iSAT Africa FZC - MSA

Master Service Agreement
between
iSAT Africa Ltd FZC
and
_____________________________________________________
iSAT/Customer/MSA/001 Page 1 of 25
INDEX
1 INTERPRETATION ...................................................................................... 3
2 TENURE ...................................................................................................... 5
3 SCOPE OF SERVICES AND SERVICE ORDERS ............................................ 5
4 GENERAL OBLIGATIONS OF THE CUSTOMER ............................................ 5
5 GENERAL OBLIGATIONS OF ISAT – ............................................................ 7
6 CONTENTS/ DATA ...................................................................................... 8
7 REPRESENTATION AND WARRANTIES ....................................................... 8
8 NO IMPLIED WARRANTY ............................................................................ 9
9 CONSIDERATION ...................................................................................... 10
10 PUBLICITY ................................................................................................ 10
11 INTELLECTUAL PROPERTY RIGHTS ......................................................... 10
12 INDEMNIFICATION ................................................................................... 11
13 CONFIDENTIALITY ................................................................................... 13
14 RELATIONSHIP OF PARTIES .................................................................... 14
15 LIMITATION OF LIABILITY ....................................................................... 14
16 REGULATION ............................................................................................ 15
17 ANNOUNCEMENTS .................................................................................... 15
18 RETURNING OF DOCUMENTS, DATA AND INFORMATION ......................... 16
19 TERMINATION .......................................................................................... 16
20 EFFECT OF TERMINATION ....................................................................... 17
21 SURVIVAL OF CLAUSES ............................................................................ 17
22 CONSEQUENTIAL DAMAGES ..................................................................... 18
23 PROHIBITION OF ASSIGNMENT ................................................................ 18
24 CUMULATIVE RIGHTS AND REMEDIES ..................................................... 18
25 ETHICS AND CODE OF CONDUCT ............................................................. 18
26 WAIVER .................................................................................................... 19
27 SEVERABILITY ......................................................................................... 19
28 NOTICES .................................................................................................. 19
29 GOVERNING LAW & JURISDICTION .......................................................... 20
30 ARBITRATION .......................................................................................... 20
31 FORCE MAJEURE ..................................................................................... 20
32 COUNTERPARTS AND CAPTIONS .............................................................. 21
33 REFERENCES TO STATUTES OR STATUTORY PROVISION ....................... 21
34 ENTIRE AGREEMENT ............................................................................... 21
35 LIST OF ANNEXURES ............................................................................... 21
ANNEXURE I SCOPE OF SERVICES .............................................................................. 21
ANNEXURE II ETHICS & BUSINESS CONDUCT ............................................................... 21
MASTER SERVICE AGREEMENT
Ref: iSAT/Customer/MSA/001
This Master Service Agreement (hereinafter the “Agreement”) is made

this………………day of…………………….2019.
BY AND BETWEEN
iSAT Africa Ltd. FZC, a company incorporated and whose registered office is Fujairah
Free Zone, with License Number 2526 and of P.O. Box 500459, Dubai Branch 105,
Building No. 10, Dubai Internet City, Dubai (hereinafter referred to as “iSAT” which
expression shall, unless repugnant to the context, mean and include its successors
and assigns) of the ONE PART;
AND
………………………………….. (CUSTOMER), a Private entity with registered office in

……………………………………………………………………….and of post office box number
………………………….(hereinafter referred to as “the Customer” which expression
shall, unless repugnant to the context, mean and include its successors and permitted
assigns) of the OTHER PART.
iSAT and the Customer shall be individually referred to as “Party” and jointly as
“Parties”.
WHEREAS iSAT is a service provider in the Satellite industry.

AND WHEREAS the Customer is a company engaged in the business of
telecommunications internationally.
AND WHEREAS the Customer has approached iSAT and has expressed its desire to
avail Services from iSAT as per the terms of this Agreement.
AND WHEREAS based on the representations mentioned herein, ISAT has agreed to
provide the services to the Customer and the Customer has agreed to avail the
Services from iSAT as per the terms and conditions detailed herein;
AND WHEREAS the Parties hereto are desirous of reducing in writing the
understanding arrived at between them.
NOW, THEREFORE, IN CONSIDERATION FOR THE MUTUAL PROMISES AND

OBLIGATIONS CONTAINED HEREIN THE PARTIES AGREE AS FOLLOWS:
1 INTERPRETATION
1.1 In this Agreement, except where the context otherwise requires, capitalised
words and expressions set out in the title clause and recitals above shall have
the meanings set out therein and the following words and expressions shall
have the following meanings:
“Affiliate” means, in relation to a Party, any corporation or other legal entity

which directly or indirectly through one or more intermediaries, controls, is
controlled by or is under the common control of a third party with such Party.
An entity controls another entity when it owns or controls, directly or indirectly,
more than fifty percent (50%) of the paid up and issued equity share capital of
the other entity or when it controls the composition of the majority of the Board
of Directors of such other entity.
“Agreement” means this Master Service Agreement together with all

appendices, annexure, etc., attached hereto or executed in connection with this
Agreement on any future date.
“Applicable Law” means any statute, law, regulation, ordinance, license, rule,
judgment, order, decree, bye-law, approval of any Authority, directive,
guideline, policy, requirement or other governmental restriction or any similar
form of decision of or determination by or any interpretation having the force of
law of any of the foregoing by any Authority having jurisdiction over the matter
in question, whether in effect as on the date of this Agreement or at any time
hereafter.
“Authority” shall mean any agency, authority, department, inspectorate,

ministry or public or statutory person (whether autonomous or not) of to which
a Party is subject.
“Business Day” means any day other than a Saturday, a Sunday or any public
holiday in UAE;
“Confidential Information” has the meaning given in Clause 13;
“Costs” mean direct losses, obligations, liabilities, damages, costs (including

external legal costs), interest, penalties and related expenses in each case of a
direct nature only.
“Effective Date” shall mean the date of signing of this Agreement by the last
party.
“Materials” means any systems, equipment, hardware, software, literary

