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n This Agreement entered into on this dayat

: f,imited (hereinafter referred to as "BSNL'
Office and
lepresented
om District.

'' IFor
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v^a utr ^ u'r' ENTERPRISES
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 AND
M/s. N R Barker GH Enterprises Hubballi, hereinafter referred to as "Telecom Infrastructure
provider (N R BARKER GH ENTERPRISES HUBBALLI)", a Licensed Cable TV Provider with
offr6 having communication address at H No 204 Indraprasta Nagar, Anand Nagar Road Old
Hubblli-580024 represented by Shri. N R Barker, ProprietorlPartnerlManaging Director.
/
WHERE AS BSNL is in the business of providing Basic Telephony Services, Cellular Mobile
Telephony Services (CMTS), Internet & Broadband services and National Long Distance Services
NL|S) in its lieensed areas of operation in the geographical territory of India.
AND BSNL intends to provide telecom services to the people in upcoming residential/commercial
complexes and technicaily non-feasible areas with OFC as mentioned in Annexure-I (hereinafter
referred as "Projects").

WHEREAS BSNL GMTD ...HU8LI...... has approached by IWs. N R Barker for its offering to
provide the BSNL telecom services to the people in the Projects in ..HU8LI............. Telecom
bi.t"i.t. Complexes and areas in the Projects may be modified from time to time' as per
approval of GMTD ...HUBLI.. ... (SSA Head)

AND WHEREAS tu/s. ......N..r.R,....P.*.".kI........ Telecom Infrastructure

Provider, in the intention that the residents of the Projects in ........DHARWAD.. Telecom
District shall utilize the offer of BSNL GM DHARWAD....... TD, have agreed to the proposal of
BSNL GM ..HUBLI....... TD based on the terms and conditions contained herein under:

Now this Agreement witnesseth as follows:

l. In consideration of the due observance and performance of all the terms & conditions of this
agreement, the BSNL and Telecom infrastructure provider agree to sign this agreement on non-
exclusive and revenue sharing basis to provide the BSNL telecom services.
2. Telecom infrastructure providei agrees that the infrastructure provided by GMTD BSNL will be
utilized exclusively for BSNL services only.
3. Telecom infrastructure provider shall ensure the execution of services as per this agreement and
continuance of the rurne by the future association / any other outside agency who may continue
to maintain the telecom and other services in the residential complex / commercial complex for
the entire agreement Period.
4. Scope of work:

Introduction

4.1. BSNL envisages providing quality Broadband and high speed Bandwidth
services over FTTH to the customers' door-step with in a given Residential / Business
complex in the projects allotted to the N R Barker GH Enterprises Hubballi.

4.2. subscribers over FTTH to the subscribers shall be

All the BB services to BSNL
provided under the brand name of BSNL. These Broadband over FTTH Customers shall
te owned by BSNL. Invoicing to these customers and revenue collection shall also be
done by BSNL.

4.3. BSNL would provide backbone connectivity to N R Barker GH Enterprises

Hubballi Thereafter N R Barker GH Enterprises Hubballi shall be responsible for supply
Fsr GH ENTEIIPRISES Page2or1e
*
() r f
 and installation of all items including but not limited to lead-in of OF cable, Ethernet
cable/customer end wiring and all related iron materials and fixtures etc at their own cost.

The customer premises equipment for subscribers who choose to have BSNL
telecom service and wiring so installed by the N R Barker GH Enterprises Hubballi shall
upon installation become an integral part of the basic telecom and broadband network and
that the Services so provided by BSNL. The provision of such equipment would be
within the purview of ttt" services as defined under the terms and meanings assigned to
them by OOt, TRAI and/or any other governmenVstatutory body so legislated from time
to time.

4.5. The FTTH equipment shall be used to provide all the services that the BSNL
may choose to offer to the customers, who have chosen BSNL as service provider,
inciuding but not limited to Basic Telephony, National & Intemational Calling Services,
Broadband Internet Access, Leased Line and Value Added Services that may be offered
by BSNL on its own or through VAS providers'

N R BARI(ER GH ENTERPRISES HUBBALLIs Role and responsibility:

5.1 N R Barker GH Enterprises Hubballi shall pro-actively market the BB and other services
over FTTH, educating the customer on the usage / benefits of the service, tariff plans etc.
N R BARKER GH BNfBnpTSES HUBBALLI shall identiff the potential customers in
the Projects.

5.2 N R Barker GH Enterprises Hubballi conduct door to door marketing campaign for
enrolling FTTH customers.

5.3 N R Barker GH Enterprises Hubballi shall carry-out formalities for customer acquisition,
assisting customers in-filling up of CAF (customer acquisition form), and subscription of
BSNL services by residentJin a pro-active manner. N R Barker GH Enterprises Hubballi
shall carryout required co-ordination with BSNL commercial I booking offices for
completion of commercial formalities.

Network deployment and provide last mile connectivity to the customer premises:

6.1 N R Barker GH Enterprises Hubballi shall be responsible for supply, deploy, own,
operate and maintain ttre OI,TB, ONTs and all the telecom network infrastructure beyond
Of1pr up to customer's premises, space and power shall also be arranged by N R Barker
GH Enterprises Hubballi for installation of OLTE.

