and/or deductions in accordance with this Agreement, return the balance
Advance Amount to the Distributor; and
(b) in the event this Agreement is terminated pursuant to Sections 11.2(a) (d) (except where it is terminated
pursuant to Section 11.2(d)(ii)), the Company shall have the right to forthwith withhold and/or forfeit
any payments due and payable to the Distributor, including from the Advance Amount. The
Distributor further agrees that the Company’s right of forfeiture of the monies, including deductions
from the Advance Amount, shall be in addition to and without prejudice to the other rights that may
be available to the Company including but not limited to the Company’s right to claim damages from
the Distributor for any losses, costs, expenses, claims incurred or suffered by the Company arising
either directly or indirectly as a result of breach by the Distributor of its obligations under this
Agreement.
11.4 In addition to the above, the Parties agree that upon expiry or early termination of this Agreement, the
Distributor shall immediately:
(a) return all Company Information in the custody of the Distributor including without limitation all Tata
Play Products (if any) and original and photocopies of, all the advertising, promotional, and
communication materials, the service manual, Subscriber details (if any) in the possession of the
Distributor, or any other material in the possession of the Distributor in connection with the Services
or this Agreement and provide a certificate of compliance (in a format prescribed by the Company)
of its obligation hereunder, within 15 calendar days of termination. The Company reserves the right
to conduct an audit of the premises of the Distributor to verify the Distributor’s compliance with the
foregoing requirements.

15
(b) co-operate and assist in transition of such services back to the Company or to any another service
provider, without undue disruption to the business of the Company or any additional costs to the
Company.
(c) In the event any amount is due and payable by the Distributor to the Company, the same shall be paid
by the Distributor within 7 days of termination.
11.5 The termination of this Agreement shall be without prejudice to any action or remedy of a party arising
prior to the date of termination. Notwithstanding anything to the contrary stated herein, the Distributor
shall not be entitled to claim any compensation from the Company by way of damages or otherwise on
any ground whatsoever including the Company’s right to withhold and/or forfeit any outstanding amounts
due and payable to the Distributor.
11.6 The sections in this Agreement that by their very nature shall continue to be binding on the Distributor
and shall survive the expiration or earlier termination of this Agreement including Sections 2 (Order of
Precedence), 5.6, 6 (Obligations of Distributor), 7 (Representation and Warranties), 8 (Indemnity), 9
(Intellectual Property Rights), 10 (Insurance), 11(Termination), 12(Confidentiality) 13(Miscellaneous) and
Notices (Cover Page).
12. CONFIDENTIALITY
The Distributor shall not disclose or make available to any Person any information concerning relating to the
Tata Play Product(s)/Tata Play Services, Services or any terms of this Agreement or the Company Information
and/or any other confidential or proprietary materials as the Distributor may have gained access to (including
any information or data concerning any aspect of the Company, its Affiliates and group companies, including
in relation to its operations, existing or future business or any other information regarding the Company).
Neither the Distributor nor any Persons retained by the Distributor shall issue any publicity relating to the
Services provided by the Distributor or make any statements to the press or any media service or public
regarding this Agreement and/or the Company (including its Affiliates), or its operations and activities without
prior written approval of the Company.
13. MISCELLANEOUS
13.1 Governing Law and Jurisdiction: This Agreement is governed by the laws of India and, subject to the
provisions of Section 13.2 below, the Parties agree to submit to the sole and exclusive jurisdiction of the
courts of Mumbai, India.
13.2 Dispute Resolution:
(a) The Parties shall attempt to resolve all claims, disputes, differences, or controversies arising in
connection with the interpretation, validity, existence or implementation of this Agreement or the
performance of any obligation hereunder (each, a “Dispute”) in the first instance through mutual
consultations.
(b) If the Dispute is not resolved through mutual consultations within 30 days from the date of
commencement of discussions, or such longer period as the Parties agree in writing, then such Dispute
may be referred by either Party to a sole arbitrator of the Indian Council of Arbitration (ICA). The
arbitration shall be conducted in accordance with the Rules of Arbitration of the Indian Council of
Arbitration and shall be subject to the provisions of the Arbitration and Conciliation Act, 1996, as
amended or any statutory modifications or re-enactment thereof for the time being in force. The venue
of such arbitration shall be at Mumbai and the Courts at Mumbai alone shall have exclusive jurisdiction
to deal with the arbitration proceedings and the awards in accordance with law. The arbitration
proceedings shall be conducted in English language. The award passed by the arbitrators shall be final
and binding upon the Parties.
13.3 Relationship. No provision of this Agreement is intended to, or shall be deemed to, constitute a partnership
or joint venture between the Parties, constitute any Party the agent or representative of the other or authorize
any Party to make or enter into any commitments for or on behalf of any other Party. The relationship
between the Company and the Distributor is that of a vendor and a purchaser on a principal-to-principal
basis. Further, the Distributor shall not be, nor deemed to be, or constituted to be an agent of the Company
for any purpose whatsoever, at any point in time and the Distributor shall neither hold himself out to be an

16
agent of the Company, nor bind or purport to bind the Company, for any acts, deeds or omissions on his
/her part or for any reason whatsoever.
13.4 Force Majeure: Neither Party shall be liable for any delay or failure in performance due to a Force Majeure
Event. The obligations and rights of the excused Party shall be extended on a day-to-day basis for the time
period equal to the period of the excusable delay.
13.5 Assignment: This Agreement is personal to the Distributor and shall not be assignable or sub-contracted
by the Distributor without the prior written consent of the Company. The Distributor shall remain liable to
the Company under this Agreement for provision of Services. The Company may at its discretion assign its
rights under this Agreement pursuant to a written notice to the Distributor.
13.6 Entire Agreement: This Agreement contains the entire understanding between the Parties, and supersedes
all prior understandings, if any, of the Parties hereto relating to the subject matter herein, and any
amendments, changes or alterations will not take effect unless reduced to writing and signed by both Parties.
13.7 No waiver: No failure or delay on the part of any of the Parties to this Agreement relating to the exercise
of any right, privilege or remedy provided under this Agreement shall operate as a waiver of such right,
power, privilege or remedy or as a waiver of any preceding or succeeding breach by the other Party to this
Agreement, nor shall any single or partial exercise of any right, power, privilege or remedy preclude any other
or further exercise of any right, power privilege or remedy provided in this Agreement, all of which are
several and cumulative, and are not exclusive of each other, or of any other rights or remedies otherwise
available to a Party under law or in equity.
13.8 Severability: In the event that any one or more of the provisions contained in this Agreement shall be held
to be unenforceable, such provision(s) shall be deemed not to have been written and shall not affect any
other provisions of this Agreement provided that this Agreement may reasonably continue without such
provision(s). Additionally, the Parties to this Agreement shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable
manner
13.9 Amendments: No provision of this Agreement may be amended or modified except by a written instrument
signed by the respective duly authorized officers of the Parties.
13.10 Cumulative Remedies: Any remedies, rights, undertakings and obligations contained in this Agreement
shall be cumulative and none of the remedies shall be in limitation of any other remedy, right, undertaking,
or obligation of either Party.
13.11 Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed
to be an original and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Execution Date.
For: TATA PLAY LIMITED For: VAISHNAVI ENTERPRISE
Authorized Signatory Authorized Signatory
Name: Mayank Agrawal Name Savan Maurya
Designation: Vice President - Sales Designation: PROPRIETOR

17
Annexure A
Service Area.
Service Area:
__________.
Please note that the Service Area may be amended, inter alia, on the basis of the following commercial
considerations:
1. [Projected or actual increase / decrease in volume of business and commercial viability of the same];
2. [Accessibility of the Distributor to existing or prospective customers];
3. [Tata Play to include other objective commercial reasons on the basis of which service areas are amended]; and
/ or
4. Other commercial considerations not covered above.

18
Annexure B
Price Circular for Tata Play Service and CPE as of the Execution Date
As communicated by Tata Play from time to time
These margins are simply indicative, and the Distributor can sell the Tata Play Product(s) at a price that is lower
than the MRP / their indicative margins.
Distributor and Distributor Network shall not charge more than the maximum Retail Price of the Vouchers from
the Subscribers. Distributor and Distributor Network are free to charge any amount lesser than the Maximum
Retail Price of the Voucher(s) from the Subscribers

19
Annexure C
1. Company will transfer Vouchers to the Distributor at a price agreed from time to time. Distributor shall make
an Advance Payment to Company towards the purchase of the Vouchers, less applicable margin. Margins
shall be paid as per the rates prescribed by the Company from time to time.
1.1. In case the party that the Distributor is distributing recharge to performs transactions where more than
one rate structure is applicable, then the Distributor shall declare separate terminals for each transaction
type.
1.2. Distributor will declare to the Company, in advance (Before integrating the party onto its platform), all
parties that the Distributor is distributing the Vouchers along with the below details –
(a) Type of party / Rate structure applicable for the party

(b) Company wallet from which recharge will be sold to the party
(c) Date from when the recharge will be sold to the party
(d) Terminal id. for the party
1.3. In every transaction executed for issuance of the Voucher, the Distributor will provide the below
mentioned details online mandatorily –
(a) Terminal id. from where the transaction the been performed
(b) Type of transaction
1.4. The Company reserves the right to inspect 25 random transactions from each wallet. Any deviation
observed in the below will attract a payout/penalty as per rules defined in point 7:
(a) Declaration made by the Distributor on the type of party / Rate structure applicable for the
party to the actual type of party as found by the Company;
(b) Wallet from which the recharge is to be sold to the actual wallet from which the recharge
is being sold
1.5. Payout / penalty calculations (these are indicative and subject to change by Company) –
(a) Percentage deviation observed in the sample will be considered as a representative for the entire
wallet for the entire month and the differential margin will be deducted from / paid in the
subsequent distribution of recharge eg.: If 5% variance is found in the 25 random samples for
the month the percentage variance will be assumed as applicable for all transaction in the wallet
for the entire month and the differential margin will be calculated for 5% of the total transaction
done from the wallet for the month.
(b) In a scenario where Company will be required to recover margin an additional 0.5% margin will
be deducted as penalty for erroneous declaration / integration by Distributor and in addition
the Distributor shall also indemnify and hold harmless the Company from any fraudulent
transactions or Wrong Transaction.
(c) Company will provide to the Distributor details of sample cases audited by 5th of every month
for the previous month.
(d) Distributor must reply to Company with clarifications in case of dispute latest by 10th of the
same month the report is published by Company .In the event, the Distributor fails to reply to
the Company by 10th of the same month as stated above, the report shall be deemed to be valid
and the Company shall have the right to take forward all necessary payout/penalty calculations
and make all such deductions thereof.
(e) In the event of dispute Distributor shall furnish to the Company all details / proofs for the
Company to re-validate disputed transactions.
(f) Distributor and the Company will complete the re-validation process by 15th of the same month
post which Company will take forward necessary payout/penalty calculations.

