REFERENCE INTERCONNECT OFFER BY BHARTI TELEMEDIA LIMITED TO
BROADCASTERS SEEKING ACCESS TO ITS DIRECT TO HOME SERVICEThis REFERENCE INTERCONNECT OFFER (‘RIO’) has been drawn up in compliance with
Telecommunication (Broadcasting and Cable) Services Interconnection (Addressable
Systems) Regulations, 2017 (‘Regulations’) and the Telecommunication (Broadcasting andCable) Tariff Order, 2017 along with amendments (collectively referred to as the ‘Interconnect
Regulations’) and is subject the final outcome of the challenge filed in the courts against theInterconnect Regulation.
This RIO consists of two parts – Part A and Part B. Part A consists of the Application Formto enable the Broadcaster to make an application to avail the DTH Service of Bharti
Telemedia Limited (‘Telemedia’) and Part B consists of the Interconnection Agreement,
containing terms and conditions, which, inter alia, provide the technical, commercial and legal
terms and conditions upon which Telemedia may grant access to the Broadcaster to the DTH
Service of Telemedia for re-transmission and distribution of the Channel(s) of the
Broadcaster. This RIO is being published without prejudice to Telemedia’s rights andcontentions available under law.
PART-A : APPLICATION FORM
Application form to get access to the network for distribution of television channel
1. Name of Broadcaster2. The names of CEO/MD of the broadcaster3. Registered Office address4. Address for communication5. Name of contact person/ authorized representative6. Telephone of contact person7. E-mail Address of contact person8. Details of channel and the copy of permission letter issue by MIB for downlinking ofchannel(s)Sr.
No

Name oftheChannel(s)

Genre
of
Channel(s)

Languageof theChannel(s)LicenseHolderRegistration
No..

Validity

From

ChannelAvailed(Y/N)(tobe filled
by DPO)To

9. Encryption of Channel(s)Declaration: I _________s/o or d/o _____________, (Authorized Signatory) of____________(Name of the Broadcaster) do hereby declare the details of the above are trueand correct.

1

Signature

Date and PlaceTerms and Conditions governing Part-A of the RIO:
1. Broadcaster desirous of retransmission and/or distribution of its Channel(s) on the
DTH Service of Operator must provide the following :i.
ii.

Application Form, complete in full, accurate and legible.
Documents including the following:a. List of directors and the name of the authorised signatory together withthe board resolution evidencing the sameb. Copy of valid licenses issued by the Ministry of Information andBroadcasting, India authorizing the Broadcaster to operate each of the
Channel(s)c. Certification of Incorporation and the Memorandum and Articles of
Association of the Company
d. List of directors and the name of the authorised signatory together withthe board resolution evidencing the samee. Copy of the certificate issued by the Income Tax department allotting thePermanent Account Number, Service Tax Number to the Broadcasterf. Information on any insolvency proceedings or winding up proceedings
pending against the Broadcaster, and/or a declaration that no suchproceedings are pending against the Broadcaster.
g. For Broadcasters belonging to the same group company, a copy of theletter of authority issued by the broadcaster(s) authorizing another
Broadcaster to negotiate and enter into carriage and placementagreements with distribution platform operators including Operator..

2. Notwithstanding to the contrary stated, nothing in this Agreement shall prevent
Operator from rejecting an Application of the Broadcaster, ifi.
The Broadcaster refuses to pay the carriage fee to Operator, orii.
The Broadcaster is in default of any payments to Operator and continues tobe in default in connection with the Channels named in the Application Form
and/or the any other channel(s) owned and/or distributed by the Broadcasterand/or any group company of the Broadcaster under other arrangements
and/or RIO’s, oriii.
Operator believes that the Broadcaster, may not be able to pay carriage fee
for the complete period of one (1) year thereby violating the regulations which
mandates the period of interconnection agreement to be for minimum one (1)year, oriv.
The Broadcaster and/or any group company of the Broadcaster, is in default
of any other terms and conditions of this RIO or any other interconnection
agreement(s) signed by Operator with the Broadcaster and/or any groupcompany of the Broadcaster for any other channel(s) owned and/or distributedby the Broadcaster and/or any group company of the Broadcaster, orv.
If the Channel(s) was discontinued, in the past one year or less, because themonthly subscription of the Channel(s) was less than as specified in TRAI
regulationsvi.
If there are any pending earlier requests by other broadcasters or Operator isunable to allocate spare capacity on the DTH Service of Operator for retransmission and distribution of its Channel(s).
2PART-B : INTERCONNECTION AGREEMENTTHIS INTERCONNECTION AGREEMENT (‘Agreement’) is enterd into on_____________, 2020 BETWEENBHARTI TELEMEDIA LTD., a company incorporated under the Companies Act, 1956, andhaving its Registered Office at 1, Nelson Mandela Road, Vasant Kunj, Phase 2, New Delhi –110 070, (hereinafter referred to as “‘Operator’”, which expression shall, unless repugnant
to the context or meaning thereof, be deemed to include its successors and permitted
assigns) of the first part.
AND__________________, company incorporated under the Companies Act, 1956/2013 andhaving its Registered Office at _______________, represented through its Authorized
Signatory, (hereinafter referred to as the “Broadcaster”, which expression shall unlessrepugnant to the context or meaning thereof, be deemed to include its successors-in
business, permitted assignees), of the other part.
‘OPERATOR’ and the Broadcaster are hereinafter individually referred to as ‘Party’ andcollectively referred to as “Parties”.
RECITALS WHEREAS ‘Operator’ operates a DTH (Direct-To-Home) platform; AND WHEREAS the Broadcaster is inter alia engaged in the business of providing
content/transmitting television channel under a valid and subsisting permission from the
Ministry of Information and Broadcasting; AND WHEREAS the Broadcaster is the owner and/or distributor of the Channel(s) andhas obtained necessary permission for uplinking and downlinking the channel in India(copy of which shall be provided to ‘Operator’ by the Broadcaster).
 AND WHEREAS the Broadcaster is desirous to access the DTH platform of ‘Operator’for the purpose of distribution of its Channel (as defined herein-below) in India in
accordance with the applicable regulations and terms and conditions which govern suchprovision; AND WHEREAS ‘Operator’ has agreed to distribute the channel(s) of the Broadcaster,
as described in this Agreement, on the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
contained herein, the Parties agree as follows: 1.