works, specifications, design documents, processes, methodologies, programs,
program listings, programming tools, documentation, data bases, reports,
drawings and other items or work products and other tangible or intangible
assets to be used for the provision of Services.
“Direct Costs” refers to losses, liabilities, damages, costs (including external

legal costs), interest, penalties and related expenses arising as a result of failure
by a Party herein to fulfil any of its obligations under this Agreement and is
foreseeable and recoverable.
“Costs” mean direct losses, obligations, liabilities, damages, costs (including

external legal costs), interest, penalties and related expenses in each case of a
direct nature only.
‘Suspend” refers to temporary disconnection of the Services due to nonpayment

by the Customer, and furthermore during the suspension period the Customer
undertakes to fulfil its contractual obligations for the Initial Term and renewal
thereafter as defined under clause 2
“Services” means the services to be provided by iSAT to the Customer pursuant
to this Agreement as more particularly described in Annexure I hereto.
“Tax” means any direct or indirect tax, cess, rate, duty, or any other
transaction tax on sale, lease or on provision for any goods or services and
includes any excise duty, withholding tax, import duty, export duty or any other
tax or duty on manufacture, processing or making of any goods or services;
“Tenure” the tenure of this Agreement shall be as defined in Clause 2 of this

Agreement.
1.2 In this Agreement:
(i) headings are for convenience only and do not affect construction;
(ii) except where the context otherwise requires, references to one gender include
all genders and the singular includes the plural and vice versa;
(iii) except where the context otherwise requires, references to any enactment shall
include references to such enactment as re-enacted, amended or extended and
any sub-ordinate legislation made under it;
(iv) references to persons include companies, corporations, partnerships,

associations and other organisations whether or not having a separate legal
personality;
(v) except where otherwise indicated, reference to clauses, sub-clauses, recitals

and annexures shall mean reference to clauses, sub-clauses, recitals and
annexures of this Agreement;
(vi) "including" means "including without limitation";
(vii) if the day on which any act, matter or thing is to be done under or pursuant to
this Agreement is not a Business Day, then that act, matter or thing shall be
done on the Business Day immediately succeeding such day.
2 TENURE
This Agreement shall commence from the Effective Date and shall subsist
unless terminated in accordance with the terms and conditions mentioned
herein.
3 SCOPE OF SERVICES AND SERVICE ORDERS
3.1 The Customer shall submit a duly executed form in the prescribed format for
availing the Service. The executed form shall form an integral part of this
Agreement and is annexed hereto as Annexure-I.
3.2 The Services to be delivered under this Agreement shall be strictly governed by
the terms and conditions of this Agreement and its annexures.
3.3 Any change to this Agreement shall be made in writing and effective only after
the same has been executed by duly authorized representatives of both Parties.
4 GENERAL OBLIGATIONS OF THE CUSTOMER
4.1 The Customer shall be solely responsible for the content of the voice and data
transmitted and carried through the resources/Services provided by iSAT and
the Customer shall use the same in accordance with all applicable statutory or
regulatory rules, regulations and guidelines. The Customer shall not use the
resources/Services for sending any data or messages which is/are offensive,
abusive or indecent and obscene or in violation of any Applicable Law. The
Customer shall be solely liable and responsible for any breach of the aforesaid
obligation and no liability arising from such breach shall fasten on iSAT and for
the avoidance of doubt, the Customer shall indemnify iSAT and hold iSAT
harmless in this regard.
4.2 The Customer shall not directly or indirectly reproduce, distribute, publish,
copy, download or otherwise exploit any content belonging to a third party,
which is protected by copyright or other intellectual property rights, unless the
Customer owns or controls the relevant rights thereto or has obtained all the
requisite licenses and approvals in connection with such use.
4.3 The Customer acknowledges, agrees and unconditionally and irrevocably

authorizes iSAT to access, copy, amend or delete any content uploaded by the
Customer through use of the Services, if the same is in the sole opinion of iSAT,
which opinion shall be final, defamatory or in breach of any legal or regulatory
provisions.
4.4 The Customer shall not use the network for anti-national activities or in such a
manner which would endanger or make vulnerable a networked infrastructure
(including acts of break-ins (hacking) of any networks or web sites) and
indemnifies iSAT in this respect.
4.5 The Customer shall not modify, rearrange, disconnect, remove, relocate or
replace or permit any of its employees or agents or third party to modify,
rearrange, disconnect, remove, relocate or replace the network installed by
iSAT.
4.6 Title to Materials owned and provided by iSAT to the Customer in connection
with the Services to be provided hereunder shall remain with iSAT throughout
the Tenure. However, the title of Materials sold by iSAT to the Customer shall
remain with iSAT only until such time that all such Materials have been fully
paid for by the Customer.
4.7 The Customer shall, at all times, co-operate with and provide support to iSAT’s
representatives and grant them access, on reasonable notice, in situations
where it is practicable for iSAT to give the Customer notice or grant them
access immediately where it is not practicable for iSAT to give the Customer
notice, to the related sites, office areas and other facilities to install iSAT’s
Materials and to periodically inspect the network and iSAT’s Materials, for
problem diagnosis and isolation of faults. Subject to reasonable security
restrictions, the Customer shall also grant authorized representatives of iSAT
access to all and/or any Materials. The Customer shall, further, grant third
parties so authorized by iSAT to carry out its obligations under this Agreement,
access to the aforementioned premises.
4.8 The Customer shall give access to iSAT or its authorized representative to
sources of electrical power, water and any other necessary utilities and facilities
or to the Customer's premises which may be required in order for iSAT to
provide the service efficiently, provided always that iSAT or its authorized
representative always acts under the Customer’s reasonable supervision.
4.9 The Customer shall maintain the installation site in good operating condition
(including temperature, vibration, humidity, interference and others) as
required by the manufacturers of ISAT’s Materials. Such operating parameters
for the Material shall be provided in writing and/or orally or through any other
form of communication by ISAT together with the Material and the Customer
shall not be held liable for a failure to maintain such operating parameters
where such instructions have not been provided by ISAT to the Customer.
4.10 The Customer shall, without demur, reimburse all and/or any reasonable Costs
incurred by iSAT due to the Customer's and/or any of its associated parties’
failure to comply with any of the Customer’s regulatory obligations.
4.11 Upon delivery of the Material by iSAT to the Customer’s premises, any
subsequent transfer of the Material shall be the responsibility of the Customer
and any damage or loss caused after delivery of the same to the Customer in
good condition shall be the Customer's sole responsibility. The Customer shall
be responsible for adequately insuring the Materials against loss or damage
with a reputable insurer, including loss or damage in transit and shall furnish
to iSAT certified copies of the valid insurance policy or policies taken out by it
for the same.
4.12 Any equipment, facilities and Materials furnished by the Customer shall have
operating characteristics such that its use shall facilitate provision of the
Service and shall not in any way interfere with any of iSAT's Services nor
endanger or cause loss or harm to iSAT's employees, agents, contractors and/or
other customers.
Any failure on the Customer’s part to fulfill its obligations as mentioned in this
Clause 4 shall be deemed to be a material breach of the terms of this
Agreement.
5 GENERAL OBLIGATIONS OF ISAT
iSAT warrants that:

