This Agreement dated day of , 200 is made between Tata Communications Internet Services Limited, a company incorporated in India and having its registered office at 274, Captain Gaur Marg, Sriniwaspuri, New Delhi 110065 (hereinafter referred to as ‘DIRECT’, which expression shall include its successors in interest and permitted assigns) and , having its office at (hereinafter referred to as ‘SUBSCRIBER’, which expression shall include its successors in interest and permitted assigns).

WHEREAS DIRECT is an existing Internet Services Provider under a license No. 820-95/2002-LR dated 19-4-2002 with the Government of India, Ministry of Communications and Information Technology, Department of Telecommunications, Telecom Commission, whereby and where under the DIRECT is permitted to provide internet services (including internet telephony) in accordance with the terms and conditions of the said license agreement dated 19-4-2002.

AND WHEREAS the Subscriber has approached DIRECT for subscribing to its services on the terms and conditions recorded hereunder.

AND WHEREAS DIRECT provides its services through leased line whereby the transmission capacity is reserved for the exclusive use of the customer as per the mutually accepted specifications. That apart from the leased line, DIRECT, also provides its services through alternate transmission circuits such as Radio Link. The mode of service agreed to be provided has been set out in Schedule II of this Agreement.

AND WHEREAS DIRECT is the owner of the equipments (Equipments) a detailed list of which is enclosed along with this Agreement as Schedule I. The said equipments as described in Schedule I are the absolute property of DIRECT and the same have been installed at the premises of the Subscriber for facilitating the provision of the Internet services to the Subscriber. The Internet service (Services) for which the Subscriber has approached DIRECT for subscribing has been detailed in Schedule II to this Agreement.

NOW THIS AGREEMENT WITNESSETH and it is hereby agreed, declared and recorded as under: -

1. INTERPRETATION AND DEFINITIONS:

1.1 In this Agreement, unless the contrary intention appears, a reference to (a) A person shall include its successors and permitted assignees or permitted transferees; and (b) this Agreement or to any other document, contract or agreement shall include a reference to each permitted variation and amendment of, or supplement to, this Agreement and such document, contract or agreement as amended, varied or supplemented from time to time in accordance with its terms.

1.2 Affiliate” means in relation to any specified entity, any other entity directly or indirectly controlling, or controlled by, or under direct or indirect common control with such specified entity. An entity controls another entity when it owns or controls, directly or indirectly, fifty-one per cent (51%) or more of the equity share capital issued and outstanding of said other entity or when it controls the composition of the Board of Directors of said other entity.

1.3 “Approval(s)” shall mean Government of India permissions, consents, validations, confirmations, licenses and other authorizations required to be obtained in order to implement the provisions of this Agreement, including all permissions from the Reserve Bank of India and/or permission, if any, required by any local authority.

1.4 “Board” or “Board of Directors” shall mean the Board of Directors of DIRECT or Subscriber as the case may be.

1.5 “Effective Date” means the date on which all conditions precedents have been fulfilled under Article 9.

1.6 “Equipments” means the detailed list of equipments, which is enclosed along with this Agreement as described in the Delivery Challan placed as Schedule I

1.7 “Initial Term” shall mean duration of one year from the Commencement Date.

1.8 “Services” means the detailed list of Internet Services, which is enclosed along with this Agreement as described in the Service Registration Form placed as Schedule II.

1.9 “Territory” shall mean the service area of “All India” under the jurisdiction of the ministry of Communications, the Department of Telecommunications and the Telecom Commission, Government of India as per the issued guidelines (No. 845-51/97-VAS) for Internet Service Provider (ISP) or as modified by DIRECT from time to time.

1.10 It is the understanding between the Parties that their rights and obligations in regard to their business relationship in the Subscriber Agreement shall be interpreted, acted upon and governed in accordance with the terms and conditions of this Agreement.

2. COMMENCEMENT AND TERM OF AGREEMENT: This agreement starts on the date of signing of this agreement and shall remain in force for one year until it is terminated by either party in accordance with Article 11.

3. SUBSCRIPTION OF SERVICES AND RENEWAL:

3.1 on request of Subscriber, DIRECT has agreed to provide the equipments described in Schedule I and the services as described in Schedule II to this Agreement.

3.2 DIRECT provided equipment within the premises of Subscriber is the demarcation point. DIRECT shall allocate Subscriber IP addresses in accordance with as per DIRECT policy and on a case-to-case basis.

3.3 The services shall be automatically be renewed for successive periods equal to the Initial Term unless terminated by either party in accordance with Article 11. In case of a leased line delivery, the local loop charges payable to the second year will be the responsibility of the subscriber during renewal. Any rate revision in line with market standards once agreed upon will be applicable only from the next billing quarter at Direct’s discretion. DIRECT reserves the right to change its rates for any renewal term by notifying Subscriber at least 30 days in advance of the effective date of such rate change.