20
(g) The Distributor undertakes to make full advance payment towards each invoices (i.e. on an
invoice-to-invoice basis) and shall not make part payment. Further, the Distributor shall not be
permitted to make payments by club the amounts stated in various invoices. It is also clarified
that the adjustment of sale invoices and credit notes by Company, shall be sufficient compliance
with the provisions of this sub-clause.
1.6. Distributor shall pay to the Company through electronic fund transfer (RTGS). The remittance shall
be of the invoice value net of base margin.
1.7. Original invoices shall be sent to Distributor once a week, subject to the receipt of hard copy of the
purchase order.
1.8. By every 5th of the subsequent month, Distributor shall furnish data of Vouchers issued in the previous
month giving bifurcation of Retail, bank website, ATM & other Online Voucher(s). The above data
will be cross checked with the Company’s Top up report.
1.9. Company may revise the margin in its sole discretion upon prior written notice to the Service Provider.
1.10. The maximum retail price of Voucher(s) is inclusive of applicable taxes, duties and cess, as applicable.
1.11. Distributor and Distributor Network shall not charge more than the maximum Retail Price of the
Vouchers from the Subscribers. Distributor and Distributor Network are free to charge any amount
lesser than the Maximum Retail Price of the Voucher(s) from the Subscribers.
1.12. Distributor shall provide all the necessary documents as required by Company from time to time
including certificate of service tax registration, copy of challan evidencing payment of tax, etc.
2. Chargebacks:
2.1 Chargebacks shall mean reversal of any Voucher(s) Vouchers transaction made by the Subscriber inter alia, on
account of (i) any alleged forgery of his /her Card or other details (ii) any charge/debit made on a Card that
has been listed as a hot listed card or otherwise listed on the Card association warning bulletins (iii) duplicate
processing of the Transaction; (iv) any amount required to be refunded due to, denial of transaction by the
subscriber/ valid Card holder as wrongly charged payment/ extra payments and/or due to the fraudulent
use/misuse of the personal and financial information of the subscriber/valid Card holder by any unauthorized
person and/or any other reason as required/approved by the Banks, as the case may be. Card transactions
include credit card, debit card, and ATM cards and any other cards approved for purchase of Vouchers.
2.2 Company shall not be liable for any disputes, claims, losses, damages suffered by Distributor on account of
Chargebacks.
3. Specification of Invoice information:
3.1. The following information shall be included on the invoices sent by Company to the Distributor besides
normal buyer and seller information such as subscriber id, reference, address, telephone number etc.
3.2. Time and date of order; and
3.3. Voucher value purchased by the Distributor.
4. Distributor is not allowed to distribute recharge through Company Website.

21
Annexure D1
1. Distribution Reports. Distributor shall provide the Company distribution reports on monthly and daily basis
in accordance to the formats provided by the Company from time to time.
Escalation Matrix
Name Email id Mobile number

COMPANY
IT
Operati
ons Level 1 __________ __________ __________
Level 2 __________ __________ __________
Or as may be
communicated
by Company
COMPANY
Sales
Operations Level 1 __________ __________ __________
Level 2 __________ __________ __________
Or as may be
communicated
by Company
Distributor IT
Operations Level 1 Savan Maurya vaishnavi.2020ent@gmail.com 7433860680
Level 2 __________ __________ __________
Distributor
Sales
Operations Level 1 Savan Maurya vaishnavi.2020ent@gmail.com 7433860680
Level 2 __________ __________ __________

22
Annexure D2
Service Level Agreement (SLA)
1. Distributor and its Distribution Network shall adherence to the following SLAs, (to be checked by sales team)
provide monthly MIS to the Company regarding the compliance by the Distribution and the Distribution
Network of the SLA and provide any other reports that are agreed from time-to-time between the Parties.
2. The SLA that the Distributor and its Distribution Network must adherer are as follows:
SLA/ Accepted
Parameter Remarks
Norm
IT Systems
System Capacity, TPM (transactions per minute) 500 TPM at peak hour
Except scheduled down-time; scheduled
down-time to be notified to the
System & Network Availability 99%
Company 24 hrs prior, unscheduled
downtime within 30 min
Operational
Subject to acceptance by beneficiary.
Failing which the Company shall have
the right to deduct the entire amount of
90% within 48 hrs,
Wrong Recharge Reversal – Company such transactions, in addition to any
100% within 96 hours
other rights and remedies that
COMPANY may have in law and equity.
Failing which the Company shall have

the right to deduct the entire amount of
95% within 24 hours,
Customer Complaints Resolution – Distributor such transactions, in addition to any
99% within 48 hour
other rights and remedies that Company
may have in law and equity.
Reports
Distribution Reports Monthly
Transaction Reports Daily
Whenever it happens,
Root Cause Analysis (‘RCA’) of each system failure within 5 working days
System failure and RCA summary Monthly
Monthly
SLA compliance monitoring report

23
Annexure – D3
EVD Mechanism
1. Mechanism to Process EVD Voucher orders received by the Company from the Distributor
1.1 Distributor is created as distributor in SAP-SD of the Company. EVD Executive receives and validates the
order value/ periodicity and payment, then communicates to the Commercial Executive to process the order
on SAP. A sales order / delivery order/Invoice is raised by SAP SD module to Distributor. Distributor’s
account balance on EVD is credited to the extent of invoice value. The invoice PDF copy is e-mailed to the
Distributor and a hard copy is mailed (for tax compliance purpose).
1.2 Distributor distribute the EVD. EVD Executive will communicate to the Distributor the outcome of the
monthly reconciliation process done by Operations-Finance Team and get a corresponding credit/ debit
note passed to the Distributor’s account balance, if any. Post primary billing distribution returns are not
permissible.
1.3 The amount to be paid by the Distributor to the Company toward purchase of Tata Play Product(s) will be
adjusted from the amounts already paid to the Company, in advance. In order to ensure GST compliances,
the company will raise GST Invoices (Goods) to Distributors for purchase of Tata Play Product(s) and
correspondingly will give Credit note for GST Invoice (Service) raised to distributors at the time of EVD
billing, in respect of the amount so adjusted. It is clarified that pursuant to such transaction, the full rights,
title and legal ownership in such Tata Play Product(s) shall be transferred to the Distributor For the removal
of doubts, it is clarified that such transactions shall be permitted only in respect of the Distributors, who
have also purchased the corresponding EVD Vouchers from the Company.
2. Transaction Flow for orders placed for EVD Vouchers. The integration solution between Distributor
and the Company shall enable an end subscriber to be able to recharge/ top-up their prepaid account
maintained with the Company by one of the following methods:
2.1 By using an EDC terminal belonging to the Service Provider.
2.2 By sending an SMS containing an instruction to recharge the end consumer’s prepaid account
2.3 By using an ATM machine / Internet kiosk of a partner bank to complete a transaction that credits their
prepaid account while debiting their ATM bank account
2.4 By using Distributors ’s website
2.5 By using Distributors ’s WAP/ APP site
3. Communication
3.1 Any communication between Distributor and the Company will be done on Hypertext Transfer Protocol
Secure ('https'), i.e., a communications protocol for secure communication over a internet.
3.2 Data (Request/Response) will be defined in XML

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3.3 Company shall provide SSL certificate to Distributor subject to the Distributor fulfilling the relevant criteria.
3.4 Company will provide to the Distributor a 'https' URL for development, testing and EVD Vouchers.
3.5 The Company’s URL will be on Public network and both Parties shall be responsible for their respective
additional security like IP authentication etc. for accessing such public network.
3.6 Distributor shall at all times be responsible for providing a secure online transaction platform of highest
standards and compliant with all applicable laws / regulations. In the event of any breach of the security
requirement in the online transaction system including any wrongful or incorrect charges / transaction and
/ or third-Party claims arising therefrom, the Distributor shall have the sole and absolute liability towards
the same and shall keep the Company and its directors, officials, employees, agents, consultants and
representatives fully indemnified against any and all claims, losses and consequences, whether direct or
consequential.
4. Steps to be taken by the Distributor to Recharge through the EVD Vouchers
4.1 Distributor shall work on a prepaid model under this Agreement.
4.2 Merchant uses Distributor Point of Sale ('POS') (EDC Terminal/SMS/Web/WAP) to transmit data
instruction to network of the Distributor.
4.3 Distributor application authenticates Merchant/Terminal and fund sufficiency.
4.4 Distributor sends recharge request as XML/https to the Company’s enterprise. Distributor will not retry for
validation with same transaction id in case of validation request failure or timeout. In such case, the response
to Merchant will convey system error and request for retry which will generate new transaction id and new
validation request will be sent to the Company.
4.5 Company shall then validate if the subscriber is the Subscriber of the Company. On successful validation it
creates a Company Transaction Id and post the recharge amount in Company Subscriber’s Account.
4.6 Company recharges Company Subscriber’s Account and responds to Distributor with successful completion
of transaction.
4.7 Distributor will retry on timeout when response is not received from Company. Company will respond with
error code for duplicate transaction if payment request was received in earlier attempt. Distributor will treat
success and duplicate response codes as successful Top-up.
4.8 Successful Transactions at Company will be sent for reconciliation to Distributor on daily basis in the
prescribed format provided by Company from time to time.
5. Company’s role:
5.1 Company shall be responsible to ensure that a Company Subscriber’s Account is Topped-up or credited with
the value specified in the EVD Vouchers issued by the Distributor’s authorized IT system integrated with
that of EVD Systems, subject to the following numerically ordered looped events:
(a) Subscriber Account ID being valid,
(b) the Top-up amount being within limits specified by Company from time to time; and
(c) SERVICE PROVIDER’s account balance with Company having adequate credit to cover the Top-up
amount.
5.2 Company shall always have the right to change, modify, revise, or alter the minimum and maximum limits
applicable to the E-TopUp. Company agrees to notify Distributor 3 (three) days prior to such change taking
effect.