6.2 The compatible ONT shall be supplied by N R Barker GH Enterprises Hubballi to the
customeidirectly and cost towards this shall not be considered for revenue share purpose.
Any fryther post sale obligation in respect of ONTs shall rest with N R Barker GH
Enteqprises Hubballi, and not with BSNL

6.3 BSNL shall extend the bandwidth connectivity up to OLTE free of cost subject to Techno
commercial viability. Hence OLTE shall be installed by N R Barker GH Enterprises
Hubballi, with mutual consent with BSNL.

For GH ENTERPRISfS Page 3 of 19 w,riffi * -f*.udIsn)

Assisi,a r i {'l',r i':',lt :, I -ri',-ili,.cr i?::-Flg)
 6'4 N R Barker GH Enterprises Hubballi shall follow all the guidelines/rules/regulations of
Govt of India/DOT including TRAI parameters.
6.5 There shall be no other payment share to be paid to the Telecom
i costs
lnfrastructure provider. All f point rro.. 6. I to 6.4 is part of
// be
levenue share, and shall not
provider.
SNL by Telecom Infrastructure

6'6 N R Barker GH Enterprises Hubballi shall build/extend the OFC network

inside the
residential/commercial complex and interconnection of all apartment
buildings through
OFC.

" 6'7 bvNR

as per the
ces by the

6'8 N R Barker GH Enterprises Hubballi shall supply and do the wiring of oFC
cable inside
the building up to inside the flat nd laying oiconnecting cable neiwork
in whole
premises/complex connecting various buildings at the pijects.

6'9 For deployment of the FTTH network if any additional material/fitments are required like
runway, pipes, supporting structure, termination etc, any other items,
same shall be
procured by N R Barker GH Enterprises Hubb alli at
its own cost and complete the
deployment.

6'10 N R Barker GH Enterprises Hubballi is also at liberty to procure and install Multi
Dwelling Units (MDU) and provide FTTH services on Ethernetlcopper
wiring (CAT 5/
CAT 6) beyond MDU depending on site requirement.
6'11 N R Barker GH Enterprises Hubballi shall deploy sufficient
manpower for provision of
FTTH services, for configuration of ONT etc.
' 6'12 N R Barker GH Enterprises Hubballi shall provide only such
FTTH plans which are
approved by BSNL for customers to be serviced by N R Barker GH
Enterprises Hubballi
through this agreement.

6'13 N R Barker GH Enterprises Hubballi shall maintain OLT,

ONT, OFC and passive infra
laid by N R Barker GH Enterprises Hubballiinside the Projecis during
the agreement
period.

6'14 BSNL officials shall coordinate with N R Barker GH Enterprises

Hubballito energ izethe
service of the customer.

6'15 Any
Tt{i"g Equipment, Computers etc brought by N R Barker GH Enterprises
Hubballifor carrying out maintenance works wouid remain under the
ownership of N R
Barker GH Enterprises Hubballi.

6'16 N R Barker GH Enterprises Hubballishall.provide relevant

literature, drawings, etc for the
FTTH network deployed, as required to BSNL.

6'17 N R BARKER GH ENTERPRISES HUBBALLI on receipt

of complaint/communication
of complaints to restore FTTH services within four hours time
if faults are located inside
the buildin gl apartmenL of the proj ects.

For GH ENTEItit'Fi;5i:5 Page 4 or 1e :*rr F T=3 ri"iET)

E,<i i -r i';il- :: l- !} lt}
 ,/ I

6'18 N R BARKER GH ENTERPRISES HUBBALLI shall comply with all applicable laws,
byelaws, rules, regulations, orders, directions, and notifications etc as per liw of the land
and of Government / court / tribunals /statutory laws.

6'19 N R BARKER GH ENTERPRISES HUBBALLI shall comply with all labour laws
i.e.
IIPF/ESI, industrial disputes etc with respect to persons by them.
6.20 ROW charges in N R BARKER GH ENTERPRISES ffUeBal-ll's "trgug"a
network, if any, to
be paid to the Local bodies to be borne by N R BARKER GH ENTERPRiSES
HUBBALLI,

7. Operation & Maintenance of FTTH serryices:

Operation & Maintenance of FTTH services in customer premises will be covered under
following underlying Maintenance philosophy:

7 'l N R BARKER GH ENTERPRISES HUBBALLI shall be responsible to operate and

maintain the FTTH network including end-equipment and the customer last-mile
(that is provisioned by N R BARKER GH ENTERPRISES HUBBALLI) as per the
Maintenance philosophy, during the contract period.

7'2 N R BARKER GH ENTERPzuSES HUBBALLI shall deploy its sufficient trained

personnel such that the customer needs/ complaints, faults etc. are resolved
expeditiously
in compliance with the maintenance philosophy.

7 '3 N R BARKER GH ENTERPRISES HUBBALLI shall be responsible for day to day

operations of FTTH services within the Project. N R gnRKbn GH ENTERpRISES
HUBBALLI would attend the problems / complaints of the customer within the time
frame as mentioned in this agreement. The Service
Quality levels as defined in clause
20.2 would be maintained by N R BARKER GH ENTERPRISES HUBBALLI.

