*Pages 1--28 from  Microsoft Word - 41487*
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 AGREEMENT 
 This  AGREEMENT  is  made  as  of  the  date  of  the  last  signature  affixed  hereto,  by  and  between  VSNL  America,  Inc.  (  VSNL  America)  and  Videsh  Sanchar  Nigam  Limited 
 (  VSNL),  on  the  one  hand,  and  the  Federal  Bureau  of  Investigation  (  FBI),  the  U.  S.  Department  of  Justice  (  DOJ),  and  the  U.  S.  Department  of  Homeland  Security  (  DHS), 
 on  the  other  (referred  to  individually  as  a  Party  and  collectively  as  the  Parties).  RECITALS 

 WHEREAS,  U.  S.  communication  systems  are  essential  to  the  ability  of  the  U.  S.  government  to  fulfill  its  responsibilities  to  the  public  to  preserve  the  national  security  of  the 
 United  States,  to  enforce  the  laws,  and  to  maintain  the  safety  of  the  public; 
 WHEREAS,  the  U.  S.  government  has  an  obligation  to  the  public  to  ensure  that  U.  S.  communications  and  related  information  are  secure  in  order  to  protect  the  privacy  of  U.  S. 

 persons  and  to  enforce  the  laws  of  the  United  States; 
 WHEREAS,  it  is  critical  to  the  well  being  of  the  nation  and  its  citizens  to  maintain  the  viability,  integrity,  and  security  of  the  communications  systems  of  the  United  States  (see 

 e.  g.,  Executive  Order  13231,  Critical  Infrastructure  Protection  in  the  Information  Age,  and  Presidential  Homeland  Security  Directive  /  Hspd-  7,  Critical  Infrastructure  Identification, 
 Prioritization,  and  Protection); 
 WHEREAS,  protection  of  Classified,  Controlled  Unclassified,  and  Sensitive  Information  is  also  critical  to  U.  S.  national  security; 

 WHEREAS,  VSNL  America  has  an  obligation  to  protect  from  unauthorized  disclosure  the  contents  of  wire  and  electronic  communications; 
 WHEREAS,  VSNL  America  plans  to  provide  Internet  Protocol-  based  Virtual  Private  Network  and  other  communications  and  related  services  in  the  United  States; 

 WHEREAS,  VSNL  America  may  provide  or  facilitate  electronic  communication  services,  remote  computing  services,  and  interactive  computer  services,  all  of  which  are 
 subject  to  U.  S.  privacy  and  electronic  surveillance  laws; 
 WHEREAS,  VSNL  America  will  have  direct  physical  or  electronic  access  to  a  variety  of  customer  and  end-  user  information  that  is  subject  to  U.  S.  privacy  and  electronic 

 surveillance  laws; 
 WHEREAS,  VSNL  America  has  filed  with  the  Federal  Communications  Commission  (  FCC)  an  application  (in  FCC  File  No.  ITC-  214-  20030728-  00376)  under 

 Section  214  of  the  Communications  Act  of  1934,  as  amended,  seeking  authority  to  operate  as  an  international  telecommunications  carrier  to  all  international  points; 
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 WHEREAS,  as  disclosed  to  the  FCC,  VSNL  America  is  a  wholly-  owned  subsidiary  of  Videsh  Sanchar  Nigam  Limited  (  VSNL),  a  foreign  telecommunications  carrier  in 
 which  the  Government  of  India  holds  an  approximate  26  percent  ownership  interest; 
 WHEREAS,  the  FCCs  grant  of  the  application  in  FCC  File  No.  ITC-  214-  20030728-  00376  may  be  made  subject  to  conditions  relating  to  national  security,  law  enforcement, 
 and  public  safety,  and  whereas  VSNL  America  has  agreed  to  enter  into  this  Agreement  with  the  FBI,  the  DOJ  and  the  DHS  to  address  issues  raised  by  the  FBI,  the  DOJ  and  the 
 DHS,  and  to  request  that  the  FCC  condition  the  authorization  granted  by  the  FCC  on  its  compliance  with  this  Agreement; 

 WHEREAS,  representatives  of  VSNL  and  VSNL  America  have  held  discussions  with  U.  S.  Government  officials.  During  those  discussions,  VSNL  and  VSNL  America  have 
 represented  that:  (a)  neither  VSNL  nor  VSNL  America  has  any  present  plans,  nor  is  either  Party  aware  of  present  plans  of  any  other  entity,  that  would  result  in  VSNL  or  VSNL 
 America  providing  Domestic  Communications  through  facilities  located  outside  the  United  States;  (b)  neither  VSNL  nor  VSNL  America  has  any  present  plans,  nor  is  either  Party 
 aware  of  present  plans  of  any  other  entity,  that  would  result  in  VSNL  or  VSNL  America  providing  Web  hosting  services  in  the  United  States,  including  but  not  limited  to  shared  or 
 dedicated  Web  or  application  server  hosting,  Web  or  application  server  collocation  or  management,  or  other  similar  services;  and  (c)  neither  VSNL  nor  VSNL  America  has  any 
 present  plans,  nor  is  either  Party  aware  of  present  plans  of  any  other  entity,  that  would  result  in  VSNL  or  VSNL  America  providing  Domestic  Communications  or  Web  hosting 
 services  in  the  United  States  through  any  Affiliate  other  than  VSNL  America  or  its  subsidiaries,  divisions,  departments,  or  branches; 

 NOW  THEREFORE,  the  Parties  are  entering  into  this  Agreement  to  address  national  security,  law  enforcement  and  public  safety  concerns. 
 ARTICLE  1:  DEFINITION  OF  TERMS 
 As  used  in  this  Agreement: 
 1.1  Affiliate  means  any  entity  that  VSNL  America  or  VSNL  Controls. 
 1.2  Call  Associated  Data  or  CAD  means  any  information  related  to  a  Domestic  Communication  or  related  to  the  sender  or  recipient  of  that  Domestic  Communication  and 
 includes  without  limitation  subscriber  identification,  called  party  number,  calling  party  number,  start  time,  end  time,  call  duration,  feature  invocation  and  deactivation,  feature 
 interaction,  registration  information,  user  location,  diverted  to  number,  conference  party  numbers,  post-  cut-  through  dialed  digit  extraction,  in-  band  and  out-  of-  band  signaling,  and 
 party  add,  drop  and  hold. 
 1.3  Classified  Information  means  any  information  that  has  been  determined  pursuant  to  Executive  Order  12958,  or  any  predecessor  or  successor  order,  or  the  Atomic 
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 Energy  Act  of  1954,  or  any  statute  that  succeeds  or  amends  the  Atomic  Energy  Act,  to  require  protection  against  unauthorized  disclosure. 
 1.4  Control  and  Controls  means  the  power,  direct  or  indirect,  whether  or  not  exercised,  and  whether  or  not  exercised  or  exercisable  through  the  ownership  of  a  majority 
 or  a  dominant  minority  of  the  total  outstanding  voting  securities  of  an  entity,  or  by  proxy  voting,  contractual  arrangements,  or  other  means,  to  determine,  direct,  or  decide  matters 
 affecting  an  entity;  in  particular,  but  without  limitation,  to  determine,  direct,  take,  reach,  or  cause  decisions  regarding: 

 (a)  the  sale,  lease,  mortgage,  pledge,  or  other  transfer  of  any  or  all  of  the  principal  assets  of  the  entity,  whether  or  not  in  the  ordinary  course  of  business; 
 (b)  the  dissolution  of  the  entity; 
 (c)  the  closing  and/  or  relocation  of  the  production  or  research  and  development  facilities  of  the  entity; 

 (d)  the  termination  or  nonfulfillment  of  contracts  of  the  entity; 
 (e)  the  amendment  of  the  articles  of  incorporation  or  constituent  agreement  of  the  entity  with  respect  to  the  matters  described  in  Section  1.4(  a)  through  (d);  or 

 (f)  VSNL  Americas  obligations  under  this  Agreement. 
 1.5  Controlled  Unclassified  Information  means  unclassified  information,  the  export  of  which  is  controlled  by  the  International  Traffic  in  Arms  Regulations  (ITAR),  22  C.  F.  R. 
 Chapter  I,  Subchapter  M,  or  the  Export  Administration  Regulations  (EAR),  15  C.  F.  R.,  Subtitle  B,  Chapter  VII,  Subchapter  C. 

 1.6  De  facto  and  de  jure  control  have  the  meanings  provided  in  47  C.  F.  R.    1.2110. 
 1.7  DHS  means  the  U.  S.  Department  of  Homeland  Security. 
 1.8  DOJ  means  the  U.  S.  Department  of  Justice. 
 1.9  Domestic  Communications  means  (a)  Wire  Communications  or  Electronic  Communications  (whether  stored  or  not)  from  one  U.  S.  location  to  another  U.  S.  location 

 and  (b)  the  U.  S.  portion  of  a  Wire  Communication  or  Electronic  Communication  (whether  stored  or  not)  that  originates  or  terminates  in  the  United  States. 

 1.10  Domestic  Communications  Infrastructure  means  (a)  transmission,  switching,  bridging  and  routing  equipment  (including  software  and  upgrades)  used  by  or  on  behalf  of 
 VSNL  America  to  provide,  process,  direct,  control,  supervise  or  manage  Domestic  Communications;(  b)  facilities  and  equipment  used  by  or  on  behalf  of  VSNL  America  that 
 are  physically  located  in  the  United  States;  and  (c)  facilities  used  by  or  on  behalf  of  VSNL 
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 America  to  control  the  equipment  described  in  (a)  and  (b)  above.  Domestic  Communications  Infrastructure  does  not  include  equipment  or  facilities  used  by  service 
 providers  other  than  VSNL  or  its  Affiliates  that  are: 
 (1)  interconnecting  communications  providers;  or 

 (2)  providers  of  services  or  content  that  are 
 (A)  accessible  using  the  communications  services  of  VSNL  America  or  its  Affiliates,  and 

 (B)  available  in  substantially  similar  form  and  on  commercially  reasonable  terms  through  communications  services  of  companies 
 other  than  VSNL  America  or  its  Affiliates. 
 The  phrase  on  behalf  of  as  used  in  this  section  does  not  include  entities  with  which  VSNL  America  or  any  of  its  Affiliates  has  contracted  for  peering,  interconnection,  roaming,  long 

 distance,  or  other  similar  arrangements  on  which  the  Parties  may  agree.  Domestic  Communications  Infrastructure  does  not  include  equipment  dedicated  to  the  termination 
 of  international  undersea  cables,  provided  that  such  equipment  is  utilized  solely  to  effectuate  the  operation  of  undersea  transport  network(  s)  outside  of  the  United  States  and 
 in  no  manner  controls  land-  based  transport  network(  s)  or  their  associated  systems  in  the  United  States. 