(i) the Service shall be provided in accordance with the terms of this Agreement
and with all of the reasonable care as may be required for the same;
(ii) the delivery of the Services under this Agreement will be in conformity with
Applicable Law, rules, regulations, codes and ordinances which may govern or
regulate the Services during the Tenure; and
(iii) it shall not permit any of its employees and/or agents to improperly access
and/or use the Customer’s data for any purpose except as provided in this
Agreement.
Any failure on iSAT’s part to fulfill its obligations as mentioned in this Clause 5
shall be deemed to be a material breach of the terms of this Agreement.
6 CONTENTS/ DATA
6.1 iSAT shall in no case be responsible towards the Customer for damages to or
loss of data, information or other content in the course of implementation of the
Service, save where any such loss is caused due to iSAT’s sole and proven
negligence. In addition, iSAT shall not be responsible towards the Customer for
malfunction or interruptions in the Services caused by the actions of third party
carriers, other third parties or Force Majeure as defined in clause 31 hereunder.
The Customer understands and agrees that iSAT is a service provider of

telecommunication services and that iSAT does not audit, select or modify the
information contained in these transmissions, except as required by law. In the event
that a Court of competent jurisdiction makes any award of damages against iSAT
(and/or its officers, employees, Affiliates and their agents) with regard to a copyright
infringement or any type of intellectual property claim, defamation claim, claim of
publication of obscene, indecent, pornographic, offensive, racist, unreasonably violent,
threatening, intimidating or harassing material and/or claim of infringement of data
protection, privacy, criminal or other legislation attributable to any fault on the part of
the Customer or the Customer’s employees, agents, contractors, its customers or
other third parties claiming under the Customer, then the Customer agrees to fully
indemnify and hold harmless iSAT, its officers, employees, Affiliates and agents from
and against any such damage and/or any Costs or expense incurred in connection
therewith.
7 REPRESENTATION AND WARRANTIES
Each Party represents and warrants that:
(iv) It has all requisite power and authority to execute, deliver and perform its
obligations under this Agreement and, further, that it has been fully authorized
by all requisite corporate actions to do so;
(v) It has all necessary statutory and regulatory permissions, approvals, licenses
and permits for running and operating its establishment and conducting its
business;
(vi) It has full right, title and interest in and to all trade names, trademarks, service
marks, logos, symbols and other proprietary marks (collectively “Intellectual
Property” or “IP”), which it provides to the other Party, for use related to the
Services (including limited right of use of the IP owned by any of its vendors,
affiliates or subcontractors) and that, any IP provided by a Party will not
infringe the right of any third party;
(vii) It will provide such cooperation as the other Party reasonably requests in order
to give full effect to the provisions of this Agreement.
(viii) The execution and performance of this Agreement by either of the Parties does
not and shall not violate any provision of any existing arrangement, law, rule,
regulation, order or judicial pronouncement.
(ix) It shall maintain high professional standards to ensure a good reputation

within the industry and act in a manner consistent with the engendering and
furtherance of goodwill with customs and other authorities of the countries in
which the Service is provided.
Any misrepresentation made by either Party in this Clause 7 shall be deemed to
be a material breach of the terms of this Agreement by that Party.
8 NO IMPLIED WARRANTY
Except as provided in this Agreement there are no other express or implied

warranties, representations, undertakings or conditions.
9 CONSIDERATION
9.1 iSAT shall raise invoices for the Services on the basis of the fees and criteria
laid down in Annexure-I. All invoices shall be payable by the Customer in
accordance with Annexure-I.
Where Annexure-I is silent on the terms of payment, the invoice(s) shall
become due and payable within thirty (30) days from the date of the invoice.
9.2 Nonpayment of the invoices raised by iSAT to the Customer, within the time
frame specified in clause 9.1, shall be deemed to be a material breach of the
terms of this Agreement by the Customer and in addition, iSAT shall be entitled
to suspend the Services under this Agreement for non-payment in accordance
with Clause 19.4 (without prejudice to any rights that may have accrued to
either of the parties prior to such suspension or as a result of such
suspension).
9.3 Unless otherwise expressly specified under the Service Order Form (Annexure
1);
i) The fees and all other sums due and/or relating charged by iSAT are
exclusive of VAT, or any form of Tax payable by the Customer, and the
same shall be for the account of Customer;
ii) all payments to be made by the Customer shall be paid free and clear
from any deductions, set-offs or counterclaims including but not limited
to any form of Tax.
10 PUBLICITY
Except as expressly permitted in writing by an authorized representative of the