7 '4 N R BARKER GH ENTERPRISES HUBBALLI shall at its cost provide resources for
monitoring the FTTH equipment and customer lines at the project siie on need
basis.
7 '5 N R BARKER GH ENTERPRISES HUBBALLI would stock suffrcient maintenance
spares such as ONT, Splitters and accessories including power backups
for attending to
the faults expeditiously.

7.6 All expenditure required for maintenance and operation of project, including the
customer premises fault attending, rtc. shall be made by N R BARKER GH
ENTERPRISES HUBBALLI.

7 '7 N R BARKER GH ENTERPRISES HUBBALLI shall pay the wages, salary etc to the
persons engaged by him for installation, operation and maintenanc"
of pfTff network at
BSNL's customers' premises, and shall comply with all labour laws/statutory laws
i.e.
PF/ EPF, Industrial Disputes etc.

8. BSNL's Role & Responsibilities

8.1 BSNL shall build /extend the oFC network up to oLT of N R BARKER GH
ENTERPRTSES HUBBALLI in the control roornof the projects.

Far GH ENTERPRISES pagesor1e

 I

8.2 To provide coordination, support for activation of ONT and configuration of plan as per
choice of customer.

8.3 BSNL shall provide the connectivity to its Telecom network infrastructure comprising of
Basic, Cellular, ISP, NLD &ILD, Leased line services.

8.4 BSNL shall fix the Plan/Tariffs applicable to customers for Services over FTTH taking
into consideration the local factors, prevailing competition, market scenario, etc.

8.5 To provide maintenance support to BSNL telecom equipment including OFC laid/ Build
by BSNL up to the control room.

8.6 All customers desiring services over FTTH

services at their sites, on receipt of CAF
collected by the N R BARKER GH ENTERPRISES HUBBALLI shall be registered at
offrce of BSNL.

8.7 Billing/Invoicing for the services availed of by the customers shall be done by BSNL.
8.8 Collection of Bill Payment shall be doneby BSNL.
8.9 Remote Access to OLTE: Access will be allowed to N R BARKER GH ENTERPRISES
HUBBALLI on different VLAN for operation and maintenance.

8.10 The BSNL Exchange infra charges shall applicable as per corporate/circle directive, if
any. And the same shall be incorporated in the agreement through annexure.

9. Marketing

9.1 N R BARI(ER GH ENTERPRISES HUBBALLI shall conduct door-to-door marketing

campaign with in the Project premises for enrolment of customers to FTTH service. N R
BARI(ER GH ENTERPRISES HUBBALLI shall deploy qualified personnel having
ability to carry out such marketing campaigns.
9.2 BSNL will be free (but not obliged) to promote the Services in its advertising campaigns
within the project.
9.3 BSNL reserves the right to modify/reduce/waive off Installation charges in order to
promote FTTH services in a specific month/week.

9.4 N R BARKER GH ENTERPRISES HUBBALLI shall market/promote the services at

its own cost under the brand name of BSNL. The expenses for the promotion campaign
shall be borne by N R BARI(ER GH ENTERPRISES HUBBALLI and such
promotion of Services will clearly mention the brand name of BSNL.

10 Areas of Operation & Service to be offered to the customers of BSNL

10.1 The area of operation under this agreement would be residential/ commercial apartments
within the Projects. In no case N R BARKER GH ENTERPRISES HUBBALLI shall
provide FTTH service in any other Building/Apartment/Complex without prior approval
of BSNL.

For GH ENTERPRISES Page6or1e

 10.2 The Services that shall be offered to BSNL customers through the FTTH equipment so
installed at customer premises shall include but not be limited to:

a. Basic Telephone service for Voice Connectivity

b. Broadband Data Connectivity & Internet Access through FTTH-CPE
c. Value Added Services (VAS) - like IPTV, VoIP, Voice Mail, Audio, and Video
Conferencing being offered through other VAS partners.

10.3 The.above Services portfolio shall be continuously updated to include latest services in
line with the customers' preferences, market demands and in accordance with BSNL
requirements, from time to time.

11 Compliance of laws:

BSNL and Telecom infrastructure provider shall perform their duties in strict compliance with
all applicable laws in India along with rules and regulations of the duly constituted Govt.
authorities in India and shall obtain all licenses, restrictions or other approval, if any, required
by laws in India in connection with the services to be rendered hereunder. Further, service
provided to the customers shall be subject to Indian Telegraph Act 1885, TRAI directions and
tariffcirculars issued by BSNL Corporate Office.

t2 Duration of the contract period

Duration of contract is minimum 5 years from the date of award of work. After 5 years also,
the contract can be extended in block of one/ two/ three year at the liberty of BSNL on
mutually negotiated terms and conditions, including commercials

Note- Depending on prevailing business conditions in the SSA, SSA head may decide duration
of agreement.(5 years or above only)

13. Confidentiality:

l3.l N R BARKER GH ENTERPRISES HUBBALLI shall take adequate and timely measures
to ensure that information provided through it as part of this contractlagreement shall be
kep confidential, secured and protected and shall not be divulged to any unauthorized
person/ firm/other telecom operators.