 1.11  Effective  Date  means  the  date  on  which  the  FCC  grants  the  application  in  FCC  File  No.  ITC-  214-  20030728-  00376. 
 1.12  Electronic  Communication  has  the  meaning  given  it  in  18  U.  S.  C.    2510(  12). 
 1.13  Electronic  Surveillance  means  (a)  the  interception  of  wire,  oral,  or  electronic  communications  as  defined  in  18  U.  S.  C.    2510(  1),  (2),  (4)  and  (12),  respectively,  and 

 electronic  surveillance  as  defined  in  50  U.  S.  C.    1801(  f);  (b)  access  to  stored  wire  or  electronic  communications,  as  referred  to  in  18  U.  S.  C.    2701  et  seq.;  (c)  acquisition  of 
 dialing,  routing,  addressing,  or  signaling  information  through  pen  register  or  trap  and  trace  devices  or  other  devices  or  features  capable  of  acquiring  such  information  pursuant 
 to  law  as  defined  in  18  U.  S.  C.    3121  et  seq.  and  50  U.  S.  C.    1841  et  seq.;  (d)  acquisition  of  location-  related  information  concerning  a  service  subscriber  or  facility;  (e)  preservation  of 
 any  of  the  above  information  pursuant  to  18  U.  S.  C.    2703(  f);  and  (f)  access  to,  or  acquisition,  interception,  or  preservation  of,  wire,  oral,  or  electronic  communications  or 
 information  as  described  in  (a)  through  (e)  above  and  comparable  State  laws. 
 1.14  FBI  means  the  Federal  Bureau  of  Investigation. 
 1.15  Foreign  where  used  in  this  Agreement,  whether  capitalized  or  lower  case,  means  non-  U.  S. 
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 1.16  Government  Authority  or  Government  Authorities  means  any  government,  or  any  governmental,  administrative,  or  regulatory  entity,  authority,  commission,  board, 
 agency,  instrumentality,  bureau  or  political  subdivision  and  any  court,  tribunal,  judicial  or  arbitral  body. 

 1.17  Intercept  or  Intercepted  has  the  meaning  defined  in  18  U.  S.  C.    2510(  4). 
 1.18  Lawful  U.  S.  Process  means  lawful  U.  S.  federal,  state  or  local  Electronic  Surveillance  or  other  court  orders,  processes,  or  authorizations  issued  under  U.  S.  federal, 

 state,  or  local  law  for  physical  search  or  seizure,  production  of  tangible  things,  or  access  to  or  disclosure  of  Domestic  Communications,  Call  Associated  Data,  Transactional  Data  or 
 Subscriber  Information. 
 1.19  Network  Management  Information  means  network  management  operations  plans,  processes  and  procedures;  descriptions  of  the  placement  of  Network  Operating 

 Center(  s)  and  linkages  (for  service  offload  or  administrative  activities)  to  other  domestic  and  international  carriers,  ISPs  and  other  critical  infrastructures;  descriptions  of  networks 
 and  operations  processes  and  procedures  for  management  control  and  relation  to  the  backbone  infrastructure(  s)  including  other  service  providers;  description  of  any  unique  or 
 proprietary  control  mechanisms  as  well  as  operating  and  administrative  software;  and  network  performance  information. 

 1.20  Outsourcing  Contract  means  a  contract  between  VSNL  America  and  an  individual  or  entity  to  perform  functions  covered  by  this  Agreement. 
 1.21  Party  and  Parties  have  the  meanings  given  them  in  the  Preamble. 
 1.22  Pro  forma  assignments  or  pro  forma  transfers  of  control  are  transfers  that  do  not  involve  a  substantial  change  in  ownership  or  control  as  provided  by  Section  63.24  of  the 
 FCC's  Rules  (47  C.  F.  R.    63.24). 
 1.23  Security  Officer  means  the  person  designated  pursuant  to  Section  3.10  of  this  Agreement. 

 1.24  Sensitive  Information  means  information  that  is  not  Classified  Information  regarding  (a)  the  persons  or  facilities  that  are  the  subjects  of  Lawful  U.  S.  Process,  (b)  the 
 identity  of  the  government  agency  or  agencies  serving  such  Lawful  U.  S.  Process,  (c)  the  location  or  identity  of  the  line,  circuit,  transmission  path,  or  other  facilities  or  equipment 
 used  to  conduct  Electronic  Surveillance  pursuant  to  Lawful  U.  S.  Process,  (d)  the  means  of  carrying  out  Electronic  Surveillance  pursuant  to  Lawful  U.  S.  Process,  (e)  the  type(  s)  of 
 service,  telephone  number(  s),  records,  communications,  or  facilities  subjected  to  Lawful  U.  S.  Process,  and  (f)  other  information  that  is  not  Classified  Information  designated  in 
 writing  by  an  authorized  official  of  a  federal,  state  or  local  law  enforcement  agency  or  a  U.  S.  intelligence  agency  as  Sensitive  Information.  VSNL  America  may  dispute  pursuant 
 to  Article  4  whether  information  is  Sensitive  Information  under  this  subparagraph.  Such 
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 information  shall  be  treated  as  Sensitive  Information  unless  and  until  the  dispute  is  resolved  in  VSNL  Americas  favor. 
 1.25  Subscriber  Information  means  information  relating  to  subscribers  or  customers  of  VSNL  America  of  the  type  referred  to  and  accessible  subject  to  procedures  specified  in 
 18  U.  S.  C.    2703(  c)  or  (d)  or  18  U.  S.  C.    2709.  Such  information  shall  also  be  considered  Subscriber  Information  when  it  is  sought  pursuant  to  the  provisions  of  other  Lawful  U.  S. 
 Process. 
 1.26  Transactional  Data  means: 

 (a)  call  identifying  information,  as  defined  in  47  U.  S.  C.    1001(  2),  including  without  limitation  the  telephone  number  or  similar  identifying  designator 
 associated  with  a  Domestic  Communication; 
 (b)  any  information  possessed  by  VSNL  America,  or  an  entity  acting  on  behalf  of  VSNL  America,  relating  specifically  to  the  identity  and  physical  address  of  a 
 customer  or  subscriber,  or  account  payer,  or  the  end-  user  of  such  customer  or  subscriber,  or  account  payer,  or  associated  with  such  person  relating  to  all 
 telephone  numbers,  domain  names,  IP  addresses,  Uniform  Resource  Locators  (  URLs),  other  identifying  designators,  types  of  services,  length  of 
 service,  fees,  usage  including  billing  records  and  connection  logs,  and  the  physical  location  of  equipment,  if  known  and  if  different  from  the  location 
 information  provided  under  (d)  below; 
 (c)  the  time,  date,  size,  or  volume  of  data  transfers,  duration,  domain  names,  MAC  or  IP  addresses  (including  source  and  destination),  URLs,  port 
 numbers,  packet  sizes,  protocols  or  services,  special  purpose  flags,  or  other  header  information  or  identifying  designators  or  characteristics  associated 
 with  any  Domestic  Communication,  including  electronic  mail  headers  showing  From:  and  To:  addresses;  and 

 (d)  as  to  any  mode  of  transmission  (including  mobile  transmissions),  and  to  the  extent  permitted  by  U.  S.  laws,  any  information  indicating  as  closely  as 
 possible  the  physical  location  to  or  from  which  a  Domestic  Communication  is  transmitted. 

 The  term  includes  all  records  or  other  information  of  the  type  referred  to  and  accessible  subject  to  procedures  specified  in  18  U.  S.  C.    2703(  c)(  1)  and  (d)  but  does  not  include  the 
 content  of  any  communication.  The  phrase  on  behalf  of  as  used  in  this  section  does  not  include  entities  with  which  VSNL  America  or  any  of  its  Affiliates  has  contracted  for 
 peering,  interconnection,  roaming,  long  distance,  or  other  similar  arrangements  on  which  the  Parties  may  agree. 
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 1.27  United  States,  US,  or  U.  S.  means  the  United  States  of  America,  including  all  of  its  States,  districts,  territories,  possessions,  commonwealths,  and  the  special  maritime 
 and  territorial  jurisdiction  of  the  United  States. 
 1.28  VSNL  means  Videsh  Sanchar  Nigam  Limited,  a  corporation  organized  under  the  laws  of  India. 

 1.29  VSNL  America  means  VSNL  America,  Inc.,  a  Delaware  corporation. 
 1.30  Wire  Communication  has  the  meaning  given  it  in  18  U.  S.  C.    2510(  1). 
 1.31  Other  Definitional  Provisions.  Other  capitalized  terms  used  in  this  Agreement  and  not  defined  in  this  Article  shall  have  the  meanings  assigned  them  elsewhere  in  this 

 Agreement.  The  definitions  in  this  Agreement  are  applicable  to  the  singular  as  well  as  the  plural  forms  of  such  terms  and  to  the  masculine  as  well  as  to  the  feminine  and  neuter 
 genders  of  such  term.  Whenever  the  words  include,  includes,  or  including  are  used  in  this  Agreement,  they  shall  be  deemed  to  be  followed  by  the  words  without  limitation. 

 ARTICLE  2:  FACILITIES,  INFORMATION  STORAGE  AND  ACCESS 
 2.1  Domestic  Communications  Infrastructure.  Except  to  the  extent  and  under  conditions  concurred  in  by  the  FBI,  the  DOJ  and  the  DHS  in  writing: 

 (a)  all  Domestic  Communications  Infrastructure  shall  at  all  times  be  located  in  the  United  States  and  will  be  directed,  controlled,  supervised  and  managed  by  VSNL 
 America;  and  (b)  all  Domestic  Communications  that  are  carried  by  or  through,  in  whole  or  in  part, 
 the  Domestic  Communications  Infrastructure  shall  pass  through  a  facility  under  the  control  of  VSNL  America  and  physically  located  in  the  United  States,  from  which 
 Electronic  Surveillance  can  be  conducted  pursuant  to  Lawful  U.  S.  Process.  VSNL  America  will  provide  technical  or  other  assistance  to  facilitate  such  Electronic 
 Surveillance.  2.2  Compliance  with  Lawful  U.  S.  Process.  VSNL  America  shall  take  all  practicable 
 steps  to  configure  its  Domestic  Communications  Infrastructure  to  be  capable  of  complying,  and  VSNL  America  employees  in  the  United  States  will  have  unconstrained  authority  to 
 comply,  in  an  effective,  efficient,  and  unimpeded  fashion,  with: 
 (a)  Lawful  U.  S.  Process;  (b)  the  orders  of  the  President  in  the  exercise  of  his/  her  authority  under    706  of 

 the  Communications  Act  of  1934,  as  amended,  (47  U.  S.  C.    606),  and  under    302(  e)  of  the  Aviation  Act  of  1958  (49  U.  S.  C.    40107(  b))  and  Executive 
 Order  11161  (as  amended  by  Executive  Order  11382);  and  (c)  National  Security  and  Emergency  Preparedness  rules,  regulations  and  orders 
 issued  pursuant  to  the  Communications  Act  of  1934,  as  amended  (47  U.  S.  C.    151  et  seq.). 
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 2.3  Information  Storage  and  Access.  VSNL  America,  effective  upon  execution  of  this  Agreement  by  all  the  Parties,  shall  store  exclusively  in  the  United  States  the  following: 
 (a)  stored  Domestic  Communications,  if  such  communications  are  stored  by  or  on  behalf  of  VSNL  America  for  any  reason; 
 (b)  any  Wire  Communications  or  Electronic  Communications  (including  any  other  type  of  wire,  voice  or  electronic  communication  not  covered  by  the 
 definitions  of  Wire  Communication  or  Electronic  Communication)  received  by,  intended  to  be  received  by,  or  stored  in  the  account  of  a  customer  or 
 subscriber  of  VSNL  America,  if  such  communications  are  stored  by  or  on  behalf  of  VSNL  America  for  any  reason; 
 (c)  Transactional  Data  and  Call  Associated  Data  relating  to  Domestic  Communications,  if  such  data  are  stored  by  or  on  behalf  of  VSNL  America 
 for  any  reason;  (d)  Subscriber  Information,  if  such  information  is  stored  by  or  on  behalf  of 
 VSNL  America  for  any  reason,  concerning  customers  who  are  U.  S.  -domiciled,  customers  who  hold  themselves  out  as  being  U.  S.-  domiciled,  and 
 customers  who  make  a  Domestic  Communication;  (e)  billing  records  of  customers  who  are  U.  S.-  domiciled,  customers  who  hold 
 themselves  out  as  being  U.  S.-  domiciled,  and  customers  who  make  a  Domestic  Communication,  for  so  long  as  such  records  are  kept  and  at  a  minimum  for 
 so  long  as  such  records  are  required  to  be  kept  pursuant  to  applicable  U.  S.  law  or  this  Agreement;  and 
 (f)  Network  Management  Information.  The  phrase  on  behalf  of  as  used  in  this  section  does  not  include  entities  with  which  VSNL 
 America  or  any  of  its  Affiliates  has  contracted  for  peering,  interconnection,  roaming,  long  distance,  or  other  similar  arrangements  on  which  the  Parties  may  agree. 
 2.4  Billing  Records.  VSNL  America  shall  store  for  at  least  two  years  all  billing  records  described  in  Section  2.3(  e)  above,  and  shall  make  such  records  available  in  the  U.  S. 
 Nothing  in  this  paragraph  shall  require  VSNL  America  to  store  such  records  for  longer  than  two  years. 