other Party, neither Party would be entitled to use the other Party’s name, trade
mark and/or logo in any external communication or marketing material.
11 INTELLECTUAL PROPERTY RIGHTS
11.1 The Parties acknowledge and agree that:
11.1.1 nothing in this Agreement shall confer or be deemed to confer on either Party,
any right, title or interest in the other Party's IP and each Party hereby
acknowledges that it shall not acquire any right, title or interest in respect
thereof;
11.1.2 all IP which may hereinafter be disclosed by a Party to the other Party shall,
notwithstanding such disclosure, remain the exclusive property of the
disclosing Party and the other Party shall not use or authorize the use of any
such IP otherwise than as expressly permitted by this Agreement and for the
purposes stated herein;
11.1.3 both Parties agree to maintain and protect the IP belonging to the other Party,
at all times, and not to do or cause to be done or permit any activity that may
prejudice or damage the other Party’s ownership/right to the IP and/or the
goodwill associated thereto. Either Party’s breach of this sub-Clause 11.1.3
shall constitute a material breach of this Agreement, entitling the other Party to
terminate this Agreement in accordance with clause 19 hereof;
11.1.4 each Party shall co-operate fully with the other Party to protect the other Party’s
IP and, in particular shall, on becoming aware of the same, promptly notify the
other Party of any actual or potential infringements, claims or actions brought
by or against third parties in relation to such IP. Each Party shall be solely
responsible for the registration, protection and/or enforcement of its IP rights
and shall bear all cost relating thereto;
11.1.5 either party shall not make any admission, attempt to settle or otherwise
contact any third party in respect of any claim without the written consent of
the other Party;
11.1.6 if a third party claims that the Material provided by iSAT to the Customer under
this Agreement or the services provided by iSAT hereunder, misappropriate or
infringe such third party’s Intellectual Property or proprietary rights, iSAT shall
defend and hold the Customer harmless from and against any such claim/action
and shall pay all costs, damages, liabilities and all related expenses, that a
Court may finally award or as may be agreed in an out of Court settlement.
11.2 If a third party claims that the Materials provided by the Customer to iSAT
under this Agreement misappropriate or infringe such third party’s, Intellectual
Property or proprietary right, the Customer shall defend and hold iSAT harmless
from and against any such claim and action and shall pay all costs, damages,
liabilities and all related expenses, that a Court may finally award or as may be
agreed in an out of Court settlement.
11.3 The Customer acknowledges that iSAT’s obligations to perform the Services will
be impacted when the Customer’s Materials are subject to an injunction or
Court Order precluding their use. In such event, iSAT will use commercially
reasonable efforts to continue performing the Services using non-infringing
Materials to the extent the Customer makes such items available but will not be
penalized or held responsible, in any manner whatsoever, for any damages or
service level credits, etc. caused by the affected items during such periods of
suspension, provided that the Customer avails a certified copy of such
injunction or court order to iSAT as soon as is practically possible.
A breach of any of the provisions of this Clause 11 by either Party shall be

deemed to be a material breach of the terms of this Agreement by that Party.
12 INDEMNIFICATION
12.1 General Indemnity. Each Party shall defend, indemnify and hold harmless the
other Party and its respective officers, directors, employees, Affiliates and
agents from and against all claims, actions, judgments, costs, demands,
penalties, suits, liabilities, losses, damages and all related expenses based on:
(i) bodily injury (including death) caused by that Party’s negligent acts or
omissions;
(ii) damage to tangible, personal or real property, to the extent that such injury or
damage arises from the negligence of or breach of this Agreement by the
indemnifying Party;
(iii) damage to or loss of the indemnified Party’s Materials and/or, Confidential

Information caused by the indemnifying Party;
(iv) claims by Government regulators and/or agencies for fines, penalties, sanctions
or other remedies arising from or in connection with that Party’s failure to
comply with its regulatory obligations.
(v) any claim or action by a Party’s employee(s) and/or agent against the other
Party under any employment related laws and/or regulations applicable to the
Party under Applicable Law.
(vi) any third party claim on account of a breach of confidentiality, IP and security
of data, including any breach occurring as a result of acts of omissions or
commission of that Party’s employees, agents and/or sub contractors;
(vii) any claim occurring on account of proven gross negligence or willful

misconduct of its employees, agents and/or subcontractors in relation to this
Agreement.
(viii)any claim occurring on account of default in payment of that Party’s tax

obligations.
12.2 The Customer shall indemnify, defend and hold iSAT harmless from any and/or
all claims, actions, demands, penalties, suits, liabilities, losses, damages
and/or costs on account of any misuse and/or unauthorized use of iSAT’s
premises, iSAT’s Materials and/or the Services by the Customer’s employees,
agents, subcontractors and/or any third person acting on behalf of the
Customer or under the control and/or direction of the Customer. iSAT will
indemnify, defend and hold the Customer harmless from any and all claims,
actions and Costs on account of any misuse or unauthorized use of the
Customer’s premises by iSAT’s employees, agents, subcontractors or any third
person acting on behalf of iSAT.
12.3 Each Party shall indemnify, defend and hold the other Party harmless from any
and all claims, actions, penalties, demands, suits, liabilities, losses, damages
and/or costs on account of any violation by that Party of any of its obligations
under this Agreement.
12.4 Notwithstanding anything contained in this Agreement, iSAT shall have no

obligation towards the Customer and/or its Affiliates and/or any third party as
regards the Services rendered under this Agreement, to the extent the Services
are affected by the quality/appropriateness/compatibility of the Materials
bought and/or supplied by the Customer and/or its Affiliates. Further, iSAT
shall not, in any manner, be held responsible for any breach of contract by the
Customer with any of its own clients, strategic partners, suppliers and/or
Affiliates.
12.5 Each Party agrees that this Agreement and the Services rendered hereunder are
subject to the compliance of the terms, conditions and/or restrictions appearing
herein and that the same are applicable to and binding on both Parties. If the
Services are to be extended by iSAT in countries other than African countries
through the services provided by another service provider, iSAT may inform the
Customer of such extension and the terms and conditions prescribed or
stipulated by such services provider(s) shall be applicable to the Customer and
the Customer would be required to comply with the same.
13 CONFIDENTIALITY
13.1 The Parties acknowledge and agree that in connection with this Agreement,
each Party will have access to information relating to the other Party’s or its
Affiliate’s business affairs, operations, products, processes, methodologies,
formulae, plans, projections, know-how, IP, market opportunities, suppliers,
customers, marketing activities, sales, software, computer and
telecommunications systems, costs and prices, wage rates and records
pertaining to finances and personnel (“Confidential Information”) and hereby
agree not to disclose any Confidential Information to any third party and not to
use any such Confidential Information for any purpose other than as strictly
required for the performance of this Agreement. All such Confidential
Information is and shall remain the exclusive property of the disclosing Party
and no license shall be implied to be granted with respect to such Confidential
Information by reason of the other Party’s access to such Confidential
Information.
13.2 Each Party agrees to protect the Confidential Information of the other with the
same standard of care and procedures used by it to protect its own Confidential
Information of similar importance and by using at least a reasonable degree of
care.
13.3 Each Party undertakes to use all precautions required to enable it to comply
with all the terms of this Agreement and to ensure similar compliance of the
same by of its employees/ personnel.
13.4 Exclusions: The receiving Party shall be relieved from this obligation of
confidentiality to the extent that any such information:
i) was in the public domain at the time it was disclosed or has come in the
public domain through no fault of the receiving Party;
ii) is trivial or obvious;
iii) was independently known to the receiving Party, without restriction, at