25
Annexure – D4
Order Placement and Delivery of EVD
This Annexure specifies the manner in which orders shall be placed and managed between Company and
Distributor.
1. Ordering Method
1.1 Distributor shall place its order for EVD in following methods:
1.1.1 by, fax or e-mail to TATA PLAY’s EVD Executive.
1.1.2 through TATA PLAY’s secure website, FTP
1.2 Orders can be placed once a week, or at such other intervals agreed by the Parties.
1.3 Distributor shall, along with the order, also communicate evidence of remittance of Consideration, by email.
1.4 Once the order has been received, Company will send an order confirmation to Distributor by fax or e-mail.
2. Delivery method
The delivery of the EVD value from Company to Distributor shall be done by crediting the account balance
in the EVD System.
The order will be delivered not earlier than 3 hours and not later than 3 working days, on working days,
Monday to Friday.

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Annexure E
Online Sales Guidelines
1. Purpose.
1.1 This document sets out the opportunities that are typically permitted by the Company for making available of
Tata Play Products and /or Tata Play Services through E-commerce websites. It governs the Distributor’s
relationship with the Company while the Distributor makes available Tata Play Products on E-commerce
Website(s).
2. Agreement.
2.1 The Company may, in its sole discretion, modify or revise these terms and policies at any time, and the
Distributor agrees to be bound by such modifications or revisions.
2.2 If the Distributor does not agree to any of these terms, the Distributor is directed not to make available any of
the Tata Play Products on the E-commerce Websites.
3. Services.
3.1 The Company reserves the right to add or cease to offer any or all Tata Play Product(s) and /or Tata Play
Service(s) through on-line medium and accordingly the Distributor shall be bound by such a decision of the
Company.
3.2 The Tata Play Product(s) and /or Tata Play Service(s) must be directly sourced /availed from the Company and
monetized in accordance with this policy. Accordingly, the Company prohibits its Distributor to approach any
third party to procure /avail the Tata Play Product(s) and /or Tata Play Service(s)and such a distribution or
monetization shall be considered as unauthorized distribution of the Tata Play Product(s) and /or Tata Play
Service(s)and expose such persons to legal action by the Company.
4. Registration of the URL and/or the E-commerce Website.
4.1 Unless otherwise permitted by the Company in writing, all forms of on-line distribution or monetization by the
Distributor are strictly prohibited including without limitation (a) monetization by specifically opening a retail
online store that exclusively makes available or distributes Tata Play Product(s) and /or Tata Play Service(s).
4.2 Every time the Distributor intends to distribute the Tata Play Products on any URL, the Distributor must provide
the details that may be required by the Company in connection with the proposed URL. Only after it is approved
by the Company and both the Parties have signed the Form annexed to this policy, the URL shall stand registered
with the Company and the Distributor shall be permitted to distribute the Tata Play Product(s) and /or Tata
Play Service(s) through the URL and always in accordance with this policy. It is clarified that every time a new
URL needs to be registered (included) or deregistered, the Form must be revised and resubmitted with the
Company failing which the Form which is in the records of the Company shall continue to be applicable to both
the Parties.
4.3 The URL information provided by the Distributor cannot be changed subsequent to registration of that URL
with the Company. The Tata Play Product(s) and /or Tata Play Service(s) must be distributed only by the
Distributor who has registered with Company and not by any third-party including affiliates, group companies
of the Distributor. Such distribution shall be considered as unauthorized distribution of the Tata Play Product(s)
and /or Tata Play Service(s) and the Company reserves the right to initiate proceedings including legal
proceedings against such Distributor, third party or URL or website.
4.4 The Distributor shall not comingle / bundle/ jointly offer the Tata Play Product(s) and /or Tata Play Service(s),
with third party products, services or content and shall ensure that the Tata Play Product(s) and /or Tata Play
Service(s) are easily identified and separated from other third-party products, services or content.
4.5 Neither the Distributor nor the URL shall host, display, sell, retail, sub-license, transfer or provide products,
services or content that are prohibited under law or are considered unlawful, blasphemous, derogatory,
objectionable, against public policy and derogatory or detrimental to the reputation of the Company or its group
companies or affiliates.

27
4.6 The Company does not warrant, endorse, guarantee or assume responsibility for any products or service made
available or featured or advertised by the Distributor in conjunction with the Tata Play Products and the
Company shall not be party to or in any way responsible for monitoring any transaction between the Distributor
or any third party (including the URL or the customer or prospective subscriber) or the third-party provider of
products or services on the URL.
4.7 The Distributor shall be solely responsible for all costs and expense for distribution of the Tata Play Products
including without limitation maintaining the URL, providing uninterrupted services to the prospective
customers, hosting of the Tata Play Products, warehousing of the Tata Play Products, delivery of the Tata Play
Products to the end user etc.
4.8 The Distributor appreciates that the license granted to the Distributor to make available the Tata Play Products
as stated in this policy is non-exclusive. Hence, the Company may either directly or through third party offer
such identical/similar services on-line.
5. Territory and geo-blocking
5.1 The Distributor can make available the Tata Play Products only in India on account of regulatory restrictions
imposed by the Government of India and therefore, the Distributor is strictly prohibited to monetize or provide
or market or make available the Tata Play Products outside India. Any such availability shall be considered as
violation of this policy and the Agreement resulting in immediate automatic withdrawal of license granted to
Distributor under this policy and the Agreement.
5.2 It is the Distributor’s sole responsibility to ensure that the person availing the Tata Play Products is availing the
services in India and is a resident of India.
6. Pricing of the Tata Play Products and Services, Billing and Collections.
6.1 As mentioned above, Tata Play Products and Tata Play Services can be provided in India. Therefore, Distributor
shall ensure that all Tata Play Products and Tata Play Services are made available by the Distributor and made
payable by the customer in Indian Rupees.
6.2 While transacting with its customers and collecting monies from the customers, the Distributor undertakes to
be in compliance with all laws including without limitation exchange control regulations, information technology
act, money laundering act etc. The Distributor shall ensure that it follows all guidelines issued by the Reserve
Bank of India or any authority have jurisdiction to monitor and issue laws in connection with on-line
transactions. Distributor shall ensure that while transacting the customer has to follow two-way authentication
validations as directed by the Reserve Bank of India.
6.3 The Distributor will provide appropriate acknowledgement of receipts for all transaction made by customers of
the Distributor in connection with Tata Play Products.
7. Display of Tata Play Products.
7.1 The Tata Play Brand Guidelines forms an integral part of this policy. While designing the webpage offering the
Tata Play Products and Tata Play Services, the Distributor must absolutely follow the Tata Play Brand
Guidelines, this being the essence of the policy. The Distributor is absolutely prohibited to use, open or register
a domain name or a uniform resource locator or a webpage in the name of Company.
7.2 All uniform resource locator or web-pages that host or display the Tata Play Products and Tata Play Services
must contain a link that will open the website of the Company wherein the subscription contracts and related
links that are made available for the prospective subscriber to view before placing any order to purchase any
Tata Play Products.
7.3 All information provided by the Distributor in connection with the Company and/or Tata Play Products and
Tata Play Services must be preapproved by the Company. Distributor shall not modify, build upon, or block any
portion of Tata Play Products and Tata Play Services information displayed on the URL including but not limited
to links back to the Company website.

28
7.4 If the Distributor hosts, places or offers any products and/or services of any other distribution platforms
operators including competitors of the Company, then the Distributor shall always give better (not less than
equal treatment or prominence) to the Company and/or Tata Play Products while hosting, displaying, or offering
any Tata Play Products.
7.5 Distributor shall provide all support including promotional, advertising and marketing support to the Company
on a non-discriminatory basis and shall host, display, and promote the Company and/or the Tata Play Products
in a manner no less favourable than the support including promotional support it may provide to other
distribution platforms operators including competitors of the Company.
7.6 If the Company requires the Distributor to make any modification to any URL or webpage which is connected
with the Tata Play Products and Tata Play Services or host or displays the Tata Play Products and Tata Play
Services information, the Distributor shall promptly make such changes or modification and comply which such
instructions or direction given by the Company from time to time.
8. Reporting, Monitoring and Auditing.
8.1 The Distributor shall not create or disclose or conduct market research or statistical analysis of, the Tata Play
Products and Tata Play Services offered by the Distributor though it’s URL. If the Distributor is interested in
conducting any of the forgoing activity, the Distributor may approach the Company to obtain the prior written
approval of the Company. The Company reserves the right to withhold such approval or provide conditional
approval including prohibiting the disclosure of such statistical analysis to any third party. All rights in any
customer data reported through such URL shall be owned solely by the Company.
9. Termination.
9.1 Upon termination, Distributor shall have no further rights to distribute the Tata Play Products and Tata Play
Services or use any of the name, logo, mark or data connected with the Company or Tata Play Products. The
Distributor must immediately delete all information, data and/or references to such Tata Play Products,
including without limitation to name, marks, logo of the Company etc.
9.2 Since the policy forms an integral part of the Agreement, the right of the Distributor to make available the Tata
Play Products and Tata Play Services on the URL shall be co-terminus with the Agreement.
9.3 Notwithstanding anything to the contrary stated, the withdrawal, suspensions, or termination of rights to
distribute the Tata Play Products and Tata Play Services under this policy shall be without prejudice to the rights
that the Company may have against the Distributor under this policy, Agreement or under law.
10. General Terms.
10.1 The Distributor must ensure that all the service or user terms and conditions or any other policy that govern the
relationship between the Distributor and third party (including its customers) must be in accordance with this
policy and the Agreement. This policy and the Agreement overrides all such policy, terms and conditions that
the Distributor may have with any third party.
10.2 The Distributor shall not violate the privacy rights of any individual or entity.
10.3 Neither the Distributor nor any person through the Distributor including the URL shall make any public
statement or media statement connected to the Company or the Tata Play Products and Tata Play Services and
any such statements shall always be preapproved and/or in consultation with the Company. If permitted by the
Company in writing, the Distributor shall always be honest about its relationship with the Company when talking
to press or media or third party
10.4 The Distributor shall be solely responsible to host and maintain the URL on which the Tata Play Products and
Tata Play Services are offered by the Distributor. The Distributor affirms, represents and warrants that the
Distributor owns or has the necessary licenses, rights, consents, and permissions to carry out the its business
including providing the Tata Play Products and Tata Play Services on-line and undertakes to promptly submit
all such documentation that may be required by the Company from time to time in connection thereto.
10.5 The Distributor agrees that making available the Tata Play Products and Tata Play Services s under this policy
shall be at the Distributor’s sole risk, costs, charges and consequences. The Company, its affiliates, group

29
companies, their officers, directors, employees, subcontractors, exclude all warranties, express or implied in
connection with the Tata Play Products and Tata Play Services, the use, accuracy, merchantability, completeness
of the Tata Play Products and Tata Play Services, suspension or cessation of availability of Tata Play Products
and Tata Play Services, any fraud, misrepresents, negligence or loss including financial loss that may have incurred
to the Distributor or any third party.
10.6 This policy, and any rights and licenses granted hereunder, may not be transferred or assigned by the Distributor,
but may be assigned by the Company without restriction.
10.7 This arrangement is on a ‘principal to principal’ basis and the parties are independent of each other, and nothing
contained herein is intended to or shall be deemed to create any partnership, joint venture, employment or
relationship of principal and agent between the parties or provides either with any right, power or authority,
whether express or implied to create any such duty or obligation on behalf of the other party.