3.4 At the end of the Initial Term hereof, Subscriber shall return all equipments as per Schedule I to DIRECT, at its own expense, in good and working condition unless renewed.

4. FINANCIAL PROVISIONS:

4.1 Subscriber shall pay to DIRECT an amount of Rs. as installation, set up and registration fee.. The said amount of Rs. paid towards installation, set up and registration fee shall be a one-time fee and shall be non-refundable.

4.2 That, in consideration for the Internet services provided to the Subscriber by DIRECT, Subscriber shall pay quarterly fee/charges as per Schedule II to this Agreement during the continuance of this Agreement.

4.3 DIRECT shall be responsible for support and local in-office integration.

4.4 Subscriber shall be liable for all other costs, payments, expenses, tax liabilities, including any charges levied by any local authority in connection with or arising out of this Agreement.

4.5 In the event the TDS is deducted by Subscriber as per laws, then, the Subscriber shall ensure that the TDS Certificates are forwarded to DIRECT on time.

4.6 If the Subscriber defaults in the payment of any sum due to the DIRECT under Clause 4.2, such sum shall bear interest from the due date until payment is made to DIRECT at 2% per annum over the Prime Lending Rate from time to time, subject to a minimum rate of 18% per annum. Notwithstanding, DIRECT reserves the right to suspend any or all services in case of any payment default, without any notice to the Subscriber.

4.7 In the event the services are to be shifted to any other location, the shifting and all other incidental charges shall be paid by the Subscriber separately as per the actuals.

5. BILLING: The installation, set up and registration fees shall be due upon the execution of this Agreement and the Service Contract as per Schedule II. Billing for the subscription shall commence on the date the connection is activated. Subscriber would be invoiced 15 days prior to the start of every quarter. All payments would be due within 15 days after the date of such invoice

6. INSTALLATION AND MAINTENANCE

6.1 DIRECT shall, where ever applicable, deliver the equipments to Subscriber at the address specified in Schedule II and shall install it in working order in a position selected by Subscriber as deemed technically necessary.

6.2 Subscriber shall not interfere with or adjust the equipments in any way, however, on any fault occurring, shall immediately inform DIRECT who shall without delay repair or replace it. Subscriber shall compensate DIRECT in full on demand for all loss and damage to the equipments caused during its installation at the Subscribers premises by any reason other than due to a reason attributable to DIRECT.

7. INDEMNITIES:

7.1 Both parties agree to indemnify each other against any claims for damages or any other claims of whatsoever nature which are brought against each other by any third party owing to deeds or misdeeds or acts of omission or commission in the performance of its obligations under this Agreement and/or arising out of or connected with any inaccuracy or deficiency in any representation or warranty made by either party. Both parties shall be vested with the discretion to determine such damages/claims and has the right to adjust the same from the party applicable.

7.2 Both parties agree to indemnify each other against any penalties imposed by statutory authorities due to non-compliance issue of any kind of statutory provisions in the conduct of its business and the performance of its obligations.

7.3 Both parties agree to indemnify each other against any claims raised due to any deeds attributable to the each other.

8. CONFIDENTIALITY:

8.1 No party shall divulge or communicate to any person (other than those whose province it is to know the same or with proper authority) or use or exploit for any purpose whatever any of the trade secrets, intellectual property or confidential or proprietary knowledge or information of DIRECT which the Subscriber may receive or obtain as a result of entering into this Agreement, and each Party shall use its reasonable endeavours to prevent its employees or agents, if any, from so doing. This restriction shall continue to apply without limit in point in time but shall cease to apply to information or knowledge which may properly come into the public domain through no fault of the relevant Party None of the Parties shall make any public announcement regarding this Agreement without prior consent of the other Party. The confidentiality obligations shall survive the expiry of this Agreement and is legally binding on the Parties and shall always be in full force and effect. For purposes of this Agreement, “Confidential Information” shall, without limitation, mean – with respect to DIRECT or the subscriber, all information relating to the business or operations of DIRECT or the subscriber, the Service Connection and the equipments installed by DIRECT; and with respect to DIRECT, all information relating to business or operations of DIRECT or the subscriber or any of its Affiliates which is specifically identified in writing by DIRECT or the subscriber at the time of the disclosure as being confidential or proprietary or information with respect to DIRECT or the subscriber that would have the reason to believe is confidential.

9. CONDITIONS PRECEDENT: This Agreement shall take effect only after the following conditions precedents have been fully satisfied: This Agreement has been executed by the parties by their respective authorized signatories; All requisite approvals and formalities have been obtained by the Subscriber.