 2.5  Storage  Pursuant  to  18  U.  S.  C.    2703(  f).  Upon  a  request  made  pursuant  to  18  U.  S.  C.    2703(  f)  by  a  Government  Authority  within  the  United  States  to  preserve  any 
 information  in  the  possession,  custody,  or  control  of  VSNL  America  that  is  listed  in  Section  2.3  above,  VSNL  America  shall  store  such  preserved  records  or  other  evidence  in  the 
 United  States. 
 2.6  Compliance  with  U.  S.  Law.  Nothing  in  this  Agreement  shall  excuse  VSNL  America  from  any  obligation  it  may  have  to  comply  with  U.  S.  legal  requirements  for  the  retention, 
 preservation,  or  production  of  information,  records  or  data.  Similarly,  in  any  action  to  enforce  Lawful  U.  S.  Process,  VSNL  America  has  not  waived  any  legal  right  it  might  have 
 to  resist  such  process. 
 2.7  Routing  of  Domestic  Communications.  VSNL  America  shall  not  route  Domestic  Communications  outside  the  United  States. 
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 2.8  CPNI.  VSNL  America  shall  comply,  with  respect  to  Domestic  Communications,  with  all  applicable  FCC  rules  and  regulations  governing  access  to  and  storage  of  Customer 
 Proprietary  Network  Information  (  CPNI),  as  defined  in  47  U.  S.  C.    222(  h)(  1). 
 2.9  Storage  of  Protected  Information.  The  storage  of  Classified,  Controlled  Unclassified,  and  Sensitive  Information  by  VSNL  America  or  its  contractors  at  any 

 location  outside  of  the  United  States  is  prohibited,  unless  the  storage  is  at  a  U.  S.  military  facility,  a  U.  S.  Embassy  or  Consulate  or  other  location  occupied  by  a  U.  S.  Government 
 Authority.  The  issuance  of  a  license  under  the  U.  S.  International  Traffic  in  Arms  Regulations  (  ITAR)  or  the  U.  S.  Export  Administration  Regulations  (  EAR)  shall  satisfy 
 this  criterion  with  respect  to  Controlled  Unclassified  Information. 
 ARTICLE  3:  SECURITY  3.1  Measures  to  Prevent  Improper  Use  or  Access.  VSNL  America  shall  take  all 
 reasonable  measures  to  prevent  the  use  of  or  access  to  the  Domestic  Communications  Infrastructure  to  conduct  Electronic  Surveillance,  or  to  obtain  or  disclose  Domestic 
 Communications,  Classified  Information,  Sensitive  Information,  or  Controlled  Unclassified  Information,  in  violation  of  any  U.  S.  federal,  state,  or  local  laws  or  the  terms  of  this 
 Agreement.  These  measures  shall  include  creating  and  complying  with  detailed  technical,  organizational,  operational,  and  personnel  controls,  policies  and  written  procedures, 
 necessary  implementation  plans,  and  physical  security  measures. 
 3.2  Visitation  Policy.  No  later  than  thirty  (30)  days  after  the  Effective  Date,  VSNL  America  shall  adopt  and  implement  a  visitation  policy.  The  policy  shall  apply  to  all  visits 
 by  non-  U.  S.  persons  to  Domestic  Communications  Infrastructure,  except  for  Routine  Business  Visits,  as  defined  in  Section  3.3.  The  visitation  policy  shall  require  that: 

 (a)  The  Security  Officer  shall  review  and  either  approve  or  deny  on  security  or  related  grounds  any  requests  for  visits  by  non-  U.  S.  persons  to  any  Domestic 
 Communications  Infrastructure  (provided  that,  with  respect  to  carrier  hotels  and  other  shared  facilities,  the  policy  will  apply  solely  to  that  portion  of  the 
 facility  controlled  by  VSNL  America). 
 (b)  A  written  request  for  approval  of  a  visit  must  be  submitted  to  the  Security  Officer  no  less  than  seven  (7)  days  prior  to  the  date  of  the  proposed  visit.  If  a 
 written  request  cannot  be  provided  within  seven  (7)  days  before  the  proposed  visit  because  of  an  unforeseen  exigency,  the  request  may  be  communicated 
 via  telephone  to  the  Security  Officer  and  confirmed  in  writing. 
 (c)  Every  request  shall  set  forth  the  purpose  and  justification  for  the  visit  in  sufficient  detail  to  enable  the  Security  Officer  to  make  an  informed  decision 
 concerning  the  appropriateness  of  the  visit.  The  Security  Officer  may  refuse  to  accept  any  request  due  to  lack  of  information.  Each  visit  must  be 
 reviewed  even  for  persons  approved  for  prior  visits.  For  multiple  visits  for  the  same  purpose,  the  Security  Officer  may  approve  such  visits  by  the  same 
 person  or  persons  for  a  period  not  to  exceed  60  days. 
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 (d)  After  evaluating  a  request,  the  Security  Officer  shall,  as  soon  as  practicable,  either  approve  or  disapprove  the  request,  pending  the  submission  of 
 additional  information  from  the  requester.  The  Security  Officer  shall  inform  the  requester  of  the  decision  at  least  one  (1)  day  prior  to  the  requesters 
 proposed  visit.  The  Security  Officers  decision  shall  also  be  confirmed  in  writing  as  soon  as  practicable. 

 (e)  The  Security  Officer  shall  keep  a  record  of  all  visit  requests,  including  the  decision  to  approve  or  disapprove,  and  of  all  consummated  visits,  including 
 the  name,  address,  business  affiliation,  and  dates  of  birth  of  the  vistor(  s)  and  the  VSNL  or  VSNL  America  personnel  involved.  In  addition,  a 
 chronological  file  of  all  documents  associated  with  such  visits  shall  be  maintained  by  VSNL  America  for  at  least  two  (2)  years  from  the  date  of  the 
 visits. 
 (f)  All  visitors  shall  be  escorted  at  all  times  by  a  VSNL  America  employee,  and  visits  shall  be  subject  to  conditions  determined  by  the  Security  Officer  that 
 are  commensurate  with  the  place  and  purpose  of  the  visit. 
 3.3  Routine  Business  Visits.  Notwithstanding  Section  3.2,  Routine  Business  Visits,  as  defined  below,  may  occur  without  prior  approval  by  the  Security  Officer.  Routine 

 Business  Visits:  (1)  are  made  in  connection  with  the  regular  day-  to-  day  business  operations  of  VSNL  America;  (2)  do  not  involve  the  transfer  or  receipt  of  any  information 
 regarding  the  security  of  the  facilities;  and  (3)  pertain  only  to  the  commercial  aspects  of  VSNL  America  business.  Records  of  such  visits  shall  be  maintained  by  VSNL  America  for 
 at  least  two  (2)  years  from  the  date  of  the  visits.  Routine  Business  Visits  may  include: 
 (1)  visits  for  the  purpose  of  discussing  or  reviewing  commercial  subjects  such  as  company  performance  and  business  plans,  budgets,  inventory,  accounts 
 receivable,  accounting  and  financial  controls; 
 (2)  visits  by  customers  or  commercial  suppliers  regarding,  for  example,  solicitation  of  orders,  price  quotes,  or  the  provision  of  products  or  services; 

 and 
 (3)  visits  concerning  fiscal,  financial,  or  legal  matters. 
 The  visitation  policy  established  under  Section  3.2  may  elaborate  on  the  types  of  visits  that  qualify  as  Routine  Business  Visits. 

 3.4  Access  by  Foreign  Government  Authorities.  VSNL  America  shall  not,  directly  or  indirectly,  disclose  or  permit  disclosure  of,  or  provide  access  to  Domestic  Communications, 
 Call  Associated  Data,  Transactional  Data,  or  Subscriber  Information  stored  by  or  on  behalf  of  VSNL  America  in  the  United  States  to  any  person  if  the  purpose  of  such  access  is 
 to  respond  to  the  legal  process  or  the  request  of  or  on  behalf  of  a  foreign  government,  identified  representative,  component  or  subdivision  thereof  without  the  express  written 
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 consent  of  the  DOJ  or  the  authorization  of  a  court  of  competent  jurisdiction  in  the  United  States.  Any  such  requests  or  submission  of  legal  process  shall  be  reported  to  the  DOJ  as 
 soon  as  possible  and  in  no  event  later  than  five  (5)  business  days  after  such  request  or  legal  process  is  received  by  and  known  to  the  Security  Officer.  VSNL  America  shall  take 
 reasonable  measures  to  ensure  that  the  Security  Officer  will  promptly  learn  of  all  such  requests  or  submission  of  legal  process. 

 3.5  Disclosure  to  Foreign  Government  Authorities.  VSNL  America  shall  not,  directly  or  indirectly,  disclose  or  permit  disclosure  of,  or  provide  access  to: 
 (a)  Classified,  Sensitive,  or  Controlled  Unclassified  Information;  or  (b)  Subscriber  Information,  Transactional  Data,  Call  Associated  Data,  or  a  copy 
 of  any  Wire  or  Electronic  Communications,  intercepted  or  acquired  pursuant  to  Lawful  U.  S.  Process 
 to  any  foreign  government,  identified  representative,  component  or  subdivision  thereof  without  satisfying  all  applicable  U.  S.  federal,  state  and  local  legal  requirements,  and 
 obtaining  the  express  written  consent  of  the  DOJ  or  the  authorization  of  a  court  of  competent  jurisdiction  in  the  United  States,  provided  that  the  provision  of  Controlled 
 Unclassified  Information  shall  be  permitted  in  accordance  with  the  terms  of  a  license  received  under  the  ITAR  or  EAR,  as  applicable.  Any  requests  or  any  legal  process 
 submitted  by  a  foreign  government,  an  identified  representative,  a  component  or  subdivision  thereof  to  VSNL  America  for  the  communications,  data  or  information 
 identified  in  this  Section  3.5  that  is  maintained  by  VSNL  America  shall  be  referred  to  the  DOJ  as  soon  as  possible  and  in  no  event  later  than  five  (5)  business  days  after  such  request 
 or  legal  process,  unless  the  disclosure  of  the  request  or  legal  process  would  be  in  violation  of  an  order  of  a  court  of  competent  jurisdiction  within  the  United  States.  VSNL  America 
 shall  take  reasonable  measures  to  ensure  that  the  Security  Officer  will  promptly  learn  of  all  such  requests  or  submission  of  legal  process  described  in  this  Section  3.5. 