30
Form Registering the URL approved by the Company for making available the Tata Play Products (read
together with the e-commerce policy and the Agreement)
Sr. Name of the Name of the third party Any other Date of Date of
No. URL/Website/ hosting the Website details that Registration Deregistration
Domain name and its contact details may be with the
including the details of sought by the Company
the server hosting the Company in
website such as IP connection
Address with the URL

31
Annexure F
IT and Security Policy
1. INTRODUCTION. TATA PLAY LIMITED (‘COMPANY’) INFORMATION SECURITY POLICY (‘IT

SECURITY POLICY’) is a set of policies issued by company to ensure that all information technology users
within the domain of the organization or its networks or within the domain of its services providers or
business associates, comply with rules and guidelines related to the security of the information received,
processed, and stored digitally. The purpose of this policy is to:
• Protect the confidentiality, integrity, and availability of company’s Information and associated
information technology, systems, and networks.
• Provide management direction and support for information security in accordance with business
requirements.
• Ensure the reliable operation of company’s information technology, systems, and networks.
2. APPLICABILITY AND ACKNOWLEDGEMENT.
2.1 APPLICABILITY. The IT Security Policy sets forth expectations for the Distributor with whom company’s
does business (directly or indirectly), including their parent, subsidiary or affiliate entities, as well as all others
with whom they do business including all employees (including permanent, temporary, contract agency and
migrant workers), upstream suppliers and other third-parties.
2.2 ACKNOWLEDGEMENT.
Acknowledgement of this IT Security Policy by the Distributor is a pre-requisite in every business transaction
or discussion initiated by Distributor with company including execution of any company contract for supply
or services. In accordance with the implementation provisions of the IT Security Policy, and as a condition
of do business with company, company mandates Distributor to acknowledge their understanding and
acceptance of its standards and to confirm its compliance and adherence to this IT Security Policy. Upon
the commencement of any services for company or through the acceptance of the Purchase Order or
execution of a contract with company, both making reference to this IT Security Policy, the Distributor
commits that all its operations are subject to the provisions contained in this IT Security Policy. This IT
Security Policy, or the demonstration of its compliance, does not create any third-party beneficiary rights for
the Distributor. The standards of the IT Security Policy are in addition to, and not in lieu of, provisions of
any legal agreement or contract between Distributor and company.
3. INTERNATIONAL SECURITY STANDARD CERTIFICATION.
The Distributor shall maintain at all times a contemporary, relevant security standard certification and shall
comply with the provisions of security standards certification with respect to telecommunications and IT
equipment hardware and software and those related to information and communication security
management, such as ISO 15408 standards as applicable to IT and IT-related products, ISO 27001 for
Information Security Management Systems, standards used by other relevant standard formulation bodies
for telecommunications equipment such as EAL, CCC, ITU, or equivalent international standards or
certifications acceptable to the company’s.
4. SECURITY REQUIREMENTS.
4.1 GENERAL.
4.1.1 The Distributor shall be Authorised to Access company’s Systems and company’s Information
only in accordance with the Tata Play Security Policies and the Agreement, and only during the
Term of the Agreement.
4.1.2 On the Effective Date, the Distributor shall provide to the COMPANY’s the details of the
Distributor Security Contact, such as a Chief Security Officer responsible for the Distributor ’s
security, who will act as a single point of contact for the company’s for any security issues arising
under the Agreement. This responsibility shall be included within the Distributor Security Contact’s
job description.

32
4.1.3 As part of the Authorisation process, details of Distributor Personnel that need Access will be
requested by the companies. The Distributor Security Contact shall at all times ensure that only
Distributor Personnel who need to have Access in order to fulfil the Distributor ’s obligations
under the Agreement are Authorised. This authorisation and any subsequent changes in the
personnel shall be notified to the company by the Distributor, and subject to the approval of the
companies.
4.1.4 Only the Distributor Personnel that have the requisite training shall be Authorised to Access
company’s Systems.
4.1.5 The Distributor’s Information Security Measures shall be compliant with ISO/IEC 27001: 2013
or have equivalent standards and in line with the company Security Policies and requirements.
4.1.6 The Distributor shall ensure that it has an information security organization in place to implement
the provisions of the company Security Policies. The information security responsibilities of all
Distributor Personnel shall be defined and communicated by the Distributor to such Distributor
Personnel.
4.1.7 The Distributor shall establish and maintain contacts with special interest groups to ensure that the
understanding of the information security environment is current, including updates on security
advisories, vulnerabilities, and patches, and ensure that all such updates are implemented.
4.1.8 The Distributor shall conduct a risk analysis on a periodic basis (at least once every quarter) and
ensure that all risks due to its operations with the company are identified, measured, and mitigated
in accordance with the requirements of the company. The risk assessment report shall be shared
with the Chief Technology Officer and Chief Security Officer of the company within fifteen (15)
days from the date of such risk analysis by the Distributor.
4.2 PHYSICAL SECURITY.
4.2.1 All Distributor Personnel working on company premises or accessing any premises (sites, buildings
or internal areas) where company Information is stored or processed to fulfil the purpose of the
Agreement, shall be in possession of company Identification (‘Visitor ID’) card. This card shall be
used as a means of identity verification on company premises at all times. If company has any
advanced identity verification systems, such systems shall be applicable to the Distributor
Personnel. company may modify or amend such verification systems from time to time, in its sole
discretion.
4.2.2 The Distributor shall not (and, where relevant, shall procure that any Distributor Personnel shall
not) without the prior written Authorisation of company Security Contact connect any equipment,
device or software to any Company System and where it is not intended to be connected at a point
in the company System.
4.2.3 The Distributor shall demonstrate to the company’s satisfaction that it has procedures to deal with
security threats directed against the company or against a vendor, supplier, engineer, consultant, or
other sub-contractor working on behalf of company while safeguarding company Information.
4.2.4 The Distributor and/or its Distributor Personnel shall not Access company Systems without first
obtaining the written consent of the company Security Contact.
4.2.5 The Distributor ’s Access to sites, buildings or internal areas where company Information is stored
or processed, shall be as Authorised and the Distributor and all its Authorised personnel shall
adhere to robust processes and procedures to ensure compliance with the guidelines issued by the
regulatory body such as DoT and/or the company’s requirements.
4.2.6 The Distributor shall ensure that all company Information, Distributor Personnel, Distributor
Systems and the company Systems and networks used to fulfil the purpose of the Agreement are
logically and physically separated in a secure manner from all other information, personnel or
networks created or maintained by the Contractor. Additionally, secure areas in Distributor
premises (e.g., network communications rooms) shall be segregated and protected by appropriate
entry controls to ensure that only Authorised Distributor Personnel are allowed Access to these
secure areas. The Access made to these areas by any Distributor Personnel shall be audited

33
regularly, and re-authorisation of Access rights to these areas must be carried out at least once
annually.
4.2.7 The use of digital or conventional cameras, including any form of video camera or mobile phone
cameras, of the interior of the company premises is not permissible without prior Authorisation
from the company Security Contact. The Distributor shall ensure that photography or capture of
moving images of areas where company Information is processed or stored shall not capture any
company Information.
4.2.8 CCTV security systems and their associated recording media shall be used by the Distributor in
response to security incidents, as a security surveillance tool, as a deterrent or as an aid to the
possible apprehension of individuals caught in the act of committing a crime. As such, such systems
shall be authorised by the company Security Contact when used by the Distributor, and stored
images shall be securely held for at least six (6) months. Notwithstanding the above, the Company
may object to CCTV surveillance if it deems that such surveillance is inappropriate in relation to
the purpose of the Agreement and require the Distributor to delete any stored images captured in
relation to such CCTV surveillance.
4.2.9 The Distributor shall maintain a controlled record of all assigned company physical assets and
assigned company Property to them.
4.2.10 The local area surrounding the Distributor’s facilities at the company’s premises shall be inspected
for risks and threats on a regular basis by the Distributor and reports of such inspections shall be
promptly made available to the company.
4.2.11 The Distributor shall disable the Access immediately if any Distributor Personnel no longer
requires Access or change role for any reason whatsoever or whose integrity is suspected or
considered doubtful or as may be notified by the company.
4.2.12 The Distributor shall ensure that all its Distributor Personnel do not carry their mobile phones
and/or any other communication devices in the company Premises.
4.3 LOGICAL SECURITY.
4.3.1 The Distributor shall notify company immediately if any Distributor Personnel no longer requires
Access or if the role of the Distributor Personnel has been changed for any reason whatsoever thus
enabling the company to disable or modify the Access rights.
4.3.2 The Distributor shall maintain systems that detect and record any attempted damage, amendment,
or unauthorised Access to the company Information.
4.3.3 The Distributor shall provide company with full documentation in relation to the implementation
of logical security in relation to purpose of the Agreement and shall ensure that it has such security
as:
4.3.3.1 prevents unauthorised individuals e.g., hackers from gaining Access to the company
Systems;
4.3.3.2 reduces the risk of misuse of the company Systems or the Company Information, which
could potentially cause loss of revenue or service (and its quality) or reputation, breach of
security by those individuals who are Authorised to Access it; and
4.3.3.3
detects any security breaches that do occur enabling quick rectification of any problems
that result and identification of the individuals who obtained Access and determination
of how they obtained it.
4.4 INFORMATION SECURITY.
4.4.1 The Distributor shall not use the company Information for any purpose other than for the
purposes for which such information was provided to the Distributor by company and only to the
extent necessary to enable the Distributor to perform its obligations in accordance with the
Agreement.