the time of disclosure;
iv) was disclosed by the receiving Party with the prior written approval of the
disclosing Party;
v) was independently known by the receiving Party without any use of the
disclosing Party's Confidential Information and/or by employees and/or
other agents of the receiving Party who have not had access to any of the
disclosing Party's Confidential Information;
vi) becomes independently known to the receiving Party, without restriction,

from a source other than the disclosing Party.
13.5 The Parties agree that the terms and conditions of this Agreement shall be
treated as Confidential Information and that no reference to the terms and
conditions of this Agreement or to activities pertaining thereto can be made in
any form without the prior written consent of the other Party. Provided,
however, that the general existence of this Agreement shall not be treated as
Confidential Information. Further, either Party may disclose the terms and
conditions of this Agreement:
i. if required by any Court or other governmental/ regulatory body;
ii. if otherwise required by law;
iii. to its legal counsel/ arbitrators;
iv. in confidence, to accountants, banks, proposed investors and/or alliance

partners and financing sources and/or their advisors;
v. in confidence, in connection with the enforcement of this Agreement or

rights under this Agreement;
vi. in confidence, in connection with a merger or acquisition or proposed

merger or acquisition, or the like.
13.6 The Parties agree and acknowledge that a breach of any of the provisions of this
Clause 13 by either Party shall be deemed to be a material breach of the terms
of this Agreement by that Party.
13.7 Injunctive Relief: The Parties acknowledge that monetary damages may not be
a sufficient remedy for the unauthorized disclosure of any Confidential
Information and that the Parties shall be entitled, without waiving any other
rights or remedies, to such injunctive or equitable relief as may be deemed
proper.
13.8 This Clause shall survive the termination of this Agreement.
14 RELATIONSHIP OF PARTIES
The Parties agree that this Agreement is being entered into on a Principal to
Principal basis and that the Customer is an independent entity and not an
agent and/or employee of iSAT. The relationship between the Parties is a
business relationship and does not create a relationship of agency, partnership,
joint venture, employment and/or franchise between the Parties. A Party has no
authority to bind, to contract in the name of or to create a liability for the other
Party in any way or for any purpose.
15 LIMITATION OF LIABILITY
In no event shall either Party’s liability to the other under this Agreement be
more than the annual amount of payment received under this Agreement by
iSAT from Customer in the previous financial year or in the event that there will
be no annual amount of payment received under this Agreement by iSAT from
the Customer in the previous financial year as contemplated above, then in no
event shall either Party’s liability to the other under this Agreement be more
than USD. 10,000.00.
16 REGULATION
16.1 This Agreement is made expressly subject to all Applicable Laws, orders,
approvals, directives and regulations of any regulatory body having jurisdiction
over the subject matter hereof. If this Agreement or any of its provisions, shall
be found contrary to or in conflict with any such order, rule, regulation,
directive or law, the Agreement or such provision(s) shall be modified to the
extent necessary to comply with any such order, rule, regulation, directive or
law and in such manner as is consistent with the form, intent or purpose of this
Agreement.
16.2 Each Party shall obtain and maintain all respective permissions, licenses and
authorities which may, from time to time, be required by it in connection with
the performance of this Agreement.
16.3 In performing their obligations under this Agreement, each Party shall comply
with Applicable Law, rules and regulations of governmental/ regulatory entities
having jurisdiction over such performance.
16.4 The Customer shall ensure that the use of the Services shall be in compliance
with all rules, regulations, guidelines and laws governing the same in the UAE.
16.5 iSAT shall ensure that the provision of the Services shall be in compliance with
all rules, regulations, guidelines and laws governing the same in the UAE.
16.6 iSAT may, at its sole discretion, make alterations to the Service to make the
same compliant with changed safety standards or governmental regulations
during the Tenure or to make the Services non-infringing with respect to any
patent, copyright and/or other proprietary interest. iSAT will provide the
Customer with reasonable notice of such changes where they may affect the
Customer. Where any such alterations have a drastic detrimental effect on the
provision and quality of the Services, the Parties may mutually agree on a pro-
rated reduction in the charges for such affected Services,
17 ANNOUNCEMENTS
17.1 Neither Party shall disclose the fact or subject matter of this Agreement unless
it first obtains the other Party's written consent, which consent shall not be
unreasonably withheld or delayed. Notwithstanding the foregoing, (i) the Parties
may create a mutually agreed press release to announce the formation of iSAT
and the Customer’s relationship, and (ii) the Customer and iSAT may include
the other’s name in a pre-approved, non-confidential, general description of the
work performed under this Agreement, as a reference for other potential
customers of the Customer or iSAT and/or their Affiliates.
17.2 This Clause does not apply to a public announcement, communication or

circular required by Applicable Law, by a rule of a listing authority by which the
relevant Party's shares are listed, by a stock exchange on which that Party's
shares are listed or traded or by a governmental entity or Authority with
relevant powers to which that Party is subject or submits, provided that the
public announcement, communication or circular shall so far as is practicable
be made after consultation with the other Party and after taking into account
the reasonable requirements of the other Party as to its timing, content and
manner of making and/or dispatch.
18 RETURNING OF DOCUMENTS, DATA AND INFORMATION
Upon written request of the disclosing Party at any time during the Tenure or
upon termination, the receiving Party must, at the option of the disclosing
Party:
i) promptly return all Confidential Information, documents, data and/or