13.2 N R BARKER GH ENTERPRISES IIUBBALLI shall treat all documents I data I

software or part of them, which BSNL may provide or N R BARKER GH
ENTERPRISES HUBBALLI shall access, as strictly confidential and maintain secrecy
for the same.

13.3 N R BARKER GH ENTERPRISES HUBBALLI shall maintain tuIl confidentiality of the

data supplied by BSNL. Under no circumstances N R BARKER GH ENTERPRISES
HUBBALLI shall divulgeireveaUshare such data for the purpose other than for meeting
BSNL's requirement. Any violation of this confidentiality clauqe may result in suitable
penalty of forfeiture of frrll or part of Performance Security Deposit, and lor termination
of the contract. GMTD ......HUBLI decision in this regard will be final and
binding on the N R BARKER GH ENTERPRISES HUBBALLI. In case of forfeiture of
FAf GH ENT ET{f4r--..} Pase T of 1e
qEss
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 1

full or part of Performance Security Deposit but non-termination of the contract, N R

BARKER GH ENTERPRISES HUBBALLI need to deposit the relevant performance
security deposit amount with BSNL within l5 days of issue of the order.

13.4 N R BARKER GH ENTERPRISES HUBBALLI shall not publish, disclose any

/t
information or, make available or otherwise dispose of the document I data / software or
any part or parts thereof to any third party, directly or indirectly without prior written
consent of BSNL.

13.5 N R BARKER GH ENTERPRISES HUBBALLI shall reStriCt ACCESS tO thE

documents/datalsoftware only to those of their employees to whom it will be felt
necessary and relevant for the contact center operations and shall draw the provision of
this commitment to BSNL made by the N R BARI(ER GH ENTERPRISES
HUBBALLI to the personal attention of those of its employees to whom access to the
document/datalsoftware will be granted.

14. Bill issue & collection:

l4.l BSNL shall be solely responsible for all commercial functions of bill issue and its
collection for the telecom services provided to customers under this agreement. The
services shall be billed as part of telecom services provided by BSNL. The bills will be
raised and collected by BSNL from the subscribers.

14.2 Telecom infrastructure provider shall not charge any money from the customers. No
additional services other than those contained within the scope of this agreement shall be
provided to the customers of BSNL either free or for a cost without the written approval
of BSNL.

14.3 All deposits levied, including security deposits collected on account of registration
amounts as decided by BSNL, shall be billed and collected by BSNL and no revenue
share shall be payable to Telecom infrastructure provider from such receipts.

14.4 The terms and conditions of payments by customers shall be governed by BSNL's rules
from time to time. The disconnection and resolution practice from payment defaulters
shall be enforced.

14.5 BSNL shall collect dues payable to it by the individual residents / commercial complex
occupants of the projects directly from such subscribers / residents. "Telecom
infrastructure provider" shall not in any way be liable or responsible for the nonpayment
or delayed payment of the dues to BSNL by the individual subscribers residing in the
projects. Any charges are to be borne by the individual customers and "Telecom
infrastructure provider" is not liable.

15 Revenue share payment process:

15.1 Revenue sharing shall be on overall realized revenue (i.e. including rental/ FMC &
usage).

15.2 All the customers falling under the purview of this agreement shall be identified
separately and the revenue share may be paid to the Telecom infrastructure provider as
per the terms & conditions of this agreement for such customels.
Pagesor1e
Far GH ENTERPRISf;'$
 Addendum:

Addendum for Work Commission / Sales Commission ( Customer Acquisition), Work

Commission ( Installation charges), Mtce Commission, Performance Security Deposite clauses of FTTH
Partner ( Case-lV) & DGS agreements.

l. A uniform Customer ocguisition Cholge of Rs.500 should be given to the FTTH frqnchisees in oll 55As
of Konnotoko Circle,whenever onew customer is ocquired by FTTH frqnchisee ( Builder/RWA/TTP)
for B5NL-subject to receipt of poyment of bills from the customer for g period of 3 monfhs. No
separole morketing chorges sholl be givento FTTH fronchisee.

No Revenue shore sholl be odmissible to Chqnnel Pqrtners ogoinst instqllqtion chorges in qll revenue
shore business models.

3 Uniform criterio for qll coses of increose in revenue shqne of existing portners from 40% to 50%
coming from 55As. The following criterio ore proposed for reviewing such coses.

No. of Connections Revenue Shqre to Cose-fV FTTH pqrtners

No. of Billoble connection up to 50 40%
No. of Billoble connections from 51 to 100 45%
I No. of Billoble connections from 101 ond more 50%

L
t':
l:l
Inclusion of following clouse in FTTH Portner &DGS Agreement.
iii
li
lL,
For leosed lines ond volue odded services (VAS), which orebeing offered by BSNL in portnership with
ri other VAS providers, Builder / PW A /TIP sholl get a revenue shore eguol to 20% of his ogreed shore
ri
of revenuefoeVoice ond BB services (net of oll sfotutory Tqxes & levies like LicenseFee,ServiceTax
t. etc.) in the respective ogreement.

Fcr GH ENTERPtrIS$S qfl'{6

$sistant General
t@h-lZ-<-'r- {6
Fr-oprfeto *- 0i

t
 l5'3 N R BARKER GH ENTERPRISES HUBBALLI shall submit invoices by 5th of every
month for the services rendered in the preceding calendar month, to the officer
nominated
by BSNL.
/,
l5'4 The payment of revenue share to the Telecom infrastructure provider
will be made by
BSNL by 28th of the following month in which the revenue is realized.