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4.4.2 The Distributor shall ensure that it operates a proactive strategy to minimize the risk and effects
of fraud and other security risks and the Distributor shall maintain processes to monitor such
activities.
4.4.3 The Distributor shall ensure procedures and controls are in place to protect the exchange of
information through the use of emails, secure tunnels, video communication facilities etc.
4.4.4 The Distributor shall use physical and electronic security measures to protect the COMPANY
Systems, the company Information and areas where work is undertaken or where Distributor
Systems provide Access to the company Information.
4.4.5 The Distributor shall ensure that entire data relating to the company (and its related services and
business) are stored in a system only in India. This data should include the full end-to-end
transaction details / information collected / carried / processed by the Distributor. The data
should be stored on real time basis.
4.4.6 The Distributor shall ensure that none of its Distributor Personnel Access their personal electronic
mails or personal social media accounts during rendering services to the company.
4.4.7 The Distributor shall ensure that none of its Distributor Personnel have Access to printers or such
other enablers which allow them to copy or retrieve any v Information during rendering services
to the company.
4.5 DISTRIBUTOR PERSONNEL SECURITY.
4.5.1 The Distributor shall ensure that the company Information provided under the Agreement is used
only to the extent necessary to enable the Distributor to perform its obligations under the
Agreement. All Distributor Personnel shall sign a confidentiality agreement in a form acceptable
to the company either as part of their initial terms and conditions of employment or when they
start working in the company buildings or on the company Systems and the company Information.
Such confidentiality agreements shall be retained by the Distributor and accessible to company.
4.5.2 The Distributor shall deal with breaches of security policies and procedures, including interfering
with or otherwise compromising security measures, through a formal disciplinary process. The
Distributor shall promptly notify company of any such breaches of security policies and
procedures.
4.5.3 The Distributor shall provide a ‘whistleblower’ facility, available to all staff, with all Company
related issues reported back to the company Security Contact to the extent permissible by the Law
in a location in India where the Distributor is performing its obligations under the Agreement. For
the avoidance of doubt, this facility shall be used by the Distributor Personnel if the company’s
employee, agent or contractor instructs Distributor Personnel to act in a manner inconsistent with
the security protocols required under the Agreement.
4.5.4 The Distributor shall ensure that in respect to any Distributor Personnel; it shall carry out
recruitment checks in accordance with the provisions in Distributor’s Pre-Employment Checks
Policy as approved by company.
4.5.5 The Distributor shall ensure that all Distributor Personnel maintain a clear-desk and a clear-screen
policy to protect the Company Information.
4.5.6 The Distributor shall ensure that an auditable process is developed for the ongoing control and
management of Distributor Personnel access profiles.
4.6.7 The Distributor shall, and shall procure that any Distributor Personnel securely destroy any
Company Information received in a recorded form from company (or has recorded received
Company Information), when the Distributor Personnel’s job or role has changed or terminate
4.6 SERVICE CONTINUITY ASSURANCE.

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4.6.1 The Distributor shall ensure that the Distributor Systems does not lead to the disruption of the
Company’s Internet/ Intranet services.
4.6.2 At the time of termination of the Agreement or as and when required by company, the Distributor
shall ensure that all tools, procedures, documents, software, etc. with which the company’s System
were maintained operated, analyzed, attended etc. by the Distributor are given to company so that
company can continue to provide the services or perform its operations as company deems fit.
4.6.3 Upon completion of services, Distributor must immediately return all company Information, in its
possession or control, including all hard and digital copies.
4.7 ADDITIONAL SECURITY POLICIES.
4.7.1 The Distributor shall have documented operating procedures to discharge the security
requirements detailed within this Annexure and shall provide company with Access to such
documentation in accordance with this Annexure.
4.7.2 The Distributor shall notify company Security Contact immediately of any changes to its Access
method through the firewalls, including the provision of network address translation.
4.7.3 The Distributor shall implement a controlled exit procedure in respect of the individual Distributor
Personnel to ensure the return of any company assets or property or company Information in the
possession of such individual when any of such Distributor Personnel who have Access leave the
employment of the Distributor or are no longer engaged for the purpose of the Agreement. Such
controlled exit procedure shall include a written communication by the Distributor Security
Contact to company Security Contact of this removal.
4.7.4 The Distributor shall inform company Security Contact immediately upon its becoming aware of
any actual or suspected unauthorised Access or misuse of company Systems or company
Information or breach of any of the Distributor ’s obligations under the Agreement.
4.7.5 The Distributor shall maintain integrity of the software build including upgrades, operating
systems, and applications from factory to desk. The Distributor shall demonstrate that the software
build (both proprietary and off-the-shelf) delivered to company is the same as the software build
agreed with company. The software should not have bugs or viruses which could impair company
security in the future including any unauthorised leakage of company Information.
4.7.6 Self-help systems operated by company shall only be remotely accessible by Authorised Distributor
Personnel.
4.7.7 Any change of location by the Distributor Personnel or Distributor for any part of the supply chain
or the support centres shall be notified to company immediately.
4.7.8 Company may carry out current and future risk assessments and other audits with pro-active
support from the Distributor on any part of the Distributor’s supply chain to identify additional
risks to company. Company may then stipulate additional countermeasures to address any risks.
Notwithstanding the foregoing, such inspections or audits by company shall not affect in any
manner the Contractor’s obligations and responsibilities relating to security under the Agreement.
4.7.9 No replacement of the company System support tools shall be undertaken by the Distributor
without specific prior written consent from company.
4.7.10 Formal contracts containing all necessary security requirements shall be executed between the
Distributor and such third-party before the third-party or its Distributor are permitted to Access
company Systems and company Information or occupy space in the company’s buildings or space
in the Distributor ’s building that is used to Access, hold or process the company Information.
4.7.11 The Distributor shall record and maintain detailed information in relation to all Distributor
Personnel who are Authorised to Access company Systems or company Information.

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4.7.12 The Distributor shall ensure that all computers or laptops used to Access company Systems and
company Information have their ports locked down such that removable storage media (memory
sticks, removable hard drives, compact flash and secure digital cards, floppy disks, CDs, DVDs,
MP3 players and other similar devices) cannot be connected.
4.8 ACCESS TO Company SYSTEMS.
4.8.1 Company allows (so far as it can and is able to do so) the Distributor, to have Access solely for the
purpose as contemplated herein during the Term.
4.8.2 In relation to Access, the Distributor shall (and, where relevant, shall procure that all Distributor
Personnel shall):
4.8.2.1 ensure each individual Distributor Personnel has a unique user identification and
password known only to such user for his/her sole use;
4.8.2.2 ensure Distributor Personnel never share user identification, passwords or security
tokens;
4.8.2.3 promptly provide to company such reports as company shall from time to time require
concerning the Distributor ’s use and security of Access and any related matters to Access;
4.8.2.4 ensure that physical Access to fixed computer equipment having Access or storing
company Information is solely with smart or proximity cards (or equivalent security
systems) and Distributor conducts regular internal audit to ensure compliance with these
provisions;
4.8.2.5 ensure onward bridging or linking to the company Systems is prevented unless Authorised
by company;
4.8.2.6 ensure no viruses or malicious codes like malware, spyware, key logger, bots (as the
expressions are generally understood in the computing industry) are introduced, and that
there is no corruption or modification or compromise to company Systems or company
Information. This should ensure that nothing results in denial of service, interruption of
service, outages, reduction or compromise in quality and efficiency of service, leakage or
stealing of company Information, interference with mandated lawful interception policy,
methodology and provisions, enhance risks of attacks, overbilling, frauds or any other
aspect that compromises the security of all the stake holders including the Government
of India or any Governmental Authority, users, company etc.; and
4.8.2.7 use reasonable endeavours to ensure that personal files which contain information, data
or media with no relevance to the purpose of the Agreement, are not stored on company’s
building servers or company centralised storage facilities or company Systems.
4.8.3 If company has provided the Distributor with Access to the Internet/Intranet, the Distributor
shall, and shall ensure that the Distributor Personnel, access the Internet/Intranet appropriately. It
is the Distributor’s responsibility to ensure that practical guidance on internet and email abuse (as
amended) is communicated to the Distributor Personnel from time to time.
4.8.4 Any security software procured by the Distributor shall be used by the Distributor without
modification, unless there is an essential need to do so, in which case appropriate controls shall be
applied and the prior written consent of company shall be sought in writing.
4.9 ACCESS TO DISTRIBUTOR SYSTEMS.
4.9.1 If any Distributor Personnel is granted Access to Distributor Systems having bearing on company
data, network, or company Information, the Distributor shall:
4.9.1.1 ensure each individual has a unique user identification and password known only to such
individual for his/her sole use;
4.9.1.2 promptly provide to company such reports as company shall from time to time require,
concerning the Distributor ’s use and security of Access to Distributor Systems;