other information (or the part thereof required in such request) (including
copies) to the disclosing Party in a format and/or on media reasonably
requested by the disclosing Party; or
ii) destroy that Confidential Information, documents, data and other

information (including copies) in manner specified by the disclosing Party
(other than such copies required to be kept by the receiving Party by law)
and promptly certify to the disclosing Party in writing that it has done so;
provided, however, that the receiving Party may retain, in the sole custody of its
legal counsel, certain categories of Confidential Information, documents, data
and other information identified to the requesting Party and which are
reasonably necessary to substantiate compliance with this Agreement or
otherwise required for financial, operational and/or auditing purposes. Any
such items will remain subject to the confidentiality obligations of this
Agreement. When such retained information is no longer reasonably required, it
shall be, according to the instruction received in that behalf, either returned to
the requesting Party or destroyed, with written certification thereof being given
to the requesting Party.
19 TERMINATION
19.1 Either Party shall have the right to terminate this Agreement forthwith on
immediate written notice thereof to the other Party, in the event of the
following:-
i) Insolvency of the other Party or if the audited financial results of the

business of the other Party discloses that the total liabilities of the
business of the other Party exceeds all its assets.
ii) If the other Party enters into an arrangement or composition with its
creditor(s) or if legal proceedings are instituted against the other Party by
its creditors.
iii) If a resolution is passed to wind-up the other Party’s business.
iv) Failure of the other Party to obtain or maintain any license necessary for
the conduct of the business of the other Party pursuant to this
Agreement.
19.2 Either Party (“the Non Breaching Party”) may terminate this Agreement for a
material breach by the other Party (“the Breaching Party”) as per the process
set forth in this Clause. The Non-Breaching Party will provide the Breaching
Party with written notice of any material breach as soon as it occurs, describing
in detail the nature of the material breach. Following receipt of such notice the
Breaching Party will have an opportunity to remedy the material breach within
45 days of receipt of the same. If the material breach is not cured during the
remedy period agreed (or as set forth above) the Non-Breaching Party shall be
entitled to terminate this Agreement forthwith, without providing the breaching
Party any further written notice for the same.
19.3 Notwithstanding anything else in this Agreement, in the event a Force Majeure
event continues beyond forty-five (45) days the Parties shall mutually decide
whether to continue with the Agreement or terminate the same.
19.4 If the Customer has any overdue payments towards iSAT during the
subsistence of this Agreement for fifteen (15) days or more from the date of
notice of the overdue payment, iSAT may suspend the Services forthwith at its
sole discretion. Further, iSAT will be entitled to charge interest of two percent
(2%) per month, compounded monthly, on all unpaid amounts from the date
when the amount in question was due until but excluding the date when it is
received.
20 EFFECT OF TERMINATION
20.1 In the event the Agreement is terminated, the following shall be the
consequences:
i) Unless otherwise agreed in writing by the Parties, all or any sums payable
under this Agreement, and which are unpaid at the date of termination, shall
forthwith become due and payable by the Customer.
ii) The provisions of this Agreement shall, to the extent stated or necessarily
implied, survive the termination thereof.
iii) Unless otherwise provided in this Agreement, termination is without prejudice

to any other right or remedy of the Parties. Termination of this Agreement does
not release either Party from any liability which, at the time of termination, has
already accrued to the other Party or which may accrue in respect of any act or
omission prior to termination or from any obligation that is expressly stated to
survive the termination.
20.2 Each Party shall return all the property belonging to the other Party including
any data, information, files of completed or unfinished work as soon as is
practically possible and shall have no lien over the property of the other Party.
21 SURVIVAL OF CLAUSES
Subject always to Applicable Law, termination or expiration of this Agreement

for any reason (i) shall not relieve either Party of its obligations with respect to
the provisions related to IP and confidentiality, (ii) shall not relieve either Party
of any obligation which expressly or by implication survives termination
(including but not limited to Clauses relating to Indemnification, Taxes,
Confidentiality and Arbitration).
In addition to the above mentioned sub-clauses, any other provision which by

its content is intended to survive the performance, termination, expiration or
cancellation of this Agreement shall so survive, without limiting the
abovementioned sub-clauses in any manner.
22 CONSEQUENTIAL DAMAGES
Neither Party and/or its respective Affiliates shall, under any circumstances,
whether based on contract, warranty, negligence, strict liability or otherwise, be
held liable for any special, consequential, indirect, incidental or punitive
damages of any kind or character, including but not limited to loss of profits or
revenues, loss of product, loss of use, cost to capital and the like, arising out of
or related to any performance or breach of this Agreement. The Parties
specifically acknowledge that the pricing provisions of this Agreement reflect
such allocation of risk and limitation of liability.
23 PROHIBITION OF ASSIGNMENT
Neither this Agreement nor any interest of a Party herein (including any interest
in moneys belonging to or which may accrue to either party) may be assigned,
subcontracted, pledged, transferred or hypothecated without the prior written
consent the other Party, which consent shall not be unreasonably withheld or
delayed. Any attempted assignment in violation hereof shall be null and void
PROVIDED ALWAYS THAT iSAT may assign this Agreement to any of its
Affiliate without the consent of the Customer. This Agreement shall bind and
inure to the benefit of the Parties and their respective successors and assigns.
24 CUMULATIVE RIGHTS AND REMEDIES
Except as otherwise specified herein, the rights and remedies of the Parties
under or pursuant to this Agreement are cumulative, may be exercised as often
as the relevant Party considers appropriate and are in addition to their
respective rights and remedies under general law.
25 ETHICS AND CODE OF CONDUCT
25.1 The Parties will conduct all their dealings in an ethical manner and with the
highest business standards.
25.2 The Parties will provide all possible assistance to each other in order to
investigate any possible instances of unethical behavior or business conduct
violations by an employee of the other. Each Party will forthwith disclose any
breach of these provisions that comes to its knowledge to allow for timely action
for prevention and detection of unethical behavior.
25.3 The Customer will adopt appropriate processes to prevent offering of any illegal
gratification in the form of bribes or kickbacks either in cash or in kind in the
course of all dealings with iSAT. Any instances of such violations will be viewed
in a serious manner and iSAT reserves the right to take all appropriate actions
or remedies as may be required under the circumstances.
25.4 The Customer is required to confirm its compliance to ethical dealings by