10. REPRESENTATIONS AND WARRANTIES: Each party hereto acknowledges that each of the other parties has entered into this Agreement in full reliance on the representations made by it in the following terms and it now warranties to the other party:

10.1 (a) has the power and authority to enter into, exercise its rights and perform and comply with its obligations under this Agreement. all actions, conditions and things required to be taken, fulfilled or done (including the obtaining of any necessary consents and/or approval from any local authority and/or building society for installation of the mast at the proposed site) in order
(i) to enable it lawfully to enter into, exercise its rights and perform and comply with its obligations under this Agreement,
(ii) to ensure that those obligations are valid, legally binding and enforceable, have been taken, fulfilled or done; and it’s obligations under this Agreement are valid, binding and enforceable, the execution and delivery of, and the performance by Subscriber of its obligations under this Agreement will not result in a breach of any order, judgment or decree of any court, government agency or regulatory body to which Subscriber is a party or by which Subscriber is bound.

10.2 Subscriber will use the service as per the Direct Accepted Usage Policy, in force from time to time. The Direct Accepted Usage Policy is an integral part of this Agreement as if the same is incorporated herein. Subscriber has examined the Direct Accepted Usage Policy and has understood the same. Subscriber represents and undertakes that the services shall be strictly used only in accordance with the Direct Accepted Usage Policy and the Subscriber alone shall be responsible for ensuring that its employees, servants, agents and/or whosoever may have access to the services provided under this Agreement uses the same only in accordance with the Direct Accepted Usage Policy. Subscriber shall indemnify and always keep DIRECT fully indemnified against all losses and/or damages including but not limited to the consequences of violation of the DOT guidelines, rules, regulations and the Direct Accepted Usage Policy arising from the use of the services. Any use of the services contrary to or in any manner inconsistent with the Direct Accepted Usage Policy, would without prejudice to the other rights of DIRECT, invite automatic termination of the services. The services shall be terminated without any prior notice and at the risk and cost of the Subscriber.

11. TERM AND TERMINATION

11.1 This Agreement becomes effective upon execution by both Parties.

11.2 Clause 10.2 not withstanding or not exorcised by DIRECT, this Agreement can be terminated by the Subscriber with a 90 days? notice period during the contract period.

11.3 Upon the termination of this Agreement for any reason:
(a) DIRECT shall be entitled to immediately and forthwith remove and take the equipment(s) installed at the premises of the Subscriber and for this purpose is entitled to enter the premises of the Subscriber without any let or hindrance and irrespective of any dispute or difference between the parties in relation to or arising out of this Agreement. The Subscriber shall provide all necessary cooperation to facilitate the removal and taking over of the equipment(s) by DIRECT. It is further agreed and understood between the parties that no claim and/or lien on the equipment (s) shall be claimed or maintainable by the Subscriber and the Subscriber shall be bound and liable to restore the equipment(s) to DIRECT immediately on termination of this Agreement.
(b) That in the event DIRECT is unable to remove and/or take over the equipment(s) installed at the premises of the Subscriber, due to any act of omissions or commission attributable to the Subscriber and/or its employees and/or agents and/or servants, then, in that event, DIRECT shall be entitled to and the Subscriber shall be liable to pay an amount of Rs. per day to DIRECT till such time that the said equipment(s) is restored to DIRECT. Apart from the aforesaid, DIRECT shall be further entitled to claim all direct as well as indirect loss and/or damages arising as a result of DIRECT not being able to remove and take over its equipment(s) installed at the premises of the Subscriber.
(c) the provisions of clause 7 & 8 shall continue in force in relation to indemnity and confidentiality. subject as otherwise provided herein and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under this Agreement.

12. FORCE MAJEURE:

12.1 If any Party hereto is temporarily rendered unable, wholly or in part, by force majeure to perform its obligations or accept performance by the other Party under this Agreement, it is agreed that the affected Party shall give prompt written notice to the other Party setting out full particulars of such force majeure. The duties of the Party affected by such force majeure shall with the approval of the other Party, be suspended during the continuance of the disability so caused, but for no longer period, and such cause shall as far as possible be removed with all reasonable dispatch. None of the Parties hereto shall be responsible for delay caused by force majeure. No claim for damage or any other remedy shall arise out of any breach of, or any failure or delay to perform any of the obligations arising under this Agreement if such breach, delay or failure is caused by a force majeure event.

12.2 For the purpose of this Clause, 'force majeure', shall mean act of God, restraint of government including compliance by any party with any law, regulation, order or other rules having force of law or intervention or action by any State or federal authority or by any person representing any such authority, strikes, lockouts, industrial disturbances, explosions, fires, floods, earthquakes, storms, lightning and any other causes similar to the kind herein enumerated which are beyond the control of that party and which by the exercise of due care and diligence, none of the parties are able to overcome.

12.3 If the force majeure in question prevails for a continuous period of thirty days (30), from the date of receipt of the notice as per clause12.1, then, the other party shall have the right to terminate this Agreement without prejudice to any rights such party may have against the party who has been unable to perform its obligations.