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4.9.1.3 allow Access only to the minimum extent required to enable the Distributor Personnel
perform their duties;
4.9.1.4 allow Access using a secure login process;
4.9.1.5 establish and implement formal procedures to control the allocation and de-allocation of
Access rights;
4.9.1.6 ensure that the allocation and use of enhanced privileges and Access to sensitive tools
and facilities in Distributor Systems are controlled and limited to only those users who
have a business need;
4.9.1.7 ensure that the allocation of user passwords to Distributor Systems that hold or Access
company Information is controlled through a formal auditable management process;
4.9.1.8 conduct regular reviews of user ids and their Access rights;
4.9.1.9 provide processes to demonstrate that remote and home working activities are only
permitted where Authorised by company and subject to appropriate security controls
within the Distributor ’s organization including but not limited to remote access by users
being subject to strong authentication;
4.9.1.10 demonstrate that users follow security best practice in the management of their
passwords;
4.9.1.11 implement a password management system which provides a secure and effective
interactive facility that ensures quality passwords;
4.9.1.12 ensure that user sessions are terminated after a defined period of inactivity;
4.9.1.13 ensure that audit logs are generated to record user activity and security-relevant events
and securely managed and retained with no ability on the part of the Distributor to allow
any unauthorised Access or amendment to the audit logs. Such audit logs must be
maintained for future reference for a period of at least one (1) year;
4.9.1.14 ensure that monitoring of audit and event logs and analysis reports for anomalous
behavior and/or attempted unauthorised Access are performed by Distributor ’s staff
independent of those users being monitored;
4.9.1.15 make available audit logs where required by company for review;
4.9.1.16 ensure all systems holding, processing or Accessing company Information shall be
hardened to company’s defined standards;
4.9.1.17 ensure that to the extent possible, development, test and live environments are segregated
from each other and the other work areas in Distributor buildings;
4.9.1.18 implement controls to detect and protect against malicious software and ensure that
appropriate user awareness procedures are implemented;
4.9.1.19 ensure that Distributor has in relation to all Distributor Systems formal security incident
management procedures with defined responsibilities;
4.9.1.20 ensure that any unauthorised software is identified and removed from Distributor
Systems holding, processing or Accessing company Information;
4.9.1.21 ensure that Access to diagnostic and management ports as well as diagnostic tools are
securely controlled to company’s reasonable satisfaction;
4.9.1.22 ensure that Access to Distributor ’s audit tools shall be restricted to the relevant
Distributor Personnel and their use is monitored;
4.9.1.23 ensure that data gathered after running audit tool is properly protected; and
4.9.1.24 perform enhanced independent code reviews (including penetration testing) on all
Distributor Systems.
4.10.1 The Distributor shall demonstrate to company that Distributor Personnel who hold and use
company Information on personal computers and mobile computing devices are responsible for
ensuring that the personal computers and mobile computing devices are protected from
unauthorised Access. The Distributor shall consider, on a case-by-case basis, whether Sensitive
Information is permitted to be stored on any mobile computing devices. All Sensitive Information
shall be encrypted if stored on a mobile computing device or in the event of any transmission of
Sensitive Information by Distributor Personnel outside of company’s trusted network. Laptops
and personal computers containing Sensitive Information shall have the whole of the disk
encrypted. Devices that do not allow whole-disk encryption such as memory sticks, CD/DVDs,
shall be subjected to additional controls such as:
4.10.1.1 use of file encryption, where available;

4.10.1.2 use of application password facilities; or
4.10.1.3 where the device is “pocket-sized”, it must be kept with the owner at all times.
4.10.1.4 Blackberry mobile phones and other such devices which use proprietary encryption
technique shall not be permitted to be used for holding the Company Information.

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4.10.2 To the extent the servers are used to fulfil the purpose of the Agreement, the Distributor’s servers
shall not be deployed on untrusted networks without appropriate security controls.
4.10.3 Changes to individual Distributor Systems shall be controlled and subject to formal change control
procedures. All documentation relating to Distributor Systems shall be protected from
unauthorised Access or amendment.
4.10.4 Security procedures and controls shall be used to secure equipment holding, Accessing, or
processing COMPANY Information in The Distributor Systems.
5 SUBMISSION OF TEST REPORTS.
5.1 GENERAL. Reports of the tests conducted with results of such tests, detailing areas where vulnerability exists
and what precautions should be taken by company to minimize the effect of such vulnerabilities shall
submitted by the Distributor to company on a regular basis, as agreed between the Parties. For this purpose,
additional requirements may be included in the solution designs. Compliance statements shall be made
against the relevant Security Standards and where practicable, tests performed to demonstrate compliance.
5.2 PORT ENUMERATION.
(a) Port and protocol scans must be conducted with reference to the network design, proving that management
protocols are only accessible via management interfaces, and control plane protocols are only accessible via
control plane interfaces.
(b) All interfaces where the network element can be identified (where it would be possible to respond to a PING
request or appear in a route trace) must be tested. If the interface switches/routes traffic transparently or is
not IP based, then that interface need not be scanned.
(c) Scans should be performed with all Access Control Lists (ACLs) first disabled, so as to give a clearer view
of which ports/services are active, and then enabled, to demonstrate what is normally visible.
(d) Tests done by the Distributor should detail:
(i) which addresses were scanned (management, interface);

(ii) all open, open/filtered and closed/filtered ports; and
(iii) detail why ports which are open are required.
(e) Port scans shall be performed using the latest versions of nmap or any other open-source software tool.
5.3 IP VULNERABILITY SCANNING. Service vulnerability audits shall be conducted by the Distributor with
reference to the results of the port/protocol scans and the network design. The audit reports generated by
the Contractor shall:
(a) contain details of low, medium and high-risk vulnerabilities so that risk assessments can be made and fixes
implemented, where necessary; and
(b) list any mitigating factors in relation to medium and high risks.
6 EQUIPMENT CONFIGURATION GUIDE. Two sets of equipment configuration guides shall be

provided to COMPANY by Distributor, which detail the configuration required to meet the network
element security policies in the standards in respect of the following:
(i) Generic OS
(ii) Technical Standard for Switches and Routers
(iii) Management Standard for Switches and Routers
7 SECURITY AGAINST REMOTE ACCESS. The Distributor shall submit a written undertaking to the
Company clearly identifying all possible means of remote control/remote access/remote command and
control as well as suitable mitigation means to close such access mechanisms.

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8 NETWORK AUDIT, TEST AND CERTIFICATION. The process of network audit and certification
will be performed by a third party/parties approved by company and will include the following activities:
(a) Network Forensics to identify existing unwanted running processes/malware/ backdoors etc. on all
networks’ elements. The operation includes sniffing of live traffic to identify unwanted redirection and
interception of traffic.
(b) Network Hardening to map all networks elements and to calibrate them to optimized secured state.
(c) Network Penetration Test to assure system durability against any kind of attack.
(d) Risk Assessment to understand what actions should be taken to minimize future damage to carrier and
what risks are inevitable.
(e) Actions to fix found problems by setting systems to default or acquiring relevant IT security technologies
to prevent such problems from reoccurring.
9 INVESTIGATION.
9.1 If company believes that there has been a breach by the Distributor of the provisions of the Agreement,
company will inform Distributor Security Contact. Distributor shall cooperate with the Company fully in
any ensuing investigation. Distributor shall provide a list of users who have had Access to company Systems
and company Information to company. Company shall have Access to the Distributor Systems and
Company Information located in the Distributor’s premises, and Company shall have the right to make
unannounced visits.
9.2 The Distributor shall promptly report to Company Security Contact any potential misuse of Company
Information or improper or unauthorised Access to Company Systems and Company Information. Upon
request, the Distributor shall promptly provide to Company a written report setting out details of the
potential misuse of Company Information or improper or unauthorised Access to Company Systems and
Company Information, a remedial plan, and a timetable for achievement of the planned improvements and
steps to be taken to avoid the repeat of the potential misuse of Company Information or improper or
unauthorised Access to Company Systems and Company Information.
9.3 If any audit or investigation reveals that there is a potential risk to the confidentiality, integrity or availability
of Company Information in the Distributor’s processes or Distributor Systems, Distributor shall promptly
correct any security risk in the Distributor’s processes or Distributor Systems promptly.
9.4 During investigation, the Distributor shall cooperate fully with Company, providing reasonable Access,
accommodation, facilities and assistance to all Distributor Systems as may be necessary to investigate any
breach or potential breach of the provisions of the Agreement, including permitting the interview of any
Distributor Personnel. Company shall, or the Distributor at the Company’s request shall, confiscate for
evaluation any tangible or intangible asset suspected to have been used for information/security breach or
provide leads to the investigation belonging to the Distributor or its Distributor Personnel.
10. DEFINITIONS.
Capitalized terms used and not defined in this Annexure shall have the meanings given to such terms in the
Agreement.
‘Access’ shall mean interconnection with Company Systems or access to or use of Company Information
either through Company Systems or through any other manner including physical access;
‘Agreement’ shall mean any arrangement with Company (including written or oral) including the documents
to which this policy forms a Annexure/Schedule/Exhibit (notwithstanding the nomenclature it may be
referred to as within that document;

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‘Authorised’ shall mean Company has approved Access as part of the authorisation process and the
Contractor Security Contact has a record of this authorisation. ‘Authorisation” shall be construed
accordingly;
‘Visitor ID’ shall have the meaning given to such term in Clause 4.2.1;
‘Company IT Contact’ shall mean the person in charge of the Company’s IT operations or such other
Person whose details shall be notified by Company to the Distributor from time to time;
‘Company Information’ shall mean any and all information of Company and its affiliates, and any
information of third parties that such Company has an obligation to treat as confidential, including without
limitation any Personal Data, idea, finding, research, data, specification, process, technique, algorithm,
architecture, know-how, invention, design, plan, drawing, sketch, document, manual, report, study, photograph,
sample, customer/partner list, pricing, business plan, marketing plan, financial information or work in process,
whether such information is in oral, written, graphic or electronic form or any other form or media or technology
on which such information is displayed or contained and irrespective whether the information is labeled
confidential or not.
‘Company Security Contact’ shall mean the person in charge of the Company’s security operations or such
other Person whose details shall be notified by Company to the Distributor from time to time;
‘Company Systems’ means any Company computer, application, databases, network infrastructure,
network elements and appliances, core and applications software or such other systems as may be agreed in
writing from time to time between Company and the Contractor;
‘Distributor Personnel’ shall mean dedicated resources of the Distributor including all Persons deployed
by the Distributor, directly or indirectly, for the performance of its obligations under this Agreement;
‘Personal Data” means any information or set of information relating to a person or individual that
identifies such person or could be used to identify such person, including without limitation, a person’s
name, address, telephone number, email address or call data records, which the Distributor may have access
to, or receive from company and/or its Affiliates, and includes company-related data and subscriber-related
data;
‘Distributor IT Contact’ means such Person whose details shall be notified by the Distributor to Company
from time to time for such purpose;
‘Distributor Security Contact’ shall mean such Person whose details shall be notified by the Distributor
to Company from time to time for such purpose;
‘Distributor Systems’ means any Distributor owned computer hardware or software, application database
or network elements / appliance or such other systems as may be agreed in writing from time to time by
company and the Distributor ;
‘Security Standards’ shall mean all relevant contemporary standards associated with national and
international security related to information technology (IT) and telecommunications equipment, hardware
and software and those related to information and communication security, including without limitation, the
ISO 27000 series, ISO/IEC 15408, CCC, EAL, ITU etc. and as amended, modified or replaced from time
to time; and
‘Sensitive Information’ shall mean (i) any Company Information; and (ii) any other data or element of information
notified as such by any governmental authority.