signing a certificate to this effect as per iSAT’s standard certificate annexed
hereto as “Annexure II”.
A breach of any of the provisions of this Clause 25 by either Party shall be

deemed to be a material breach of the terms of this Agreement by that Party.
26 WAIVER
Failure to enforce compliance with any term or condition of this Agreement

shall not constitute a waiver of such term or condition or the right to
subsequently enforce the same. No waiver, by either Party, of any provision of
this Agreement shall, in any event, become effective unless the same shall be in
writing and such waiver shall be effective only in the specific instance described
and for the purpose that the waiver is given.
27 SEVERABILITY
It is the desire and intent of the Parties that the terms, provisions and
covenants contained in this Agreement shall be enforceable to the fullest extent
permitted by Applicable Law. If any such term, provision or covenant or the
application thereof to any person or circumstances shall, to any extent, be
construed to be invalid or unenforceable in whole or in part, then such term,
provision or covenant shall be construed in a manner as to permit its
enforceability under Applicable Law to the fullest extent possible. In any case,
the remaining provisions of this Agreement or the application thereof to any
person or circumstances, other than those that have been held invalid or
unenforceable, shall remain in full force and effect.
28 NOTICES
28.1 Except as specifically provided elsewhere in this Agreement, all notices required
or permitted to be given under this Agreement shall be in writing and shall be
sufficient, if made: (i) by personal delivery, (including delivery by any
commercial delivery service with acknowledgment received); or (ii) by registered
or certified mail, postage prepaid, fax, electronically (by email) and return
receipt requested at the respective addresses set forth below. Such notice shall
be deemed received, in the case of personal delivery, on the date upon which
such notice is so actually delivered; or if the notice is given by registered or
certified mail, two (2) days after the date upon which it is deposited in the mail;
shall be deemed to be the date of such notice, irrespective of the date appearing
therein. In the case that the notice is given by fax or electronically (by email) the
same shall be deemed to be delivered on the date of transmission PROVIDED
ALWAYS THAT if the notice is sent by fax or electronically (by email) the same
shall be immediately followed by a hard copy of the notice sent to the recipient.
28.2 All notices shall be sent to the respective addresses of the Parties as provided
for below or to any other address as either Party may advise the other Party by
prior notice:
(i) to the Customer-

Marked for the attention of:
Physical address:
Postal Address:
Fax number:
Email address:
(ii) to iSAT-
Managing Director
Postal Address:
105, Building 10, Dubai Internet City,
P.O. Box 500459, Dubai.
Fax number: +97143695050
Email address: info@isatafrica.com
29 GOVERNING LAW & JURISDICTION
This Agreement shall be governed by the laws of England and Wales and the
Courts of England and Wales shall have exclusive jurisdiction over the matters
relating to or arising from this Agreement.
30 ARBITRATION
30.1 For any and all disputes, controversies and conflicts (“Disputes”) arising out of
this Agreement, the Parties shall resolve to settle the Dispute/s through mutual
negotiation and discussions. In the event that the said Dispute/s are not settled
within 30 days of the arising thereof, such Dispute/s shall be finally settled in
the UK under the Arbitration Rules of the International Chamber of Commerce.
The place of arbitration shall be England and the language used in the arbitral
proceedings shall be English. Arbitration shall be conducted by a sole
arbitrator.
30.2 The sole arbitrator shall be appointed in terms of the rules framed by the
Arbitration Rules of the International Chamber of Commerce.
30.3 The arbitral award shall be in writing and shall be final and binding on both
Parties and shall be enforceable in a Court of competent jurisdiction. None of
the Parties shall be entitled to commence or maintain any action relating to any
Disputes arising out of this Agreement in a Court of law, except for the
enforcement of an arbitral award or as permitted under the Arbitration Rules of
the International Chamber of Commerce.
30.4 Pending the submission to arbitration and thereafter, till the tribunal renders
its award or decision, the Parties shall, except in the event of termination of this
Agreement or in the event of any interim order/award being granted by the
tribunal, continue to perform their obligations under this Agreement.
30.5 Notwithstanding the provisions of this clause, any aggrieved Party shall, in
addition to other rights and remedies available to the aggrieved party, be
entitled to specific performance and injunctive and other equitable relief in
respect of a breach of this Agreement.
31 FORCE MAJEURE
31.1 Except as provided herein, no Party shall be liable to the other for any delay in
the performance or any non-performance of any of its obligations hereunder
(other than an obligation to make payment hereunder) and shall not be liable
for any loss or damages caused thereby where the same is occasioned by any
cause whatsoever that is beyond its control including but not limited to an act
of God, war, civil disturbance, requisitioning, governmental or parliamentary
restrictions, prohibitions or enactment’s of any kind, import or export
regulations, exchange control regulations, meteorological or astronomical
disturbances, breakdown of machinery, fire, under water cable cuts or accident,
shipwrecks, national telecommunications failures, national emergencies, non
availability of vessels or transport.
31.2 The Party affected by Force Majeure shall take all necessary steps to mitigate
the event of Force Majeure. The Customer shall not be liable to pay charges for
the period when the Services are unavailable due to a Force Majeure event.
32 COUNTERPARTS AND CAPTIONS
This Agreement may be executed simultaneously in any number of

counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
33 REFERENCES TO STATUTES OR STATUTORY PROVISION
References to any statute or statutory provisions shall include references to

such statutes or statutory provision as existing or as may be subsequently
amended, re-enacted or modified in their application by any other statutes or
statutory provision (whether before or after the date hereof) and shall include
sub-ordinate legislation or rules made under the relevant statute.
34 ENTIRE AGREEMENT
34.1 This Agreement and the respective order service forms contains the entire
Agreement between the Parties with respect to the subject matter hereof and
there are no further or other promises, representations, warranties or
agreements or understandings, whether written or oral, except as contained
herein.
34.2 In the event of any inconsistencies between the main body of this Agreement
and the Annexures hereto, the order of precedence shall be as follows: (i) Main
body of the Agreement, ii) Annexures (including Terms and Conditions under
SOF).
35 LIST OF ANNEXURES
ANNEXURE I Service Order Form