15.5 The payment of revenue share shall be made to the Telecom infrastructure provider
after
the deduction of applicable statutory levies which includes license fees payable
by BSNL
and / or taxes applicable from time to time, from the revenues accrued
on account of
provision of teleco,rn services under the agreement. All such taxes
/ levies shall be a pass- I

through item and shall be billed to and collected from the customers and paid to
the
respective statutory bodies by BSNL, except such cases where liabilities
arise on account
of claims raised by concerned authorities in a post-facto manner, wherein such liability
shall be shared in the same ratio as the revenue share for the respective services.

15'6 Any discrepancy found would be mutually discussed and resolved. Balance payments
of
arising due to any reason shall be adjusted in future payments by BSNL.

16. Revenue Sharing:

Revenue sharing in the Projects may be modified from time to time,

as per approval of
GMTD""'HUBLI..... At present, Revenue sharing will be shared between BSNL
and N R BARKER GH ENTERPRTSES HUBBALLI as detailed
below;

16'1. Monthly_revenue sharing shall be on overall realized, revenue (i.e. including rentall
FMC & usage) from customer as below:

Nos. of connections
Nos. of billable connections up to 50
Nos. of billable connections from 51 to 100
Nos. of billable connections 101 and more

Nos. of billable connections will be counted on last day of billed month

by BSNL.
N-ote- Above is proposed draft of revenue sharing. However SSA
Head may decide the extent
of revenue sharin / connections dependent sharing, with
franchisee based on ailing in SSA subject to- a:- --maximum limit
given by BSNL CO. be doie by SSA head.

17. General Terms and conditions:

l7.l This agreement is applicable for BB service over optical Fiber (FTTH)
being offered
presently and in future also.

Page9of19
Ggi!-1fr lo1,:.....:.il)
 17.2 This agreement shall not be amended or modified or altered or changed in any way
except in uniting and duly executed by the authorized representatives of each party.

17.3 Securitv Deposit: An amount of Rs. 30000/- (Rs. Thirty Thousand Only) will be
collected as performance security deposit in the form of Bank guarantee or Demand draft.

17.4 Severability:

Should TRAI / DoT declare any part of this agreement unenforceable through direction /
order / regulation or if terms of license of BSNL are changed through any amendment or
order of the Govemment, the parties will cooperate and take all appropriate steps to
amend, modi$ or alter this agreement.

17.5 This agreement shall be binding upon all respective successors of the parties.

17.6 Prevention Of Piracy

17.6.1. The Parties shall not indulge or allow any person to indulge in Piracy
or in reverse engineering any technology used in the Hardware or any
component thereof nor shall they use the Hardware to be connected to any
equipment for setting up a mini head-end for retransmission of the signals
generated from the same.
17.6.2. Any subscriber shall be disconnected by the BSNL or N R BARKER
GH ENTERPRISES HUBBALLI, as the case may be, after giving due notice, if
found to be indulged in or abetting any piracy.

17.7 All services over FTTH shall be offered by BSNL in the brand name of BSNL and
accordingly BSNL shall raise the invoices for services availed of by customers.

17.8 BSNL shall collect the revenue from subscribers through various channels.

17.9 Rebates and compensation given by courts due to service deficiency, if any, to the
customers shall be deducted from the gross revenue before the Revenue Share of N R
BARKER GH ENTERPRISES HUBBALLI is calculated.

18. Initial Term, Exit clause and Renewal

Duration of contract is minimum 5 years from the date of award of work. After 5 years also,
the contract can be extended in a block of one year at the liberty of BSNL on mutually
negotiated terms and conditions including commercials.

Note- Depending on prevailing business conditions in the SSA, SSA head.may decide the
duration of agreement. (5 years or above only)

l8.l The terms and conditions of the contract shall come into effect from the date of
award of
work, and will rema.in valid up to a period of three years unless and until terminated
by
either Party by providing a written notice of terminaiion not less than three
prior
months
^Fb*r $ff #i} S pase 1o of 1e
 to the intended termination date. However, N R
HUBBALLT can serve the notice of terminaiio"
BARKER GH ENTERPRTSES
o"rv utt;;;pl;ii#'or one year of
contract starting from date of award or
ENTERPRISES HUBBALLI exit before
*lir.. In case N R BARKER GH
ot" y"* rro- trr" date of award of work then
theperformance security deposit shall be forfeila.

Note- SSA head may decide the minimum period

for exit clause in clause 1g.1.
8'2 BSNL also reserves the right to terminate the agreemenL at
any time, due to change in its
own license conditions or uDon directions
from"the Dor/ Gorr"--ent of India. In
situation' BSNL shall not be responsible such a
aforesaid action.
for *t ;;;geor loss caused or arisen out of

18.3 Termination of contract is acceptabl

facilitate smooth transfer of custo
HUBBAILI in the projects to protec
GH ENTERPRISES HUBBALTT E
BARKER GH ENTERPRISES HUB
months, N R BARKER GH ENTERP
will be forfeited.

l8'4 All the clauses of the contract shall come into

effect from the date of award of work,
unless otherwise specified.