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Annexure G
Tata Play DTH Brand Guidelines
1. PREAMBLE AND BRAND MARKS.
1.1 Brand Marks means any trademarks, trade names, service marks or logos or materials or formats of the
Company or its Affiliates approved by Company for use by the Distributor in connection with the rights
granted to the Distributor under a written agreement executed with the Licensee.
1.2 These Brand Guidelines shall be effective immediately upon use of any of the Brand Marks and/or Term
mentioned in the Agreement, whichever is earlier. The license to use the Brand Marks shall be co-terminus
with the Agreement. Territory means India only.
2. LICENSE TO USE, MANNER OF USE AND APPROVALS.
2.1 The Company grants to the Distributor a non-exclusive license during the Term to use the Brand Marks
solely in connection with promoting the Company, provided all such material is pre-approved by the
Company in writing. The Distributor will use only those specific design elements of the Brand Marks, on
any promotional or advertising materials and on elements, which are pre-approved by the Company. The
Distributor shall submit all proposed advertising materials and concepts to the Company for the prior written
approval of the Company.
2.2 The Company shall have the right to approve, in its sole discretion, all materials including rough
sketches/layout concepts, artwork, final proofs and any and all elements in connection with the Brand Marks.
The Distributor shall make each approval submission in sufficient time for the Distributor to make all
revisions that the Company in its sole discretion may request. The Distributor acknowledges and agrees that
consent or approval may be given by the Company at the sole discretion of the Company. The Company
reserves the right to grant such approval conditionally or unconditionally or completely withhold in its
absolute discretion.
2.3 If the Company requires the Distributor to make any modification to any item or element submitted to the
Company for its approval in order to ensure compliance with the Company’s specifications, the Distributor
agrees promptly to make such changes or modification. The Distributor must submit to the Company for
approval each modification of any element or item as if it were a new element or item.
2.4 Unless advertising and/or marketing and/or promotional materials submitted by the Distributor has been
approved by the Company in writing in advance, such advertising and/or marketing and/or promotional
materials submitted by the Distributor shall be deemed to be not approved by the Company.
2.5 The Distributor shall use only material provided or approved by the Company, in the form provided by the
Company (or, if created by or on behalf of the Company, in the identical form presented to the Company’s
for the Company’s prior written approval) and only for the purpose of promoting the Company and/or the
Tata Play Products.
2.6 The Distributor shall ensure that each material, product or item using or incorporating the Brand Marks is
of high quality and complies with all applicable laws, regulations and established industry standards of the
Territory and conforms to the sample or design approved in writing by the Company.
2.7 The Company’s approval of material for such advertising will not constitute a representation or belief by the
Company that the material and the contents contained in it are sufficient to meet any code, standard or other
obligation imposed by any third party(s).
2.8 The Distributor must not associate any other brand, product, item or properties with the Brand Mark or use
the Brand Mark in any promotional or display materials unless the Distributor receives the Company’s
specific prior written approval.
2.9 The Company’s approval of any material or any element of a materials containing the Brand Mark shall not
constitute or be construed as an approval by the Company of the Distributor’s use of any trademark,
copyright and/or other proprietary material not owned by the Company.

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2.10 Unless notified to the contrary in writing and in advance by the Company, in all trade references, advertising,
and promotion for all other purposes, the Company shall be referred to as designated by the Company in
writing.
2.11 The Distributor will not cause or allow any third-party rights to be created in connection with the Brand
Marks including without limitation any liens or encumbrances to be placed against, or grant any security
interest in, the Brand Marks.
2.12 The Distributor must not use the Brand Marks and/or any component of it on any business sign, business
cards, stationery, or forms, nor as part of the name of the Distributor’s business or any division of it.
2.13 The Distributor shall provide marketing support to the Company on a non-discriminatory basis and shall
promote the Company in a manner no less favourable than the promotional activity it may carry out for
other distribution platforms operators.
2.14 The Distributor shall always ensure that the Company is given equal prominence in all advertising, marketing,
and promotional materials in connection with any advertisement and promotional activity carried by the
Distributor.
2.15 The Distributor will comply with all marketing policies and strategies established by the Company from time
to time and will conduct marketing for the Brand Marks in accordance with a marketing plan and marketing
activities developed and agreed by the parties. The Distributor shall meet, co-ordinate and consult with
representatives of the Company on a regular basis during the Term and shall ensure that all advertising and
promotion created, developed, and produced by the Distributor shall be subject to the Company’s final
written approval.
2.16 The Distributor shall ensure that all uses of the Brand Marks and/or any material relating to the Company
by the Distributor shall incorporate the following legal lines or appropriate legal line, as prescribed by the
Company, in the form and location prescribed by the Company:
‘TATAR Tata Sons Limited. All Play Trademarks, and any intellectual property they contain, are owned by
Play International AG, used under license by Tata Play DTH Limited’
2.17 If by inadvertence a proper legal notice in the Company’s name is omitted from the material relating to the
Company, the Distributor agrees, at its expense, to immediately use all possible efforts to correct the
omission.
2.18 The Distributor shall not use the Brand Marks, information, items, any registered material of the Company
or any other material, the copyright or trademark to which is owned or controlled by the Company, in any
way other than as authorised by the Company or for any other purpose than is permitted by the Company.
In addition to any other remedy the Company may have, the Distributor agrees to pay to the Company the
total revenues generated from any use of such material in any manner not expressly authorised by the
Company. It will not and none of its employees, officers, directors or contractors will undertake any activity
which will bring the Company or the Affiliate into disrepute or would otherwise lower the reputation of the
Company or its Affiliate.
2.19 No warranty or indemnity is given with respect to any liability or expense arising from any claim that use of
the Brand Marks or material relating to the Company infringes upon any trademark right of any third party
or otherwise constitutes unfair competition by reason of any prior rights acquired by such third party other
than rights acquired from the Company. It is expressly agreed that it is the Distributor’s responsibility to
carry out such investigations as it may deem appropriate to establish that any use made of the Brand Marks
or material relating to the Company does not infringe such right of any third party, and the Company shall
not be liable to the Distributor if such infringement occurs.
2.20 Without the prior written permission of the Company, the Distributor shall not, nor authorise any entity to,
transmit, modify, alter, distribute, exhibit, copy, duplicate, sublicense or otherwise use the Brand Marks or
material relating to the Company or any part of it by any means whatsoever. If any item incorporating the
Brand Marks or material relating to the Company but not approved by the Company in writing is being
distributed, published or otherwise used by the Distributor or its agents, the Company may in its sole
discretion require, together with other remedies available to it, such item to be immediately withdrawn from
the market or from distribution, publication or other dissemination or use and the Distributor shall withdraw

43
such item within the period stated by the Company. All withdrawn items shall be immediately destroyed, and
such destruction shall be attested to in a certificate signed by an independent third party, firm, or agency
approved by the Company and delivered immediately to the Company.
2.21 The Distributor shall employ adequate security systems and procedures to prevent theft, pirating or
unauthorized use of the Brand Marks or material relating to the Company.
3. OWNERSHIP AND REGISTRATION.
3.1 The Distributor is granted only the limited right to use the Brand Marks and/or material relating to the
Company as approved by the Company and solely for the purpose of exercising its license as approved by
the Company. The Distributor shall not use any of the Brand Marks or material relating to the Company as
part of a corporate name or of a trade name, register or use any name or mark which is the same / similar
as, which contains or which in the opinion of the Company, resembles any of the Brand Marks or material
relating to the Company.
3.2 The Company reserves all rights not expressly conveyed to the Distributor. The Distributor acknowledges
that as between it and the Company all intellectual property rights including without limitation all copyright,
neighbouring rights to copyright, trademarks, service marks, goodwill, any other rights of action in the
material relating to the Company remain the sole and exclusive property of the Company.
3.3 All title and all rights in and to all material relating to the Company, except that which has been sold (including
those created and developed by the Company shall at all times remain in the Company or the Company’s
Affiliates. The Distributor shall promptly furnish and/or execute any document that may be required by the
Company in evidence of such exclusive ownership rights and interests. The Distributor shall have no rights,
ownership or claim in or to the Brand Marks and/or material relating to the Company except the foregoing
right to use.
3.4 The Distributor acknowledges that the rights granted to use the Brand Marks or material relating to the
Company, by the Company are subject to the rights of the Company and the owner of the Brand Marks or
material relating to the Company to use it and/or license it to any third party(s) of its choice throughout the
world for any use. The Company reserves the right to withdraw any Brand Marks or material relating to the
Company, the use or distribution of which could reasonably be claimed to infringe the rights of a third party
and any such withdrawal shall not be a breach of the Agreement. Without any limitation of the Company’s
rights and title to the Brand Marks or material relating to the Company, the Company shall use reasonable
efforts to notify the Distributor of any unlicensed use of the Brand Marks or material relating to the
Company, or material which infringes any rights in the Brand Marks due to its similarity to it, in the Territory
during the Term.
3.5 Neither the Distributor nor any of its affiliates and/or group companies shall register, or attempt to register,
in any country as a trademark, service mark, design patent or industrial design or for the purposes of
copyright registration any of the Brand Marks or material relating to the Company or derivations or
adaptations of it, or any word, symbol or design which is so similar to any part of the Brand Marks or material
relating to the Company as to suggest association with or sponsorship by the Company or any Affiliate of
the Company.
3.6 The Distributor shall transfer or cause to be transferred at no cost to the Company (or its designee) all
interest in and to any graphic representation created by or for the Company of any Brand Marks. In the event
of a breach, the Distributor agrees, at its expense and at the Company’s request, to terminate the unauthorised
registration activity immediately and to execute and deliver or cause to be delivered promptly to the Company
such assignments and other documents as the Company may require to transfer to it all rights to the
registrations, patents or applications involved. To the extent permissible by law, the Distributor hereby
appoints the Company its lawful attorney-in-fact irrevocably to carry out any legal action required to cancel
any registration or application for registration obtained or registrations or applications to be transferred to
the Company (or its designee), it being acknowledged that such power is a power coupled with an interest.
3.7 The Distributor shall not claim adversely to or challenge the rights of the Company with respect to the Brand
Marks. The Distributor shall not use any material containing any of the Brand Marks without the prior
written consent of the Company.
4. UNAUTHORIZED USE AND INFRINGEMENT PROCEEDINGS.