 3.6  Notification  of  Access  or  Disclosure  Requests  from  Foreign  Non-  Governmental  Entities.  Within  three  (3)  months  after  receiving  legal  process  or  requests  from  foreign 
 non-  governmental  entities  for  access  to  or  disclosure  of  Domestic  Communications,  VSNL  America  shall  notify  the  DOJ  in  writing  of  such  legal  process  or  requests,  unless  such 
 disclosure  would  be  in  violation  of  an  order  of  a  court  of  competent  jurisdiction  within  the  United  States. 

 3.7  Security  of  Lawful  U.  S.  Process.  VSNL  America  shall  protect  the  confidentiality  and  security  of  all  Lawful  U.  S.  Process  served  upon  it  and  the  confidentiality  and  security 
 of  Classified,  Sensitive,  and  Controlled  Unclassified  Information  in  accordance  with  U.  S.  federal  and  state  law  or  regulation  and  this  Agreement.  Information  concerning  Lawful 
 U.  S.  Process,  Classified  Information,  Sensitive  Information,  or  Controlled  Unclassified  Information  shall  be  under  the  custody  and  control  of  the  Security  Officer. 

 3.8  Points  of  Contact.  Within  five  (5)  business  days  after  the  Effective  Date,  VSNL  America  shall  designate  in  writing  to  the  FBI,  the  DOJ,  and  the  DHS,  one  or  more 
 nominees  already  holding  U.  S.  security  clearances  or  which  VSNL  has  a  reasonable  basis  to  believe  is  eligible  to  receive  U.  S.  security  clearances  to  serve  as  points  of  contact  within  the 
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 United  States  with  the  authority  and  responsibility  for  accepting  and  overseeing  the  carrying  out  of  Lawful  U.  S.  Process  on  behalf  of  VSNL  America.  VSNL  America  shall 
 provide  in  writing,  in  accordance  with  Section  5.13  of  this  Agreement,  to  the  FBI,  the  DOJ  and  the  DHS  the  name  and  contact  information  for  each  point  of  contact.  The  points  of 
 contact  shall  be  assigned  to  VSNL  Americas  security  office(  s)  in  the  United  States,  shall  be  available  twenty-  four  (24)  hours  per  day,  seven  (7)  days  per  week,  and  shall  be  responsible 
 for  accepting  service  and  maintaining  the  security  of  Classified,  Sensitive,  and  Controlled  Unclassified  Information  and  any  Lawful  U.  S.  Process  in  accordance  with  the  requirements 
 of  U.  S.  law  and  this  Agreement.  The  points  of  contact  shall  undergo  the  screening  process  defined  in  Section  3.14  of  this  Agreement.  If  there  is  any  change  in  the  designated  points  of 
 contact,  VSNL  America  shall  notify  the  FBI,  the  DOJ  and  the  DHS  immediately  in  writing,  providing  updated  identifying  and  contact  information.  Persons  serving  as  points  of 
 contact  shall  be  resident  U.  S.  citizens  who  hold  or  are  eligible  to  receive  U.  S.  security  clearances  (which  may  include  interim  clearances),  as  outlined  in  Executive  Order  12968. 
 VSNL  America  shall  comply  with  any  request  by  a  Government  Authority  in  the  United  States  that  a  background  check  and/  or  security  clearance  process  be  completed  for  a 
 designated  point  of  contact. 
 3.9  Information  Security  Plan.  VSNL  America  shall  develop,  document,  implement,  and  maintain  an  information  security  plan  to: 

 (a)  ensure  that  the  disclosure  of  or  access  to  Classified,  Sensitive,  or  Controlled  Unclassified  Information  is  limited  to  those  who  have  the  appropriate 
 security  clearances  and  authority;  (b)  take  appropriate  measures  to  prevent  unauthorized  access  to  data  or  to  the 
 section(  s),  if  any,  of  the  facilities  that  might  contain  Classified,  Sensitive,  or  Controlled  Unclassified  Information; 
 (c)  assign  U.  S.  citizens  to  positions  for  which  screening  is  contemplated  pursuant  to  Section  3.14; 
 (d)  upon  written  request  from  the  DOJ,  the  FBI  or  the  DHS,  provide  the  name,  social  security  number  and  date  of  birth  of  each  person  who  regularly 
 handles  or  deals  with  Sensitive  Information;  (e)  require  that  personnel  handling  Classified  Information  shall  have  been 
 granted  appropriate  security  clearances  pursuant  to  Executive  Order  12968;  (f)  provide  that  the  points  of  contact  described  in  Section  3.8  shall  have 
 sufficient  authority  over  any  of  VSNL  Americas  employees  who  may  handle  Classified,  Sensitive,  or  Controlled  Unclassified  Information  to  maintain  the 
 confidentiality  and  security  of  such  information  in  accordance  with  applicable  U.  S.  legal  authorities  and  the  terms  of  this  Agreement; 
 (g)  maintain  appropriately  secure  facilities  (e.  g.,  offices)  within  the  United  States  for  the  handling  and  storage  of  any  Classified,  Sensitive  or  Controlled 
 unclassified  Information;  (h)  establish  a  formal  incident  response  capability  with  reference  to  OMB 
 Circular  A-  130  and  NIST  Special  Publications  800-  18,  800-  47  and  800-  61;  and 
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 (i)  identify  the  types  of  positions  that  require  screening  pursuant  to  Section  3.14,  the  required  rigor  of  such  screening  by  type  of  position,  and  the  criteria  by 
 which  VSNL  America  will  accept  or  reject  screened  persons  (  Screened  Personnel). 
 3.10  Security  Officer  Responsibilities  and  Duties.  Within  14  calendar  days  after  the  Effective  Date,  VSNL  America  shall  designate,  from  among  the  points  of  contact  selected 
 pursuant  to  Section  3.8,  a  Security  Officer  within  the  United  States  with  the  primary  responsibility  for  carrying  out  VSNL  Americas  obligations  under  Articles  2,  3  and  5  of 
 this  Agreement. 
 3.11  Nondisclosure  of  Protected  Data.  The  Security  Officer  shall  not  directly  or  indirectly  disclose  information  concerning  Lawful  U.  S.  Process,  Classified  Information, 
 Sensitive  Information,  or  Controlled  Unclassified  Information  to  any  third  party,  or  officer,  director,  shareholder,  employee,  agent,  or  contractor  of  VSNL  or  VSNL  America, 
 including  those  who  serve  in  a  supervisory,  managerial  or  officer  role  with  respect  to  the  Security  Officer,  unless  disclosure  has  been  approved  by  prior  written  consent  obtained 
 from  the  FBI,  the  DOJ  or  the  DHS,  or  there  is  an  official  need  for  disclosure  of  the  information  in  order  to  fulfill  an  obligation  consistent  with  the  purpose  for  which  the 
 information  is  collected  or  maintained,  provided  that  the  disclosure  of  Controlled  Unclassified  Information  not  related  to  the  subject  matter  of  this  Agreement  need  only  be 
 consistent  with  the  ITAR  or  EAR,  as  applicable. 
 3.12  Notice  of  Obligations.  VSNL  America  shall  instruct  appropriate  officials,  employees,  contractors,  and  agents  as  to  VSNL  Americas  obligations  under  this 

 Agreement,  including  the  individuals  duty  to  report  any  violation  of  this  Agreement  and  the  reporting  requirements  in  Sections  5.2,  5.5,  and  5.8  of  this  Agreement,  and  shall  issue 
 periodic  reminders  to  them  of  such  obligations. 
 3.13  Access  to  Classified,  Controlled  Unclassified,  or  Sensitive  Information.  Nothing  contained  in  this  Agreement  shall  limit  or  affect  the  authority  of  a  U.  S.  Government 
 Authority  to  deny,  limit  or  revoke  VSNL  Americas  access  to  Classified,  Controlled  Unclassified,  and  Sensitive  Information  under  that  Government  Authoritys  jurisdiction. 

 3.14  Screening  of  Personnel.  VSNL  America  shall  implement  a  thorough  screening  process  through  the  Security  Officer  or  a  reputable  third  party  to  ensure  that  (1)  all 
 security  personnel,  (2)  all  personnel  whose  positions  involve  access  to  the  Domestic  Communications  Infrastructure  that  enables  those  persons  to  monitor  the  content  of  Wire 
 or  Electronic  Communications  (including  in  electronic  storage)  or  to  access  Network  Management  Information,  Transactional  Data,  Call  Associated  Data,  or  Subscriber 
 Information,  and  (3)  all  personnel  who  have  access  to  Sensitive  Information,  meet  personnel  screening  requirements  commensurate  with  the  risk  posed  to  national  security 
 by  their  access  to  facilities,  equipment,  or  information  subject  to  this  Agreement. 
 (a)  VSNL  America  shall  consult  with  the  DOJ,  the  FBI,  and  the  DHS  on  the  screening  procedures  required  under  this  Section.  The  DOJ,  the  FBI  and  the 
 DHS  shall  take  into  consideration  VSNL  Americas  current  and  proposed 
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 screening  procedures  in  its  determination  of  the  required  screening  procedures,  which  shall  be  consistent  with  the  guidance  to  U.  S.  government 
 agencies  under  Executive  Order  10450.  VSNL  America  agrees  to  provide  a  list  of  positions  subject  to  screening  under  this  Section  to  the  DOJ,  the  FBI, 
 and  the  DHS.  The  Parties  shall  categorize  the  positions  according  to  the  risk  posed  to  national  security  by  the  level  of  access  to  facilities,  equipment,  and 
 information  subject  to  this  Agreement  and  shall  agree  upon  the  level  of  screening  necessary  to  satisfy  this  Section  for  each  access  level.  Upon 
 request,  VSNL  America  shall  provide  to  the  investigation  services  of  the  DOJ,  the  FBI,  and  the  DHS,  or  in  the  alternative,  to  the  investigation  service 
 of  the  United  States  Office  of  Personnel  Management  (  OPM),  all  the  information  it  collects  in  its  screening  process  of  each  candidate.  Candidates 
 for  these  positions  shall  be  informed,  and  shall  consent,  that  the  information  collected  during  the  screening  process  may  be  provided  to  the  U.  S. 
 government.  Current  and  newly  hired  personnel  subject  to  screening  will  be  required  to  sign  a  non-  disclosure  agreement  approved  in  advance  by  the 
 DOJ,  the  FBI,  and  the  DHS. 
 (b)  If  the  DOJ,  the  FBI,  or  the  DHS  so  desires,  it  may  on  its  own,  or  through  OPMs  investigation  service,  conduct  further  background  checks  for 

 screened  personnel.  VSNL  America  will  cooperate  with  any  such  further  background  checks. 