18'5 No penalty / damages / compensation

shall be payable by either party before
agreement period, if exit is made under expiry of
the following ci.curnstun;.r,

a. The order of any Govemment (central/state)

or any statutory body

b. In Force Majeure event

18'6 Notwithstanding any other rights and

remedies provided elsewhere in the
upon termination of this agreement,
agreement:

a. Neither party shall represent the other party

in any of its dearings.
b' Neither Patty shall intentionally nor otherwise
commit any act(s) as would make a
third party to believe that the other party
is still th. fo;;r;;rty's parrner.

t stop using the other parry's name, trade

mark, etc.,in any audio or
:r::lrtffi,.shall

19. X'orce Majeure

For GH Ef'ITERPmISf',f page 11or1e

Wa""io
 eved be cfihd O enrfurate this contract

dnfl be final and conclusive. Further that if

und€r this contract is prevented or
60 days, either party may, at its op

20. Termination of contract due to non-performance (default):

20.1 BSNL may, without prejudice to any

notice of default sent to the N d
terminate this contract in whole or in p

a' If N R BARKER GH ENTERPRISES HUBBALLI fails to perform any

obligation(s) under the Contract:

It is desired BALLI shall give

minimum of year period. The
performance o
be reviewed after
every six mon Agreement.
' Note- SSA head may fix target for franchisees depending
on the business potentiality of
projects served by Franchisee.

20.2 Quality of service:

a' Services to the customers shall be provisioned

within 7 days of generation and
making over of order Book (oB) by BSNL to N
R BARKER GH ENTERpRISES
HUBBALLI.

b' of fault by customers or made over of

UBBALLI by BSNL for the faults in
ned by N R BARKER GH ENTERPRISES
HUBBALLI.
c' If N R BARKER GH ENTERPRISES HUBBALLI fails to maintain
the
mentioned above
QoS parameters SSA
!9ad may put a penalty to the extent of l0% of
commission for that connection which can- bi adjusted against the payment of
commission to the franchisee. consideriirg business the
conditions in..... Telecom district at
that point of time.
20.3 Breach of non-fulfillment of
through complaints or as a
appropriaG BSNL may conduct an inqu
whether there has been any breach in
agreement by N R BARKER GH EN

For GH EF{TEI{PR/SES page 12 or1e

lwffi"-"
 -\

/
ENTERPRISES HUBBALLI shall extend all reasonable facilities and shall endeavor to
remore the hindrance of every type upon such inquiry

20.4 If N R BARIGR GH ENTERPRISES HUBBALLI in either of the above

circumstances, does not remedy his failure within a period of 15 days (or such longer
period as BSNL may authoizein writing) after receipt of the default notice from the
BSNL

20.5 In the event the BSNL terminates the contract in pdfi, N R BARKER GH
ENTERPRTSES HUBBALLI shall continue the performance of the contract to the
extent not terminated.

2I. TERMINATION FOR INSOLVENCY

BSNL may at any time terminate the Contract by giving written notice to N R BARKER GH
ENTERPzuSES HUBBALLI without compensation to N R BARKER GH ENTERpRISES
HUBBALLI. If N R BARKER GH ENTERPRISES HUBBALLI becomes bankrupt or
otherwise insolvent as declared by the competent court provided that such termination shall not
prejudice or affect any right of action or remedy which has accrued or shall accrue thereafter to
BSNL

22. ARBITRATION

Except as otherwise provided elsewhere in the contract, if any dispute, difference, question or
disagreement arises between the parties hereto or their respective representatives or assignees,
in connection with construction, meaning, operation, effect, interpietation of the contrict or
breach there ofwhich parties unable to settle mutually, the same shall be referred to
Arbitration as provided here under:

1' A party wishing to commence arbitration proceeding shall revoke Arbitration clause by
giving 60 days' notice to the designated officer of the other party. The notice invoking
arbitration shall specify all the points of disputes with details of the amount claimed to be
referred to arbitration at the time of invocation of arbitration and not thereafter, if the claim
is in foreign cturency, the claimant shall indicate its value in Indian Rupee for the purpose
of constitution of the arbitral tribunal.
2' The number of the arbitrators and the appointing authority will be as under :

Claim amount (excluding Number of arbitrator Appointing Authority

claim for counter claim. if
any)
Above Rs. 5lakhs to Rs.5 Sole Arbitrator to BSNL
be
Crores appointed from a panel of (Note: BSNL will forward a
arbitrators of BSNL list containing names of
three empaneled arbitrators
to the other party for
selecting one from the list
who will be appointed as
sole arbitrator by BSNL)
(

h 0f GII hlu tEftrdCSES Paee13orle !, q ,r==" ei=tr

 Above Rs.5 Crores One arbitrator by each party
and the 3'd arbitrator, who
shall be the presiding
arbitrator,by the two
arbitrators.

3, Neither party shall appoint its serving employee as arbitrator.