ANENXURE II Schematic Diagram on service delivery
ANNEXURE III Ethics & Business Conduct
IN WITNESS WHEREOF THE PARTIES TO THIS AGREEMENT HAVE SET THEIR
RESPECTIVE HANDS ON THE DAY AND YEAR FIRST HEREINABOVE
MENTIONED.
SIGNED AND DELIVERED SIGNED AND DELIVERED

On behalf of iSAT Africa Ltd FZC by On behalf of
its authorized signatory …………………………………..by its
authorized signatory
………………… …………………….
NAME: Rakesh Kukreja NAME
TITLE: Managing Director TITLE:
DATE DATE
In the presence of: In the presence of:
Annexure I
Service Order Form
Annexure II
Schematic Diagram of Service delivery
Annexure III
(To be completed on Company letterhead)
Ethics & Business Conduct
This is to certify that _________________ / its employees, agents and/or its

representatives in its dealings with iSAT, or its other ______________s/ representatives/
strategic partners and its employees conducting iSAT’s business:
• Did not give or accept any favours, any gifts, sponsorship or any
entertainment that is outside of normal business dealings. Where any
favours, gifts etc. have been given or accepted, a list of all such gifts is
provided along with this certificate;
• Did not have any other business or personal arrangements (outside of this
contract) with any iSAT’s employee, either directly or indirectly through
other associated companies or partnerships/ arrangements with our
knowledge or authorized by us.
• Did not try to influence the decision of any iSAT’s employee in an unethical
or coercive manner;
• Did not have any other dealings with iSAT or its employees, where there are
possible instances of any conflict of interest that may cloud the judgment or
decision of iSAT or its representatives/ employees.
• Will disclose forthwith any breach of the code that comes to our knowledge.
We have the following disclosure to make (Please indicate ‘NONE’ where

applicable):
Place: Signature:
Date: Name:
Designation:

iSAT Africa FZC - MSA

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Master Service Agreement

iSAT Africa Ltd FZC

This Master Service Agreement (hereinafter the “Agreement”) is made

………………………………….. (CUSTOMER), a Private entity with registered office in

WHEREAS iSAT is a service provider in the Satellite industry.

NOW, THEREFORE, IN CONSIDERATION FOR THE MUTUAL PROMISES AND

“Affiliate” means, in relation to a Party, any corporation or other legal entity

“Agreement” means this Master Service Agreement together with all

“Authority” shall mean any agency, authority, department, inspectorate,

“Confidential Information” has the meaning given in Clause 13;

“Costs” mean direct losses, obligations, liabilities, damages, costs (including

“Materials” means any systems, equipment, hardware, software, literary

“Direct Costs” refers to losses, liabilities, damages, costs (including external

“Costs” mean direct losses, obligations, liabilities, damages, costs (including

‘Suspend” refers to temporary disconnection of the Services due to nonpayment

“Tenure” the tenure of this Agreement shall be as defined in Clause 2 of this

1.2 In this Agreement:

(iv) references to persons include companies, corporations, partnerships,

(v) except where otherwise indicated, reference to clauses, sub-clauses, recitals

(vi) "including" means "including without limitation";

3 SCOPE OF SERVICES AND SERVICE ORDERS

4 GENERAL OBLIGATIONS OF THE CUSTOMER

4.3 The Customer acknowledges, agrees and unconditionally and irrevocably

5 GENERAL OBLIGATIONS OF ISAT

iSAT warrants that:

The Customer understands and agrees that iSAT is a service provider of

7 REPRESENTATION AND WARRANTIES

Each Party represents and warrants that:

(ix) It shall maintain high professional standards to ensure a good reputation

Except as provided in this Agreement there are no other express or implied

Except as expressly permitted in writing by an authorized representative of the

11 INTELLECTUAL PROPERTY RIGHTS

11.1 The Parties acknowledge and agree that:

A breach of any of the provisions of this Clause 11 by either Party shall be

(iii) damage to or loss of the indemnified Party’s Materials and/or, Confidential

(vii) any claim occurring on account of proven gross negligence or willful

(viii)any claim occurring on account of default in payment of that Party’s tax

12.4 Notwithstanding anything contained in this Agreement, iSAT shall have no

ii) is trivial or obvious;

iii) was independently known to the receiving Party, without restriction, at

vi) becomes independently known to the receiving Party, without restriction,

i. if required by any Court or other governmental/ regulatory body;

ii. if otherwise required by law;

iii. to its legal counsel/ arbitrators;

iv. in confidence, to accountants, banks, proposed investors and/or alliance

v. in confidence, in connection with the enforcement of this Agreement or

vi. in confidence, in connection with a merger or acquisition or proposed

13.8 This Clause shall survive the termination of this Agreement.

17.2 This Clause does not apply to a public announcement, communication or

i) promptly return all Confidential Information, documents, data and/or

ii) destroy that Confidential Information, documents, data and other

i) Insolvency of the other Party or if the audited financial results of the

iii) If a resolution is passed to wind-up the other Party’s business.

iii) Unless otherwise provided in this Agreement, termination is without prejudice

Subject always to Applicable Law, termination or expiration of this Agreement

In addition to the above mentioned sub-clauses, any other provision which by

24 CUMULATIVE RIGHTS AND REMEDIES

25 ETHICS AND CODE OF CONDUCT

25.4 The Customer is required to confirm its compliance to ethical dealings by

A breach of any of the provisions of this Clause 25 by either Party shall be

Failure to enforce compliance with any term or condition of this Agreement

(i) to the Customer-