 (c)  Individuals  who  are  rejected  by  VSNL  America  or  by  the  DOJ,  the  FBI,  or  the  DHS  under  the  screening  requirements  of  this  Section  will  not  be  hired, 
 or,  if  they  have  begun  their  employment,  will  be  immediately  removed  from  their  positions,  or  otherwise  have  their  duties  immediately  modified  so  that 
 they  are  no  longer  performing  a  function  that  would  require  screening  under  this  Section.  Written  notification  of  rejection  by  the  DOJ,  the  FBI  or  the 
 DHS  shall  be  provided  to  VSNL  America  within  a  reasonable  time,  no  longer  than  thirty  (30)  days  after  receipt  of  such  rejection,  in  accordance  with 
 Section  5.13.  VSNL  America  will  notify  the  DOJ,  the  FBI,  and  the  DHS  of  the  transfer,  departure,  or  job  modification  of  any  individual  rejected  as  a 
 result  of  the  screening  conducted  pursuant  to  this  Section  within  seven  (7)  days  of  such  transfer,  departure,  or  modification,  and  shall  provide  the  DOJ, 
 the  FBI,  and  the  DHS  with  the  name,  date  of  birth  and  social  security  number  of  the  individual. 

 (d)  VSNL  America  shall  provide  training  to  instruct  screened  personnel  as  to  their  obligations  under  the  Agreement,  the  maintenance  of  their 
 trustworthiness  determination  after  screening,  and  any  other  requirements  otherwise  agreed  upon.  VSNL  America  shall  monitor  on  a  regular  basis  the 
 status  of  screened  personnel,  and  shall  remove  screened  personnel  who  no  longer  meet  the  requirements  set  forth  for  screened  personnel. 
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 (e)  VSNL  America  shall  maintain  records  relating  to  the  status  of  screened  personnel,  and  shall  provide  these  records,  upon  request,  to  the  DOJ,  the 
 FBI,  or  the  DHS. 
 ARTICLE  4:  DISPUTES  4.1  Informal  Resolution.  The  Parties  shall  use  their  best  efforts  to  resolve  any 

 disagreements  that  may  arise  under  this  Agreement.  Disagreements  shall  be  addressed,  in  the  first  instance,  at  the  staff  level  by  the  Parties  designated  representatives.  Any 
 disagreement  that  has  not  been  resolved  at  that  level  shall  be  submitted  promptly  to  the  General  Counsel  of  VSNL  America,  the  General  Counsel  of  the  FBI,  the  Deputy  Attorney 
 General  of  the  DOJ,  and  the  General  Counsel  of  the  DHS  or  their  respective  designees,  unless  the  FBI,  the  DOJ  or  the  DHS  believes  that  important  national  interests  can  be 
 protected,  or  VSNL  America  believes  that  paramount  commercial  interests  can  be  resolved,  only  by  resorting  to  the  measures  set  forth  in  Section  4.2.  If,  after  meeting  with 
 higher  authorized  officials,  any  of  the  Parties  determines  that  further  negotiation  would  be  fruitless,  then  that  Party  may  resort  to  the  remedies  set  forth  in  Section  4.2.  If  resolution  of 
 a  disagreement  requires  access  to  Classified  Information,  the  Parties  shall  designate  a  person  or  persons  possessing  the  appropriate  security  clearances  for  the  purpose  of 
 resolving  that  disagreement. 
 4.2  Enforcement  of  Agreement.  Subject  to  Section  4.1  of  this  Agreement,  if  any  of  the  Parties  believes  that  any  other  party  has  breached  or  is  about  to  breach  this  Agreement, 
 that  Party  may  bring  an  action  against  the  other  Party  for  appropriate  judicial  relief.  Nothing  in  this  Agreement  shall  limit  or  affect  the  right  of  a  U.  S.  Government  Agency  to: 

 (a)  require  that  the  Party  or  Parties  believed  to  have  breached,  or  about  to  breach,  this  Agreement  cure  such  breach  within  thirty  (30)  days,  or  whatever 
 shorter  time  period  is  appropriate  under  the  circumstances,  upon  receiving  written  notice  of  such  breach;  or 

 (b)  request  that  the  FCC  modify,  condition,  revoke,  cancel,  or  render  null  and  void  any  license,  permit,  or  other  authorization  granted  or  given  by  the  FCC 
 to  VSNL  America,  or  request  that  the  FCC  impose  any  other  appropriate  sanction,  including  but  not  limited  to  a  forfeiture  or  other  monetary  penalty, 
 against  VSNL  America;  or 
 (c)  seek  civil  sanctions  for  any  violation  by  VSNL  America  or  an  Affiliate  of  any  U.  S.  law  or  regulation  or  term  of  this  Agreement;  or 

 (d)  pursue  criminal  sanctions  against  VSNL  America,  or  any  director,  officer,  employee,  representative,  or  agent  of  VSNL  America,  or  against  any  other 
 person  or  entity,  for  violations  of  the  criminal  laws  of  the  United  States;  or  (e)  seek  suspension  or  debarment  of  VSNL  America  from  eligibility  for 
 contracting  with  the  U.  S.  Government.  4.3  Irreparable  Injury.  VSNL,  for  itself  and  for  VSNL  America,  agrees  that  the  United 
 States  would  suffer  irreparable  injury  if  for  any  reason  VSNL  or  VSNL  America  failed  to 
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 perform  any  of  its  material  obligations  under  this  Agreement,  and  that  monetary  relief  would  not  be  an  adequate  remedy.  Accordingly,  VSNL,  for  itself  and  for  VSNL  America, 
 agrees  that,  in  seeking  to  enforce  this  Agreement,  the  FBI,  the  DOJ  and  the  DHS  shall  be  entitled,  in  addition  to  any  other  remedy  available  at  law  or  equity,  to  specific  performance 
 and  injunctive  or  other  equitable  relief. 
 4.4  Waiver.  The  availability  of  any  civil  remedy  under  this  Agreement  shall  not  prejudice  the  exercise  of  any  other  civil  remedy  under  this  Agreement  or  under  any 

 provision  of  law,  nor  shall  any  action  taken  by  a  Party  in  the  exercise  of  any  remedy  be  considered  a  waiver  by  that  Party  of  any  other  rights  or  remedies.  The  failure  of  any  Party 
 to  insist  on  strict  performance  of  any  of  the  provisions  of  this  Agreement,  or  to  exercise  any  right  they  grant,  shall  not  be  construed  as  a  relinquishment  or  future  waiver;  rather,  the 
 provision  or  right  shall  continue  in  full  force.  No  waiver  by  any  Party  of  any  provision  or  right  shall  be  valid  unless  it  is  in  writing  and  signed  by  the  Party. 

 4.5  Waiver  of  Immunity.  VSNL,  for  itself  and  for  VSNL  America,  agrees  that,  to  the  extent  that  it  or  any  of  its  property  (including  FCC  licenses  and  authorizations  and 
 intangible  property)  is  or  becomes  entitled  at  any  time  to  any  immunity  on  the  ground  of  sovereignty  or  otherwise  based  upon  a  status  as  an  agency  or  instrumentality  of 
 government  from  any  legal  action,  suit  or  proceeding  or  from  setoff  or  counterclaim  relating  to  this  Agreement,  from  the  jurisdiction  of  any  competent  court  or  the  FCC,  from 
 service  of  process,  from  attachment  prior  to  judgment,  from  attachment  in  aid  of  execution  of  a  judgment,  from  execution  pursuant  to  a  judgment  or  arbitral  award,  or  from  any 
 other  legal  process  in  any  jurisdiction,  it,  for  itself  and  VSNL  America  and  its  property  expressly,  irrevocably  and  unconditionally  waives,  and  agrees  not  to  plead  or  claim,  any 
 such  immunity  with  respect  to  matters  arising  with  respect  to  this  Agreement  or  the  obligations  herein  (including  any  obligation  for  the  payment  of  money)  in  any  proceeding 
 brought  by  a  U.  S.  federal,  state  or  local  Government  Authority.  VSNL  agrees  that  the  waiver  in  this  provision  is  irrevocable  and  is  not  subject  to  withdrawal  in  any  jurisdiction 
 or  under  any  statute,  including  the  Foreign  Sovereign  Immunities  Act,  28  U.  S.  C.    1602  et  seq.  The  foregoing  waiver  shall  constitute  a  present  waiver  of  immunity  at  any  time  any 
 action  is  initiated  by  a  U.  S.  federal,  state  or  local  Government  Authority  against  VSNL  or  VSNL  America  with  respect  to  compliance  with  this  Agreement. 

 4.6  Forum  Selection.  It  is  agreed  by  and  between  the  Parties  that  a  civil  action  among  the  Parties  for  judicial  relief  with  respect  to  any  dispute  or  matter  whatsoever  arising 
 under,  in  connection  with,  or  incident  to,  this  Agreement  shall  be  brought,  if  at  all,  in  the  United  States  District  Court  for  the  District  of  Columbia. 

 4.7  Effectiveness  of  Article  4.  This  Article  4,  and  the  obligations  imposed  and  rights  conferred  herein,  shall  become  effective  upon  the  execution  of  this  Agreement  by  all  the 
 Parties. 
 ARTICLE  5:  AUDITING,  REPORTING,  NOTICE  AND  LIMITS  5.1  Filings  re  de  jure  or  de  facto  control  of  VSNL  America.  If  VSNL  America  makes 

 any  filing  with  the  FCC  or  any  other  Government  Authority  relating  to  the  de  facto  or  de  jure  control  of  VSNL  America  except  for  filings  with  the  FCC  for  assignments  or  transfers 
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 of  control  that  are  pro  forma,  VSNL  America  shall  promptly  provide  to  the  FBI,  the  DOJ  and  the  DHS  written  notice  and  copies  of  such  filing.  This  Section  5.1  shall  become 
 effective  upon  execution  of  this  Agreement  by  all  the  Parties. 
 5.2  Control  of  VSNL  America.  If  any  member  of  the  senior  management  of  VSNL  or  VSNL  America  (including  senior  officers  and  members  of  the  Board  of  Directors)  acquires 

 any  information  that  reasonably  indicates  that  any  single  foreign  entity  or  individual,  other  than  the  Government  of  India,  has  or  will  likely  obtain  an  ownership  interest  (direct  or 
 indirect)  in  VSNL  America  above  10  percent,  as  determined  in  accordance  with  47  C.  F.  R.    63.09,  or  if  any  foreign  entity  or  individual,  singly  or  in  combination  with  other  foreign 
 entities  or  individuals,  has  or  will  likely  otherwise  gain  either  (1)  Control  or  (2)  de  facto  or  de  jure  control  of  VSNL  America,  then  such  senior  manager  shall  promptly  cause  VSNL 
 America  through  its  Security  Officer  to  notify  the  FBI,  the  DOJ  and  the  DHS  in  writing  within  ten  (10)  calendar  days.  Notice  under  this  Section  5.2  shall,  at  a  minimum: 
 (a)  Identify  the  entity  or  individual(  s)  (specifying  the  name,  addresses  and  telephone  numbers  of  the  entity); 
 (b)  Identify  the  beneficial  owners  of  the  increased  or  prospective  increased  interest  in  VSNL  America  by  the  entity  or  individual(  s)  (specifying  the  name, 
 addresses  and  telephone  numbers  of  each  beneficial  owner);  and  (c)  Quantify  the  amount  of  ownership  interest  that  the  entity  or  individual(  s) 
 has  or  will  likely  obtain  in  VSNL  America  and,  if  applicable,  the  basis  for  their  prospective  Control  of  VSNL  America. 
 5.3  Joint  Ventures.  In  the  event  that  VSNL  America  enters  into  joint  ventures  or  other  arrangements  under  which  the  joint  venture  or  another  entity  may  provide  Domestic 
 Communications: 
 (a)  If  VSNL  or  VSNL  America  has  the  power  or  authority  to  exercise  de  facto  or  de  jure  control  over  such  entity,  then  VSNL  America  will  require  the  entity 

 to  fully  comply  with  the  terms  of  this  Agreement. 
 (b)  To  the  extent  VSNL  or  VSNL  America  does  not  have  de  facto  or  de  jure  control  over  such  joint  venture  or  entity,  the  provisions  of  Section  5.4, 

 Outsourcing  Contracts,  shall  apply  as  if  the  joint  venture  or  other  arrangement  was  an  Outsourcing  Contract. 