4. If any of the Arbitrators so appointed dies, resigns, becomes incapacitated
or withdraws
for any reason from the proceedings, it shall be tilr.frrt for the concemed party larbitrators
to appoint another person in his place in the same manner as aforesaid. S"ch person shall
proceOd with the reference from the stage where his predecessor had left
it 6oth parties
consent for the same; otherwise he shall proceed de novo.
Parties agree that neither party shall be entitled for any pre-reference or pendent elite
interest on its claims. Parties agree that any claim for such interest made by any party shall
be avoid.
Unless otherwise decided by the parties, Fast Track procedure as prescribed in Secti on29
B of the Arbitration Conciliation Act, 1996 for resolution of all disputes shall be followed,
where the claim amount is up to Rs. 5 Crores.
[29.B.Fast Track Procedure - (1) Not withstanding anything contained in this ACT, the
parties to an arbitration agreement, may, at any stage either before or at the time
of
appointment of the arlitra1 tribunal, agree in writing to have their dispute resolved by fast
track procedure specified in Sub Section (3)

(2). The parties to the arbitration agreement, while agreeing for resolution of dispute
by
fast track procedwe, may agree that the arbitral tribunal shall consist of a sole arbitrator
who
shall be chosen by the parties.
(3) The arbitral tribunal shall follow the following procedure while conducting arbitration
Proceedings under Sub-section (l):-
(a) The arbitral tribunal shall decide the dispute on the basis of written
pleadings, documents and submissions field by the parties without oral
hearing;
(b) The arbitral tribunal shall have power to call for any further information or
clarification from the parties in addition to the pleadings and documents
field by them;
(c) An.oral hearing may be held only, if all the parties make a request or if the
arbitral tribunal considers it necessary to have oral hearing ibr clarifying
certain issues;
(d) The atbitral tribunal may dispense with any technical formalities, if an oral
hearing is held, and adopt such procedure as deemed appropriate for
expeditious disposal of the case.

(a) The award under this section shall be made within a period of six months from
the date
the arbitral Tribunal enters upon the reference.

(5) If the award is not made within the period specified in sub-section (4),
the provisions of
sub- sections (3) to (9) of section 29 A shall apply to the proceedings.

(6) The fees payable to the arbitrator and the manner of payment of
the fees shall be such as
may be agreed between the arbitrator and the parties.]

For GH ENTERPRISES Page14of 1e

 7 ' The arbitral tribunal shall make and publish the award within time sN R Barker GH
Enteqprises Hubballiulated as under:

Amount of Claims and Counter Claims Period for making and publishing of the
award (counted from the date the arbitral
tribunal enters upon the reference)
Up to Rs 5 Crores Within 6 months (Fast Track procedure)
Above Rs.5 Crores Within 12 months

However, the above time limit can be extended by the Arbitrator for reasons to be recorded
in writing with the consent of parties and in terms of provisions of the Act.

B. In case arbitral tribunal of 3 arbitrators, each party shall be responsible to make

arrangements for the travel and stay, etc. of the arbitrator appointed by it. Claimant shall
I
also be responsible for making arrangements for travel stay arrangements for the
Presiding Arbitrator and the expenses incurred shall be shared equally by the parties.
In case of sole arbitrator, BSNL shall make all necessary arrangements for his
travel I stay andthe expenses incurred shall be shared equally bythe parties.
9. The Arbitration proceeding shall be held at New Delhi ot dir.l. oiSSe Headquarter (as
the case may be).

10' Subject to the aforesaid conditions, provisions of the Arbitration and Conciliation Act,
1996 and any statutory modifications or re-enactment thereof shall apply to the arbitration
proceedings under this Clause.

In the event of any dispute or difference relating to the interpretation and application of the
provisions of the contracts, such dispute or difference shall be referred by either party for
arbitration to the sole arbitrator in the Department of Public Enterprises to be nominated by
the Secretary to the Government of India in-charge of the Department of Public Enterprises.
The Arbitration and Conciliation Act, 1996 shall not be applicable to arbitration under this
Clause. The award of the Arbitrator shall be binding upon the parties to the dispute, provided,
however, any party aggrieved by such award may make further reference For setting
aside or
revision of the award to the Law secretary, Department of Legal Affairs, Ministry of Law &
Justice, Government of India. Upon such reference the dispute shall be decided by the Law
Secretary or the Special Secretary / Additional Secretary, when so authorized by the Law
Secretary, whose decision shall bind the parties finally and conclusively, the parties to
the
dispute will share equally the cost of arbitration as intimated by the Arbitrator.

Further, with regard to already signed / existing contracts, existing Arbitration Clause for
sole
Arbitrator and be revoked in case the parties waive, subsequent to disputes having arisen
between them the applicability of sub-section (5) of section 12 by an express
agreement in
writing.

The venue of the arbitration proceeding shall be the offrce of the CGMT, KTK
Circle, BSNL,
Bangalore, or such other places as the arbitrator may decide

For GH ENTEJ{PJtJSeS page 15 or 1e

',tfX)-^
23. SET OFF

Any sum of money due and payable to N R BARKER GH ENTERPRISES

HUBBALLI
(inclu,ling secuity deposit refundable to hi
BSNL or any
claim of the B
of this contac
HIJBBALLI with the BSNL or such other person(s) contracting through the BSNL.