44
4.1 In the event, the Distributor become aware of any actual unauthorized use and exploitation of any Brand
Marks or material relating to the Company in the Territory (“Unauthorized Use”) it will immediately notify
the Company.
4.2 The Company shall have the right, but shall not be obligated, to take such steps in respect of any
Unauthorized Use as it may deem necessary by litigation or other actions at law or otherwise.
4.3 The Distributor will render such help or aid to the Company and shall cooperate and, if the Company deems
appropriate, be named by the Company as a sole plaintiff or co-plaintiff in any action against an infringer of
Unauthorized Use of the Brand Marks or material relating to the Company.
4.4 The Distributor shall execute, acknowledge, deliver and verify instruments or other documents that are
required in connection with any such litigation, action or other step taken or to be taken in respect of any
Unauthorized Use. All settlements, penalties, damages, and recoveries arising from or in connection with
such action shall be the sole property of the Company.
4.5 The Distributor acknowledges that all legal and beneficial right, title and interest in the Brand Marks shall be
and shall remain the exclusive property of the Company. To the extent that any legal or beneficial interest in
any Brand Marks should for any reason vest in the Distributor, the Distributor agrees that such rights are
exclusive property of the Company, and the Distributor hereby assigns such interest to the Company.
5. EXPIRY, TERMINATION AND WITHDRAWAL OF LICENSE.
5.1 Upon the expiry or termination of the Agreement:
(i) all rights granted to the Distributor in connection with the Brand Marks or material relating to the
Company shall immediately revert to the Company and the Distributor shall cease to have any
rights to use such Brand Marks or material relating to the Company.
(ii) all Brand Marks or material relating to the Company (and any copies made of Brand Marks or
material relating to the Company) including all artwork containing any part of the Brand Marks,
whether finished or not, including drawings, drafts, designs, sketches, illustrations, data, digital files,
and information, copies or other items, information or things created in the course of preparing
such artwork and all materials provided to the Distributor by the Company shall be immediately
returned to the Company.
(iii) At the Company’s option and instruction, the Distributor may instead destroy some or all of the
above items and shall confirm to the Company in writing that the Distributor has done so.

45
ANNEXURE H
DECLARATION
1. I / We hereby recognize that as a matter of corporate policy, Tata Play Limited “Company”), expressly prohibit
financial or other advantages directly or indirectly including payment of bribes or any facilitation money or
grease payments in connection with its business operations by any intermediary including consultant / agent
/ business partner / vendor or contractor or sub-contractor, engaged to provide goods and / or services to
Tata Play Limited and / or its clients.
2. I / We hereby confirm that I / we shall abide by the provisions of the Tata Code of Conduct and the provisions
of all applicable domestic but not limited to anti-bribery and anti-corruption laws such as Prevention of
Corruption (Amendment) Act 2018 (PCAA), and appropriate standards and principles and have valid
authorizations, licenses and permits to carry out such business. I / We hereby represent and warrant to Tata
Play Limited that I / we have in place adequate policies, systems, controls, and procedures designed to comply
with all applicable domestic and international laws especially related to Anti-bribery law, all applicable domestic
and international laws and generally accepted standards of business ethics and conduct.
3. I / We will comply with all applicable laws and regulations that prohibit money laundering, support and
financing of terrorism and that require the reporting of cash and suspicious transactions. I / We will only
conduct business with customers involved in legitimate business activities, with funds derived from legitimate
sources.
4. I / We shall not, directly or indirectly, make, offer or promise to make or authorize provision of financial or
other advantages including any funds, services, gifts or entertainment, directly or indirectly to any person
holding position or otherwise, to or in favour of any third party, employees of Tata Play Limited, customers
or any government official or agency, in connection with the performance of this agreement/ work order /
contract or in connection with any other business transactions involving Tata Play Limited and / or its clients.
5. I / We will avoid any contracts that might lead to, or suggest, a conflict of interest between personal activities
and the business. I / We will neither give nor accept hospitality or gifts that might appear to incur an obligation.
6. I / We will follow the relevant International Trade Control (ITC) regulations of all countries in which I / we
operate as they relate to importing and exporting goods, technology, software, services and financial
transactions.
7. I / We understand the Prevention of Corruption Act 1988 (PCA), Prevention of Corruption (Amendment)
Act 2018 (PCAA), and similar anti-bribery laws including, without limitation, the OECD Convention on
Combating Bribery of Foreign Public Officials in International Business Transactions and the United Nations
Convention Against Corruption (wherever applicable) and Tata Play Limited prohibition of facilitating
payments and hereby agree not to engage in any activity which could lead to accusations of breach of PCA,
PCAA, or similar anti-bribery laws including the OECD Convention (wherever applicable) and Tata Play
Limited prohibition of facilitating payments.
8. I / We shall not take any action which places or is likely to place Tata Play Limited in violation of laws or
which could be detrimental to reputation and / or the business interests of Tata Play Limited. I / We shall not
either directly or indirectly take any action, make any offers or representations, enter into any Agreements (oral
or written) with any third party on behalf of Tata Play Limited without prior written approval from Tata Play
Limited.
9. I / We hereby agree that in the eventuality of me / us appointing a sub-contractor (with written approval of
Tata Play Limited), the sub-contractor shall also comply with this Tata Code of Conduct.
10. I / We hereby agree to indemnify Tata Play Limited with regard to any government or third-party investigations
related to or arising out of my / our alleged violation of this Code, the PCA, PCAA, or similar anti-bribery
laws including, without limitation, the OECD Convention.
11. I / We hereby agree to promptly report any violations of the Code to Tata Play Limited and further agree that
Tata Play Limited has / have a right to terminate the Agreement / Work Order / Contract and recover any
amounts thereto paid to me / us under the same. I / We hereby agree that I / we shall procure that my / our
employees and officers shall promptly give all assistance, information and explanations to Tata Play Limited
and its group companies or its employees and its professional advisors as they may reasonably request in this
regard.
12. I / We hereby agree that I / we shall not buy, sell or otherwise deal in Tata Play Limited securities if I / we
have inside information. I / We hereby agree that I / we shall not pass inside information to third parties as it
is not only a breach of confidentiality but also an offence.

46
UNDERTAKING
I / We hereby confirm that I have read and understood the Tata Code of Conduct for Intermediaries including
consultants / agents / business partners / vendors and undertake to comply with same and all the applicable
laws / statutes / directives or regulations and shall promptly notify you of any actual or suspected breach and
provide all required information in this regard. Upon the occurrence of an actual or suspected breach, we shall
promptly take all remedial actions as suggested by you and in the event of any failure to take such remedial
measures by us, this agreement/ work order / contract or any other business transactions shall be automatically
terminated with immediate effect without damages or other sanction.
Name of Distributor : Vaishnavi Enterprise
Name of the Authorised Signatory : Savan Maurya
Designation of the Authorised Signatory : Proprietor
Date : 14-07-2023
Signature & Seal :

47

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This stamp paper forms an integral part of DISTRIBUTION AGREEMENT dated 14-07-2023 executed between

Distribution Agreement between Tata Play Limited and Vaishnavi Enterprise

Distribution Agreement between Tata Play Limited and Vaishnavi Enterprise

TATA PLAY LIMITED (Formerly known as “Tata Sky Limited”), [CIN:

1 Vaishnavi Enterprise, a Proprietorship, having its office at C-6,Shilpika,Arjun

c) Notwithstanding anything contained herein, the Company shall not provideTata

Distribution Agreement between Tata Play Limited and Vaishnavi Enterprise

If to the Distributor: C-6,Shilpika,Arjun Ashram Road,Chandlodia,Ahmedabad-

For: TATA PLAY LIMITED For: VAISHNAVI ENTERPRISE

Authorized Signatory Authorized Signatory

Name: Mayank Agrawal Name: Savan Maurya

Designation: Vice President - Sales Designation: PROPRIETOR

Distribution Agreement between Tata Play Limited and Vaishnavi Enterprise

Distribution Agreement between Tata Play Limited and Vaishnavi Enterprise

1.17 “Voucher” shall mean EVD and /or Physical vouchers.

4. SALE AND PURCHASE OF TATA PLAY PRODUCT

Distribution Agreement between Tata Play Limited and Vaishnavi Enterprise

5. SALE AND PURCHASE OF VOUCHERS

Distribution Agreement between Tata Play Limited and Vaishnavi Enterprise

5.8 Distributor undertakes to adhere to the following conditions:

Distribution Agreement between Tata Play Limited and Vaishnavi Enterprise

6. OBLIGATIONS OF THE DISTRIBUTOR

Distribution Agreement between Tata Play Limited and Vaishnavi Enterprise

6.2 Information Security Measures, Approvals and Security Standards

6.3 Data Protection

(iii) The Distributor agrees and warrants that it shall:

Distribution Agreement between Tata Play Limited and Vaishnavi Enterprise

6.4 Systems and Reporting

6.5 Inspection and Audit

6.6. Tata Code of Conduct, Standards of Business Conduct and Ethics

Distribution Agreement between Tata Play Limited and Vaishnavi Enterprise

6.7 Service Levels

6.8 Incentives and Disincentives

7. REPRESENTATIONS, WARRANTIES AND COVENANTS

(a) it is duly incorporated and validly existing under Applicable Law;

Distribution Agreement between Tata Play Limited and Vaishnavi Enterprise

7.2 The Company represents and warrants that:

(a) it is duly incorporated and validly existing under Applicable Law;

Distribution Agreement between Tata Play Limited and Vaishnavi Enterprise

9. INTELLECTUAL PROPERTY RIGHTS

Distribution Agreement between Tata Play Limited and Vaishnavi Enterprise

(c) Insurance against Force Majeure Event(s).

Distribution Agreement between Tata Play Limited and Vaishnavi Enterprise

Distribution Agreement between Tata Play Limited and Vaishnavi Enterprise

13.2 Dispute Resolution:

Distribution Agreement between Tata Play Limited and Vaishnavi Enterprise

For: TATA PLAY LIMITED For: VAISHNAVI ENTERPRISE

Authorized Signatory Authorized Signatory

Name: Mayank Agrawal Name Savan Maurya

Designation: Vice President - Sales Designation: PROPRIETOR

Distribution Agreement between Tata Play Limited and Vaishnavi Enterprise

2. [Accessibility of the Distributor to existing or prospective customers];

4. Other commercial considerations not covered above.

Distribution Agreement between Tata Play Limited and Vaishnavi Enterprise

As communicated by Tata Play from time to time

Distribution Agreement between Tata Play Limited and Vaishnavi Enterprise

(a) Type of party / Rate structure applicable for the party

Distribution Agreement between Tata Play Limited and Vaishnavi Enterprise