 5.4  Outsourcing  Contracts.  VSNL  America  shall  not  enter  into  an  Outsourcing  Contract  that  affords  the  contractor  access  to  Sensitive  Information.  In  any  Outsourcing 
 Contract,  VSNL  America  shall  take  reasonable  steps  to  ensure  that  the  contractor  complies  with  the  applicable  terms  of  this  Agreement.  Such  steps  shall  include  the  following: 

 (a)  VSNL  America  shall  include  written  provisions  in  the  Outsourcing  Contract  that  require  the  contractor  to  comply  with  all  applicable  terms  of  this  Agreement  or 
 shall  take  other  reasonable,  good-  faith  measures  to  ensure  that  the  contractor  is  aware  of,  agrees  to,  and  is  bound  to  comply  with  all  such  terms. 
 (b)  If  the  contractor  may  perform  any  of  the  contracted-  for  services  outside  the  United  States,  or  is  identified  after  reasonable  inquiry  by  VSNL  America  as  either 
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 Controlled  by  one  or  more  foreign  persons  or  combination  of  foreign  persons  under  common  Control,  or  as  having  ten  (10)  percent  or  more  of  its  voting  equity  held, 
 directly  or  indirectly,  by  one  or  more  foreign  persons  or  combination  of  foreign  persons  under  common  Control,  then: 
 (i)  no  later  than  30  days  before  the  Outsourcing  Contract  becomes  effective,  VSNL  America  shall  notify  the  DHS  in  writing,  identifying  the  name  of  the  entity, 
 describing  the  functions  covered  by  this  Agreement,  and  attaching  a  complete  copy  of  the  Outsourcing  Contract;  and 
 (ii)  DHS  will  have  30  days  from  receipt  of  the  notice  to  review  and  provide  VSNL  America  with  any  objection  to  the  Outsourcing  Contract,  which  shall  be  based  on 
 national  security,  law  enforcement,  or  public  safety  grounds.  If  DHS  objects  in  accordance  with  this  section,  VSNL  America  shall  not  proceed  with  execution  or 
 performance  of  the  Outsourcing  Contract.  (c)  Neither  VSNL  nor  VSNL  America  shall  induce  the  contractor  to  violate  its 
 obligations  to  VSNL  America  related  to  this  Agreement  or  to  take  any  action  that,  if  taken  by  VSNL  America,  would  violate  this  Agreement. 
 (d)  If  VSNL  or  VSNL  America  receives  information  that  reasonably  indicates  that  the  contractor  or  any  of  its  employees  or  agents  has  taken  an  action  that,  had  it  been  taken 
 by  VSNL  America,  would  violate  a  provision  of  this  Agreement,  or  has  violated  its  obligations  to  VSNL  America  related  to  this  Agreement,  VSNL  America  (1)  will  notify 
 the  DHS,  the  FBI,  and  the  DOJ  promptly,  and  (2)  in  consultation  and  cooperation  with  the  DHS,  the  FBI,  and  the  DOJ,  will  take  reasonable  steps  necessary  to  rectify  promptly 
 the  situation,  including  terminating  the  Outsourcing  Contract  (with  or  without  notice  and  opportunity  for  cure)  or  initiating  and  pursuing  litigation  or  other  remedies  at  law  and 
 equity.  (e)  Neither  an  Outsourcing  Contract  nor  any  provision  of  this  Section  5.4  does 
 nor  shall  it  be  construed  to  relieve  VSNL  or  VSNL  America  of  any  of  its  obligations  under  this  Agreement. 
 5.5  Notice  of  Foreign  Influence.  If  any  member  of  the  senior  management  of  VSNL  or  VSNL  America  (including  senior  officers  and  members  of  the  Board  of  Directors)  acquires 
 any  information  that  reasonably  indicates  that  any  foreign  government,  any  foreign  government-  controlled  entity,  or  any  foreign  entity: 

 (a)  plans  to  participate  or  has  participated  in  any  aspect  of  the  day-  to-  day  management  of  VSNL  America  in  such  a  way  that  interferes  with  or  impedes 
 the  performance  by  VSNL  America  of  its  duties  and  obligations  under  the  terms  of  this  Agreement,  or  interferes  with  or  impedes  the  exercise  by  VSNL 
 America  of  its  rights  under  the  Agreement,  or  foreseeably  concerns  the  obligations  of  VNSL  America  under  this  Agreement,  or 

 (b)  plans  to  exercise  or  has  exercised,  as  a  direct  or  indirect  shareholder  of  VSNL  America  or  its  subsidiaries,  any  Control  of  VSNL  America  in  such  a 
 way  that  interferes  with  or  impedes  the  performance  by  VSNL  America  of  its  duties  and  obligations  under  the  terms  of  this  Agreement,  or  interferes  with 
 or  impedes  the  exercise  by  VSNL  America  of  its  rights  under  the  terms  of 
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 this  Agreement,  or  foreseeably  concerns  VSNL  Americas  obligations  under  this  Agreement, 
 then  such  senior  manager  shall  promptly  notify  the  Security  Officer  who  shall,  in  turn,  promptly  notify  the  FBI,  the  DOJ  and  the  DHS  in  writing  of  the  timing  and  the  nature  of 
 the  foreign  governments  or  entitys  plans  or  actions. 
 5.6  Non-  retaliation.  VSNL  America  shall,  by  duly  authorized  action  of  its  Board  of  Directors,  adopt  and  distribute  an  official  corporate  policy  that  strictly  prohibits  VSNL 

 America  from  discriminating  or  taking  any  adverse  action  against  any  officer,  director,  employee,  contractor,  or  agent  because  he  or  she  has  in  good  faith  initiated  or  attempted  to 
 initiate  a  notice  or  report  under  Sections  5.2,  5.5,  or  5.8  of  this  Agreement,  or  has  notified  or  attempted  to  notify  the  Security  Officer  to  report  information  that  he  or  she  believes  in 
 good  faith  is  required  to  be  reported  to  the  DOJ,  the  FBI,  and  the  DHS  by  the  Security  Officer  under  Sections  5.2,  5.5,  or  5.8  of  this  Agreement.  Such  corporate  policy  shall  set 
 forth  in  a  clear  and  prominent  manner  the  contact  information  for  the  Security  Officer  to  whom  such  contacts  may  be  made  directly.  Any  violation  by  VSNL  America  of  any 
 material  term  of  such  corporate  policy  shall  constitute  a  breach  of  this  Agreement. 
 5.7  Security  Audit.  VSNL  America  shall  conduct  annual  audits  to  assess  its  compliance  with  the  terms  of  this  Agreement,  and  shall  furnish  the  DOJ,  the  FBI,  and  the  DHS  with  a 

 report  in  accordance  with  Section  5.11  of  this  Agreement.  After  the  execution  of  this  Agreement  and  at  least  three  months  prior  to  commencing  an  audit,  VSNL  America  shall 
 provide  the  DOJ,  the  FBI,  and  the  DHS  with  the  terms  of  the  audits  defining  their  scope  and  purpose.  The  DOJ,  the  FBI,  and  the  DHS  shall  have  the  right  to  review  and  approve 
 these  terms.  VSNL  and  VSNL  America  shall  ensure  that  the  auditor  has  full  and  unimpeded  corporate  authority  to  conduct  the  audits  without  restriction  or  limitation  by 
 any  officer,  director,  employee,  contractor  or  agent  of  VSNL  or  VSNL  America.  The  terms  defining  the  scope  and  purpose  of  the  audits  shall  include,  at  a  minimum,  authority  for  the 
 auditor  to  review  and  analyze:  (1)  VSNL  America  policies  and  procedures  designed  to  implement  this  Agreement;  (2)  all  relevant  information  related  to  the  configuration  of  the 
 VNSL  America  network;  (3)  all  minutes  of  meetings  held  or  actions  taken  by  the  VSNL  or  VSNL  America  Board  of  Directors  or  Committees  of  the  Board  in  accordance  with  this 
 agreement;  and  (4)  all  Security  Officer  logs  and  records  including  records  related  to  facility  visits,  personnel  screening  data,  and  any  reports  submitted  in  accordance  with 
 Section  5.8  of  this  Agreement.  In  addition,  such  terms  shall  include  authority  for  the  auditor  to  conduct  a  reasonable  number  of:  (1)  unannounced  inspections  of  the  VSNL 
 America  facilities  each  year,  (2)  random  testings  of  network  firewalls,  access  points  and  other  systems  for  potential  vulnerabilities,  and  (3)  confidential  interviews  of  VSNL  and 
 VSNL  America  officers,  directors,  employees,  contractors  or  agents  concerning  compliance  with  this  Agreement.  Upon  request,  VSNL  America  shall  provide  the  DOJ,  FBI,  or  the 
 DHS  with  access  to  facilities,  information,  and  personnel  consistent  with  Sections  5.9  and  5.10  below  in  the  event  that  the  DOJ,  FBI,  or  the  DHS  wishes  to  conduct  its  own  annual 
 audit  of  VSNL  Americas  compliance  with  this  Agreement. 
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 5.8  Reporting  of  Incidents.  VSNL  America  shall  report  to  the  FBI,  the  DOJ,  and  the  DHS  any  information  acquired  by  VSNL  America  or  any  of  its  officers,  directors, 
 employees,  contractors  or  agents  that  reasonably  indicates: 
 (a)  a  breach  of  this  Agreement; 
 (b)  access  to  or  disclosure  of  Domestic  Communications,  or  the  conduct  of  Electronic  Surveillance,  in  violation  of  federal,  state  or  local  law  or  regulation; 

 (c)  access  to  or  disclosure  of  CPNI  or  Subscriber  Information  in  violation  of  federal,  state  or  local  law  or  regulation  (except  for  violations  of  FCC  regulations  relating  to 
 improper  commercial  use  of  CPNI);  or 
 (d)  improper  access  to  or  disclosure  of  Classified,  Sensitive,  or  Controlled  Unclassified  Information. 

 This  report  shall  be  made  in  writing  by  the  Security  Officer  to  the  DOJ,  the  FBI,  and  the  DHS  no  later  than  ten  (10)  calendar  days  after  VSNL  America  acquires  information 
 indicating  a  matter  described  in  this  Section.  VSNL  America  shall  lawfully  cooperate  in  investigating  the  matters  described  in  this  Section.  VSNL  America  need  not  report 
 information  where  disclosure  of  such  information  would  be  in  violation  of  an  order  of  a  court  of  competent  jurisdiction  in  the  United  States. 