13. NATURE OF AGREEMENT:

13.1 DIRECT shall be entitled to perform any of the obligations undertaken by it and to exercise any of the rights granted to it under this Agreement through any other company which at the relevant time is its holding company or subsidiary or the subsidiary of any such holding company and any act or omission of any such company shall for the purpose of this Agreement be deemed to be the act or omission of the DIRECT.

13.2 This Agreement is governed by and is to be construed in accordance with the laws of India and shall be subject to the jurisdiction of Delhi Courts only.

13.3 Nothing herein contained in this Agreement shall constitute or be deemed to constitute a partnership or a joint venture, technical or financial collaboration between the Parties.

13.4 Any date or period as set out in any Clause of this Agreement may be extended with the written consent of both the Parties hereto failing which time shall be of the essence.

13.5 This Agreement is personal to the Parties and shall not be capable of assignment, except with the prior written consent of the Principal.

13.6 No variation of this Agreement shall be binding on any Party unless, and to the extent that, such variation is mutually agreed and recorded in a written document executed by all the Parties, but where any such document exists and is so signed such Party shall not allege that such document is not binding by virtue of an absence of consideration.

13.7 Except in matters of statutory compliance, whenever a provision of this Agreement requires an approval or consent by a Party to this Agreement and notification of such approval or consent is not delivered within the applicable time limit, then, unless otherwise specified, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent.

13.8 In the event that any provision of this Agreement is legally proved to be wholly or partly invalid or unenforceable, such event shall not affect the validity or enforceability of the remaining provisions hereof. In such event the Parties shall replace such invalid or unenforceable provision by a new one approximating the ineffective provision as closely as possible.

13.9 ENTIRE AGREEMENT: The parties hereto acknowledge that this Agreement along with the Attachments attached thereto, constitute the entire agreement between the parties and shall supersede all previous communications, either oral or written, between the parties hereto with respect to the subject matter hereof, and no agreement or understanding varying or extending the same shall be binding under any party hereto, unless in writing signed by a duly authorized officer or representative thereof.

14. ARBITRATION AND PROPER LAW:

14.1 In the event any of any claim, controversy, dispute or difference between the Parties hereto, arising out of or in connection with or in relation to this Agreement, the Party raising the dispute will be entitled refer the same to arbitration in accordance with the rules of The Arbitration and Conciliation Act, 1996 or any amendments or re-enactments thereof. The reference shall be to arbitration of a Sole Arbitrator if mutually agreed upon, failing which each Party shall nominate and appoint an Arbitrator and the two Arbitrators shall appoint the Presiding Arbitrator. If either of the parties fail to appoint its arbitrator within 30 days after receipt of a notice from the other party invoking the arbitration clause, the arbitrator appointed by the party invoking the arbitration clause shall become the sole arbitrator to conduct the arbitration.

14.2 The notice should accurately set out the disputes between the Parties and the intention of the aggrieved Party to refer such disputes to arbitration as provided herein. All notices by one Party to the other in connection with the arbitration shall be in writing and shall be made as provide in this Agreement.

14.3 The Arbitrator shall hold his sittings at New Delhi and the proceedings shall be in English language only. Further, it is agreed by the Parties that the cost of the Arbitration proceedings including the fees of the Arbitrator shall be equally borne by the Parties, subject to the outcome of the proceedings.

15. NOTICES AND SERVICES:

15.1 Any notice or other information required or authorised by this Agreement to be given by either party to the other may be given by hand or sent (by post, telex, cable, facsimile transmission, e-mail or comparable means of communication) to the other party at the address referred in this Agreement.

15.2 Any notice or other information given by post pursuant to clause 15.1 which is not returned to the sender as undelivered shall be deemed to have been given on the fourteenth day after the envelope containing the same was so posted; and proof that the envelope containing any such notice or information was properly addressed, prepaid, registered and posted, and that it has not been so returned to the sender, shall be sufficient evidence that such notice or information has been duly given.

15.3 Any notice or other information sent by telex, cable, facsimile transmission or comparable means of communication shall be deemed to have been duly sent on the date of transmission, provided that a confirming copy thereof is sent by post to the other party at the address referred to in clause 15.4 within 24 hours after transmission.

15.4 Service of any legal proceedings concerning or arising out of this Agreement shall be effected by causing the same to be delivered to the party to be served at the address herein below stated, or to such other address as may from time to time be notified in writing by the party concerned:

DIRECT:
Tata Communications Internet Services Limited _______________________

SUBSCRIBER _____________________________________

IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the day and year first herein above written.

SIGNED AND DELIVERED BY
Mr. _____________________________ For Tata Communications Internet Services Limited

IN THE PRESENCE OF: IN THE PRESENCE OF

1.

2.

SIGNED AND DELIVERED BY
Mr. _____________________________ For through its authorised signatory