24. Indemnification
24'l Telecom infrastructure provider agrees to protect, defend, indemnify
and hold harmless
BSNL and its employees, officers, directors, agents or representatives
room and against
any and all liabilities, damages, fines, penalties and costs (including legal
costs and
disbursements) arising from or relating to:
(a) Any breach of any statute, regulation, direction, orders or standards from any
governmental body, agency, telecommunications operator or
regulator applicable to
such party; "or"
(b) Anv breach of the terms and conditions in this agreement by the Telecom
infrastructure provider;

24'2 N R BARKER GH ENTERPRISES HUBBALLI shall indemni$

BSNL against any
third party claim for carriagel termination or any other charges that may
be payable for
this traffic.

243 rn case of-any-claims by any third party towards licensing or otherwise

for the products
PTOVidEd bY thE N R BARKER GH ENTERPRISES HUBBALLI, it wiII be the sole
responsibility of the N R BARKER GH ENTERPRTSES HUBBALLI
to settle such
clairirs. Under no circumstance, BSNL will have any liability for
any such claim.

24.4 N R BARIGR GH ENTERPRISES

cover for
accidents
Telecom
GH ENTERPRISES HUBBALLI and BSNL shall not be liable for
the same.

24'5 UBBALLI shall take all safety measures and

All safety measures such a helmets, gloves, use
BARKER GH ENTERPRISES HUNbATTT NO
endanger public safety. After the
RISES HUBBALLI shall remove all
debris and keep the work spot tidy. Any violation of these
presents shall entitle BSNL to
rESCiNd itS AgTEEMENI ANd N R BARK R
GH ENTERP^RISES HUBBALLI shall be
solely responsible for any claim that may arise there under.

24.6 N R BARKER GH ENTERPRISES HU

telecom services ofquality as desired b
or use of inferior quality materials shall

For GH ENTERPfrISES Pase 16

 ecided by the officials of BSNL. Any
claim that
to disruption of telecom services due
to use of
shall be met solely by N R BARKER GH
ENTER*RISES H.BBALLI.
25. Relationship:

Each party understands that it is an independently owned business entity and

does not make it, its employees, associates or agents as employees, this agreement
representatives agents or legal
of the other party for any purpose whatsoever.
Neither parry has express or
implied right or authority to assume
or to undertake any obrigation in respect
or in the name of the other party or of or on behalf of
to bind the other party in any manner.
employees' associates or agents hold In case, any party , its
out as employees, agents, or legar representatives
other party' the former party shall forthwitr, of the
upon demand make g-ooc any / all loss,
damage including consequential loss, cost,
suffered uy trr" other party on this
account.
26' securitv Guidelines: N R BARKER GH ENTERPRISES
undertaking for security guidelines HUBBALLI shall sign an
as mentioned in Annexure_Il.

27. CourtJurisdiction:

where a contractor has not agreed to arbitration

t!9
dispute/claims arising out of the
be subject t9 the jurisdiction of the
competerit court-at irre
been issued. Accordingly, a sN R
Barkfr GH E;;{pri;.,
contract as under:

'This Contract/pO is subject to jurisdiction of Court

at .......HUBLI.................. only,,.

the Partieslere so have caused this

agreement to be duly executed on the
-T,"-*#rtAwHEREoF

- ,r ,,' :',
For and on behalf oi'cM.......rrijb1r............... TD, BsNL

For GH ENTERIR/SES
For lWs.....

Proprieton
Witness-I -+--- .l

Page 17 of 19
 3cf)

ANNEXURE-I

Areas of operation under Revenue share

moder-rV
Selected exchange areas under following
cities

case-lv FTTH Franchisee Model In Hubli rown.

Area To Be covered Bankapur chowk Exchange,
Javali salm, Pagadi Galli, Yellapur oni, Akkihonda,
Veerapur oni, Bidnal, New English school
Nagar Seftlement, Shakti Nagar, Ghantikeri
old Hubli, s M Krishna
Oni, Simpigalli) ,

Page 18 of 19
 <(P\

sEcTtoN-21

Fra ndrlsee's Profi le & Question na i re

A) Franchisee's Profile: Attached Separately

1) Name of the Firm and Address N R Barker GH Enterprises Hubballi

2) Present Correspondence Address:- H No 204 Indraprasta Nagar, Anand Nagar Road

Old Hubblli-580024

3. Address of place of works:- Hubli

4. state the Type of Firm: Individual/partnership proprietorship. Individual

5. Name of the sole Proprietor

Father's Name

6:- Mobife no +91-9448564697/ +9L-8277664697

7. Name of the person authorized to enter into and execute contract/agreement and the capacity in
which he is authorized (in case of partnership).N RBarker

8. Permanent Account no. : AGNpB6494e

9. Details of the Franchisee's Bank for effecting e-payment. corporation bank

a) Beneficiary Bank Name corporation Bank U s A Towers coen Road Hubli

b) Beneficiary Branch Name corporation Bank U S A Towers coen Road Hubli

c) IFSC code of beneficiary branch: CORPOO00O25

d) Beneficiary account no. SB/ Current A/c. No 520471000097776

e) Branch serial no. (MICR Code) 580017002

For GH ENTERP'RISES
Place: HUBBALLI Signature:
Proprietor.
NqJ"f -
Date:

Paee
Name:
P, P,{Z>rz<_r