 5.9  Access  to  Information  and  Facilities.  The  DOJ,  the  FBI,  or  the  DHS  may  visit  any  part  of  VSNL  Americas  Domestic  Communications  Infrastructure  and  security  offices  to 
 conduct  on-  site  reviews  concerning  the  implementation  of  the  terms  of  this  Agreement  and  may  at  any  time  require  unimpeded  access  to  information  concerning  technical,  physical, 
 management,  or  other  security  measures  needed  by  the  DOJ,  the  FBI,  or  the  DHS  to  verify  compliance  with  the  terms  of  this  Agreement. 

 5.10  Access  to  Personnel.  Upon  reasonable  notice  from  the  DOJ,  the  FBI,  or  the  DHS,  VSNL  America  shall  make  available  for  interview  any  officers  or  employees  of  VSNL 
 America  and  any  contractors  located  in  the  United  States,  who  are  in  a  position  to  provide  information  to  verify  compliance  with  the  terms  of  this  Agreement. 

 5.11  Annual  Report.  On  or  before  the  last  business  day  of  January  of  each  year  after  the  Effective  Date,  the  Chief  Executive  Officer  or  a  designated  senior  corporate  officer  of 
 VSNL  America  shall  submit  to  the  DOJ,  the  FBI,  and  the  DHS  a  report  assessing  VSNL  Americas  compliance  with  the  terms  of  this  Agreement  for  the  preceding  calendar  year. 
 The  report  shall  include: 
 (a)  a  copy  of  all  security  audit  reports  compiled  following  an  audit  conducted  pursuant  to  Section  5.7  of  this  Agreement; 

 (b)  a  copy  of  the  policies  and  procedures  adopted  to  comply  with  this  Agreement; 
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 (c)  a  summary  of  changes,  if  any,  to  the  policies  and  procedures,  and  the  reasons  for  those  changes; 
 (d)  a  summary  of  any  known  acts  of  material  noncompliance  with  the  terms  of  this  Agreement,  whether  inadvertent  or  intentional,  with  full  disclosure  of 
 what  steps  have  been  or  will  be  taken  to  prevent  such  acts  from  occurring  in  the  future;  and 

 (e)  identification  of  any  other  issues  that  will  or  could  affect  the  effectiveness  of  or  compliance  with  this  Agreement. 
 VSNL  America  shall  make  available  to  the  Security  Officer  in  a  timely  fashion  all  information  necessary  to  prepare  the  report  required  by  this  Section. 
 5.12  Information  and  Reports  Concerning  Network  Architecture.  If  requested  by  the  DHS,  the  FBI,  or  the  DOJ,  VSNL  America  shall  provide  to  the  DHS,  the  FBI,  and  the  DOJ 
 the  following  information  regarding  the  interconnections  and  control  of  the  Domestic  Communications  Infrastructure: 

 (a)  A  description  of  the  plans,  processes  and  procedures,  relating  to  network  management  operations,  that  prevent  the  Domestic  Communications 
 Infrastructure  from  being  accessed  or  controlled  from  outside  the  United  States. 

 (b)  A  description  of  the  placement  of  the  Network  Operations  Center  and  interconnection  (for  service  offload  or  administrative  activities)  to  other 
 domestic  and  international  carriers,  ISPs  and  critical  U.  S.  financial,  energy,  and  transportation  infrastrutures. 

 (c)  A  description  of  VSNL  Americas  networks  and  operations  processes,  procedures  for  management  control  and  relation  to  the  backbone 
 infrastructures  of  other  service  providers. 
 (d)  A  description  of  any  unique  or  proprietary  control  mechanisms  of  VSNL  America  as  well  as  VSNL  Americas  operating  and  administrative  software. 

 (e)  A  report  of  Network  Management  Information  that  includes  an  assurance  that  network  performance  satisfies  FCC  rules  and  reporting  requirements. 
 Once  a  report  has  been  made  under  this  Section  5.12,  VSNL  America  shall  promptly  report  any  material  changes,  upgrades  or  modifications  to  the  items  described  in  (a)-(  e) 
 above,  including  the  installation  of  critical  equipment  and  software.  For  the  purposes  of  this  section,  critical  equipment  and  software  shall  include:  routers,  switches,  gateways, 
 network  security  appliances,  network  management/  test  equipment,  operating  systems  and  network  and  security  software  (including  new  versions,  patches,  upgrades,  and 
 replacement  software),  and  other  hardware,  software,  or  systems  performing  similar 
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 functions.  Monitors,  desktop  computers,  desktop  computer  applications,  disk  drives,  power  supplies,  printers,  racks  and  the  like  are  not  critical  equipment  or  software  unless 
 they  perform  functions  similar  to  those  of  the  items  described  in  (a)-(  e)  above.  Similarly,  material  shall  refer  to  those  changes,  modifications  and  upgrades  that  alter  network 
 operating  characteristics  or  architecture,  and  does  not  apply  to  spare  parts  replacement,  the  one-  for-  one  swapping  of  identical  equipment  or  the  related  re-  loading  of  system 
 software  or  backups;  provided,  however,  that  network  security  configuration  and  capabilities  remain  unchanged. 

 5.13  Notices.  Effective  upon  execution  of  this  Agreement  by  all  the  Parties,  all  notices  and  other  communications  relating  to  this  Agreement,  such  as  a  proposed  modification, 
 shall  be  in  writing  and  shall  be  deemed  given  as  of  the  date  of  receipt  and  shall  be  (a)  delivered  personally,  or  (b)  sent  by  facsimile,  or  (except  as  noted  below)  (c)  sent  by 
 documented  overnight  courier  service,  or  (d)  sent  by  registered  or  certified  mail,  postage  prepaid,  addressed  to  the  Parties  designated  representatives  at  the  addresses  shown  below, 
 or  to  such  other  representatives  at  such  others  addresses  as  the  Parties  may  designate  in  accordance  with  this  Section: 
 Department  of  Justice  Assistant  Attorney  General 
 Criminal  Division  Main  Justice 
 950  Pennsylvania  Avenue,  NW  Washington,  DC  20530 
 Federal  Bureau  of  Investigation  General  Counsel 
 935  Pennsylvania  Avenue,  NW  Washington,  DC  20535 
 With  a  copy  to:  Federal  Bureau  of  Investigation 
 The  Assistant  Director  National  Security  Division 
 935  Pennsylvania  Avenue,  NW  Washington,  DC  20535 
 Department  of  Homeland  Security  Washington,  D.  C.  20528 
 Attn:  Assistant  Secretary  for  Infrastructure  Protection  Mr.  Satish  Ranade 
 Executive  Director  (Legal)  and  Company  Secretary  Videsh  Sanchar  Nigam  Limited 
 Videsh  Sanchar  Bhavan  M.  G.  Road 
 Mumbai,  India  400  001 
 With  a  copy  to:  Robert  J.  Aamoth,  Esq. 
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 Kelley  Drye  &  Warren  LLP  1200  19  th  Street,  N.  W.,  Suite  500 
 Washington,  D.  C.  20036  (202)  955-  9676  (telephone  number) 
 (202)  955-  9792  (fax  number)  raamoth@  kelleydrye.  com 

 Mr.  Satish  Ranade  President,  VSNL  America,  Inc. 
 c/  o  Kelley  Drye  &  Warren  LLP  1200  19  th  Street,  N.  W.,  Suite  500 
 Washington,  D.  C.  20036  Attn:  Robert  J.  Aamoth,  Esq. 

 5.14  Compliance  Assurance.  VSNL  will  take  all  steps  necessary  to  ensure  that  VSNL  America  complies  with  the  terms  of  this  Agreement. 
 ARTICLE  6:  FREEDOM  OF  INFORMATION  ACT  6.1  Protection  from  Disclosure.  The  DOJ,  the  FBI  and  the  DHS  shall  take  all 
 reasonable  measures  to  protect  from  public  disclosure  all  information  submitted  by  VSNL  America  (or  other  entities  in  accordance  with  the  terms  of  this  Agreement)  to  the  DOJ,  the 
 FBI  or  the  DHS  in  connection  with  this  Agreement  and  clearly  marked  with  the  legend  "Business  Confidential;  subject  to  protection  under  5  U.  S.  C.    553(  b);  not  to  be  released 
 without  notice  to  the  filing  party"  or  similar  designation.  Such  markings  shall  signify  that  it  is  the  companys  position  that  the  information  so  marked  constitutes  trade  secrets 
 and/  or  commercial  or  financial  information  obtained  from  a  person  and  privileged  or  confidential,  or  otherwise  warrants  protection  within  the  meaning  of  5  U.  S.  C.    552(  b)(  4). 
 For  the  purposes  of  5  U.  S.  C.    552(  b)(  4),  the  Parties  agree  that  information  so  marked  is  voluntarily  submitted.  If  a  request  is  made  under  5  U.  S.  C.  552(  a)(  3)  for  information  so 
 marked,  and  disclosure  of  any  information  (including  disclosure  in  redacted  form)  is  contemplated,  the  DOJ,  the  FBI  or  the  DHS,  as  appropriate,  shall  notify  the  company  of 
 the  intended  disclosure  as  provided  by  Executive  Order  12600,  52  Fed.  Reg.  23781  (June  25,  1987).  If  VSNL  America  objects  to  the  intended  disclosure  and  its  objections  are  not 
 sustained,  the  DOJ,  the  FBI,  or  the  DHS,  as  appropriate,  shall  notify  the  company  of  its  intention  to  release  (as  provided  by  Section  5  of  E.  O.  12600)  not  later  than  five  (5)  business 
 days  prior  to  disclosure  of  the  challenged  information. 
 6.2  Use  of  Information  for  U.  S.  Government  Purposes.  Nothing  in  this  Agreement  shall  prevent  the  FBI,  the  DOJ  or  the  DHS  from  lawfully  disseminating  information  as 

 appropriate  to  seek  enforcement  of  this  Agreement,  or  from  lawfully  sharing  information  as  appropriate  with  other  federal,  state,  or  local  Government  Authorities  to  protect  public 
 safety,  law  enforcement,  or  national  security  interests,  provided  that  the  FBI,  the  DOJ  and  the  DHS  take  all  reasonable  measures  to  protect  from  public  disclosure  the  information 
 marked  as  described  in  Section  6.1. 
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 ARTICLE  7:  FCC  CONDITION  7.1  FCC  Approval.  Upon  the  execution  of  this  Agreement  by  all  the  Parties,  the  FBI, 
 the  DOJ  and  the  DHS  shall  promptly  notify  the  FCC  that,  provided  the  FCC  adopts  a  condition  substantially  the  same  as  set  forth  in  Exhibit  A  attached  hereto  (the  Condition 
 to  FCC  Authorization),  the  FBI,  the  DOJ  and  the  DHS  have  no  objection  to  the  FCCs  grant  of  the  application  filed  with  the  FCC  in  FCC  File  No.  ITC-  214-  20030728-  00376.  This 
 Section  is  effective  upon  execution  of  this  Agreement  by  all  the  Parties. 
 7.2  Future  Applications.  VSNL  and  VSNL  America  agree  that  in  any  application  or  petition  by  VSNL  or  VSNL  America  to  the  FCC  for  licensing  or  other  authority  filed  with 
 or  granted  by  the  FCC  after  the  execution  of  this  Agreement,  except  with  respect  to  pro  forma  assignments  or  pro  forma  transfers  of  control,  VSNL  or  VSNL  America  shall  request 
 that  the  FCC  condition  the  grant  of  such  licensing  or  other  authority  on  compliance  with  the  terms  of  this  Agreement.  Notwithstanding  Section  8.9,  the  FBI,  the  DOJ  and  the  DHS 
 reserve  the  right  to  object,  formally  or  informally,  to  the  grant  of  any  other  FCC  application  or  petition  of  VSNL  America  or  its  Affiliates  for  a  license  or  other 
 authorization  under  Titles  II  and  III  of  the  Communications  Act  of  1934,  as  amended,  and  to  seek  additional  or  different  terms  that  would,  consistent  with  the  public  interest,  address 
 any  threat  to  their  ability  to  enforce  the  laws,  preserve  the  national  security  and  protect  the  public  safety  raised  by  the  transactions  underlying  such  applications  or  petitions. 

 ARTICLE  8:  OTHER  8.1  Right  to  Make  and  Perform  Agreement.  VSNL,  for  itself  and  for  VSNL  America, 
 represents  that  it  has  and  shall  continue  to  have  throughout  the  term  of  this  Agreement  the  full  right  to  enter  into  this  Agreement  and  perform  its  obligations  hereunder  and  that  this 
 Agreement  is  a  legal,  valid,  and  binding  obligation  of  VSNL  and  VSNL  America,  enforceable  in  accordance  with  its  terms. 
 8.2  Headings.  The  Article  and  section  headings  and  numbering  in  this  Agreement  are  inserted  for  convenience  only  and  shall  not  affect  the  meaning  or  interpretation  of  the 
 terms  of  this  Agreement.  8.3  Other  Laws.  Nothing  in  this  Agreement  is  intended  to  limit  or  constitute  a  waiver  of 
 (a)  any  obligation  imposed  by  any  U.  S.  federal,  state  or  local  laws  on  VSNL  or  VSNL  America,  (b)  any  enforcement  authority  available  under  any  U.  S.  or  state  laws,  (c)  the 
 sovereign  immunity  of  the  United  States,  or  (d)  any  authority  the  U.  S.  government  may  possess  over  the  activities  or  facilities  of  VSNL  America  located  within  or  outside  the 
 United  States  (including  authority  pursuant  to  the  International  Emergency  Economic  Power  Act).  Nothing  in  this  Agreement  is  intended  to  or  is  to  be  interpreted  to  require  the 
 Parties  to  violate  any  applicable  U.  S.  law. 
 8.4  Statutory  References.  All  references  in  this  Agreement  to  statutory  provisions  shall  include  any  future  amendments  to  such  statutory  provisions. 

 8.5  Non-  Parties.  Nothing  in  this  Agreement  is  intended  to  confer  or  does  confer  any  rights  on  any  person  other  than  the  Parties  and  any  Government  Authorities  entitled  to 
 effect  Electronic  Surveillance  pursuant  to  Lawful  U.  S.  Process. 
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 8.6  Modifications.  This  Agreement  may  only  be  modified  by  written  agreement  signed  by  all  of  the  Parties.  The  FBI,  the  DOJ  and  the  DHS  agree  to  consider  promptly  and  in 
 good  faith  possible  modifications  to  this  Agreement  if  VSNL  America  believes  that  the  obligations  imposed  on  VSNL  America  under  this  Agreement  are  substantially  more 
 restrictive  than  those  imposed  on  other  U.  S.  and  foreign  licensed  service  providers  in  like  circumstances  in  order  to  protect  U.  S.  national  security,  law  enforcement,  and  public  safety 
 concerns.  Any  substantial  modification  to  this  Agreement  shall  be  reported  to  the  FCC  within  thirty  (30)  days  after  approval  in  writing  by  the  Parties. 

 8.7  Severability.  The  provisions  of  this  Agreement  shall  be  severable  and  if  any  provision  thereof  or  the  application  of  such  provision  under  any  circumstances  is  held 
 invalid  by  a  court  of  competent  jurisdiction,  it  shall  not  affect  any  other  provision  of  this  Agreement  or  the  application  of  any  provision  thereof. 

 8.8  Changes  in  Circumstances  for  VSNL  America.  The  DOJ,  the  FBI  and  the  DHS  agree  to  negotiate  in  good  faith  and  promptly  with  respect  to  any  request  by  VSNL 
 America  for  relief  from  application  of  specific  provisions  of  this  Agreement  if  those  provisions  become  unduly  burdensome  or  adversely  affect  VSNL  Americas  competitive 
 position. 
 8.9  Changes  in  Circumstances  for  DOJ,  FBI  or  DHS.  If  after  the  date  that  all  the  Parties  have  executed  this  Agreement,  the  DOJ,  the  FBI  or  the  DHS  finds  that  the  terms  of 
 this  Agreement  are  inadequate  to  address  national  security,  law  enforcement,  or  public  safety  concerns,  then  VSNL  and  VSNL  America  will  negotiate  in  good  faith  to  modify  this 
 Agreement  to  address  those  concerns. 
 8.10  Counterparts.  This  Agreement  may  be  executed  in  one  or  more  counterparts,  including  by  facsimile,  each  of  which  shall  together  constitute  one  and  the  same 
 instrument.  8.11  Successors  and  Assigns.  This  Agreement  shall  inure  to  the  benefit  of,  and  shall  be  binding  upon,  the  Parties,  and  their  respective  successors  and  assigns.  This  Agreement 
 shall  also  be  binding  on  all  subsidiaries,  divisions,  departments,  branches,  and  other  components  or  agents  of  VSNL  America,  and  on  all  Affiliates  of  VSNL  America 
 (individually,  a  Covered  VSNL  America  Entity,  and  collectively,  Covered  VSNL  America  Entities). 

 8.12  Effectiveness  of  Article  8.  This  Article  8,  and  the  obligations  imposed  and  rights  conferred  herein,  shall  be  effective  upon  the  execution  of  this  Agreement  by  all  the  Parties. 
 8.13  Effectiveness  of  Agreement.  Except  as  otherwise  specifically  provided  in  the  provisions  of  this  Agreement,  the  obligations  imposed  and  rights  conferred  by  this 
 Agreement  shall  take  effect  upon  the  Effective  Date.  8.14  Suspension  of  Agreement  and  Obligations  Hereunder.  This  Agreement  shall  be 
 suspended  upon  thirty  (30)  days  notice  to  the  FBI,  the  DOJ  and  the  DHS  if  no  Covered  VSNL  America  Entity  provides  Domestic  Communications. 
 8.15  Suspension  of  Agreement  If  No  Foreign  Ownership.  This  Agreement  shall  be  suspended  in  its  entirety  with  respect  to  VSNL  America  and  to  VSNL  thirty  (30)  days  after 
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 receipt  from  VSNL  America  of  notice  and  documentation  reasonably  satisfactory  to  the  DOJ,  the  FBI  and  the  DHS  that  no  foreign  entity  or  combination  of  foreign  entities 
 (including  one  or  more  persons  under  common  Control)  either  Controls  VSNL  America  or  holds,  directly  or  indirectly,  a  ten  (10)  percent  or  greater  interest  in  VSNL  America  unless 
 the  DOJ,  the  FBI  and  the  DHS  notify  VSNL  America  within  said  thirty  (30)  day  period  that  this  Agreement  shall  not  be  suspended  in  order  to  protect  U.  S.  national  security,  law 
 enforcement,  and  public  safety  concerns.  If  this  Agreement  is  not  suspended  pursuant  to  this  provision,  the  DOJ,  the  FBI  and  the  DHS  agree  to  consider  promptly  and  in  good  faith 
 possible  modifications  to  this  Agreement.  Notwithstanding  anything  to  the  contrary  in  this  Section  8.15,  this  Agreement  shall  remain  in  effect  with  respect  to  VSNL  America  for  so 
 long  as  (and  the  obligations  of  VSNL  America  shall  not  be  suspended  and  any  suspension  of  the  obligations  of  VSNL  America  shall  terminate  if)  VSNL  or  any  other  foreign  entity  or 
 combination  of  foreign  entities  (including  one  or  more  persons  under  common  Control)  either  Controls  VSNL  America  or  at  any  time  holds  or  is  a  party  to  an  agreement  to  hold, 
 directly  or  indirectly,  a  ten  (10)  percent  or  greater  interest  in  VSNL  America  or  any  transferee  or  assignee  of  the  FCC  licenses  or  authorizations  held  by  VSNL  America. 
 8.16  Notice  of  Additional  Services.  VSNL  or  VSNL  America  shall  provide  a  minimum  of  thirty  (30)  days  advanced  notice  to  the  DOJ,  the  FBI  and  the  DHS  in  the  event  that  VSNL 
 or  VSNL  America  or  any  Affiliate  changes  or  intends  to  change  the  present  plans  set  forth  in  the  recitals  to  this  Agreement  such  that  the  representations  made  therein  are  no  longer 
 fully  accurate,  true  and  complete. 
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 This  Agreement  is  executed  on  behalf  of  the  Parties:  Videsh  Sanchar  Nigam  Limited 
 Date:  05/  24/  04  By:/  s/  SATISH  RANADE  Printed  Name:  Satish  Ranade 
 Title:  Executive  Director  (Legal)  and  Company  Secretary 

 VSNL  America,  Inc. 
 Date:  05/  24/  04  By:  /s/  SATISH  RANADE  Printed  Name:  Satish  Ranade 
 Title:  President 

 Federal  Bureau  of  Investigation 
 Date:  05/  10/  04  By:/  s/  PATRICK  W.  KELLEY  Printed  Name:  Patrick  W.  Kelley 
 Title:  Deputy  General  Counsel 

 Department  of  Homeland  Security 
 Date:  05/  24/  04  By:/  s/  TINA  W.  GABBRIELLI  Printed  Name:  Tina  W.  Gabbrielli 
 Title:  Director  of  Intelligence  Coordination  and  Special  Infrastructure  Protection  Programs, 
 Office  of  Infrastructure  Protection 

 United  States  Department  of  Justice 
 Date:  05/  18/  04  By:  /s/  LAURA  H.  PARSKY  Printed  Name:  Laura  H.  Parsky 
 Title:  Deputy  Assistant  Attorney  General,  Criminal  Division 
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 EXHIBIT  A  CONDITION  TO  FCC  AUTHORIZATION 
 IT  IS  FURTHER  ORDERED,  that  this  authorization  and  any  licenses  transferred  thereunder  are  subject  to  compliance  with  the  provisions  of  the  Agreement  between  VSNL 
 and  VSNL  America,  on  the  one  hand,  and  the  Department  of  Justice  (the  DOJ),  the  Federal  Bureau  of  Investigation  (the  FBI),  and  the  Department  of  Homeland  Security 
 (  DHS),  on  the  other,  dated  May  24,  2004,  which  Agreement  is  designed  to  address  national  security,  law  enforcement,  and  public  safety  concerns  of  the  DOJ,  the  FBI  and  the 
 DHS  regarding  the  authority  granted  herein.  Nothing  in  this  Agreement  is  intended  to  limit  any  obligation  imposed  by  Federal  law  or  regulation  including,  but  not  limited  to,  47 
 U.  S.  C.    222(  a)  and  (c)(  1)  and  the  FCCs  implementing  regulations. 
28