DEFINITIONS AND INTERPRETATIONS

3

1.1

In this Agreement, unless the context otherwise requires, the following words shallhave the meaning ascribed thereto when used in capitalized form elsewhere in thisAgreement:(a) “Agreement" or “This Agreement” means this Interconnection Agreement
together with its Schedules as may be amended from time to time.
(b) “Addressable system” means an electronic device (which includes hardware
and its associated software) or more than one electronic device put in an
integrated system through which transmission of programs including retransmission of signals of television channels can be done in encrypted form,
which can be decoded by the device or devices at the premises of the subscriber
within the limits of the authorization made, on the choice and request of such
subscriber, by the distributor of television channels;(c) “Applicable Laws” means laws, regulations, directions, notifications, rules ororders or guidelines, including amendments thereto, enacted or issued by any
constitutional, legislative, judicial, quasi-judicial, self-regulatory bodies oradministrative authority including without limitation the Copyrights Act, 1957,
Telecom Regulatory Authority of India (TRAI), Ministry of Information andBroadcasting (MIB).
(d)“Authority” means the Telecom Regulatory Authority of India established undersub-section (1) of section 3 of the Telecom Regulatory Authority of India Act, 1997
(24 of 1997);(e) “a-la-carte” or “a-la-carte channel” with reference to offering of a television
channel means offering the channel individually on a standalone basis;
(f)

(g)

(h)

(i)

(j)

“Active Subscriber” means a subscriber who has been authorized to receive
signals of television channels as per the subscriber management system andwhose set top box has not been denied signals;“Average active subscriber base” means the number arrived by averaging theactive subscriber base count in the manner specified in Schedule VII of theTelecommunication (Broadcasting and Digital) Services Interconnection(Addressable Systems) Regulations, 2017 including any amendments thereof;
bouquet” or “bouquet of channels” means an assortment of distinct channels
offered together as a group or as a bundle by the Broadcaster and all its
grammatical variations and cognate expressions shall be construed accordingly;“Broadcaster” means a person or a group of persons, or body corporate, or any
organization or body who, after having obtained, in its name, downlinking
permission for its channels, from the Central Government, is providing
programming services;“Carriage fee” means any fee payable by a broadcaster to Operator only for the
purpose of carrying its channels/ bouquet(s), as the case maybe, Television
Networks, without, specifying the placement of such channels onto a specificposition in the electronic program guide or, seeking assignment of a particularnumber to such channels and calculated in accordance with Schedule I of theTelecommunication (Broadcasting and Digital) Services Interconnection4

(Addressable Systems) Regulations, 2017 as issued by the Authority, including
any amendments thereof.;(k) For the purpose of calculation of “Carriage Fee”, the number of channels in abouquet(s) as offered by the Broadcaster shall be treated as 1 (One) on individual
basis and accordingly carriage fee shall be calculated.
(l)“Channel(s)” means the standard definition (SD) channel(s)/ high definition (HD)channels, as the case maybe and more specifically listed out by the Broadcaster,along with their Nature, Maximum Retail Price (if any) and respective genre, inAnnexure B annexed to this Agreement that are owned/operated by the
Broadcaster (including its subsidiary company or holding company or subsidiaryof the holding company) / ;(m) “Confidential Information” means any confidential and proprietary information
disclosed by either Party to the other Party while performing under thisAgreement.
(n)

(o)
(p)

(q)

(r)

(s)
(t)

(u)

“Direct to Home service” or DTH service” means re-transmission of signals of
television channels, by using a satellite system, directly to subscriber’s premises
without passing through an intermediary such as local cable ‘Operator’ or any
other distributor of television channels.
“Effective Date” means the date of execution of this Agreement first written
above;“Free-to-air channel” or “Free-to-air television channel” means a channel
which is declared as such by the Broadcaster and for which no fee is to be paidby the distributor of television channels to the Broadcaster for signals of suchchannel;“Holding Company”, “Subsidiary Company” and “Subsidiary of the holding
company” shall have the same meaning as defined under the Companies Act,
2013 including any amendments thereof.
“Intellectual Property Rights” means all intellectual property rights owned andlicensed, to be owned and licensed by the Broadcaster and/or the Channel
owners including but not limited to any patent, copyright, trademark or any mark,any right in the nature of the aforementioned rights, trade secrets, rights of
attribution, integrity and similarly afforded “moral rights,” rights in unpatented
know-how, inventions and technology, and any other intellectual or proprietary
rights of any nature whatsoever in any part of the world,“‘Operator’ Platform” means the DTH network of ‘Operator’ through which DTH
services are being provided to the Subscribers of ‘Operator’“Pay channel” means a channel which is declared as such by the Broadcasterand for which a share of maximum retail price is to be paid to the Broadcaster by
the distributor of television channels and for which due authorization needs to beobtained from the Broadcaster for distribution of such channel to subscribers;“Satellite” means the satellites used for up linking or down linking or operating
DTH services.
5

“Set Top Box” or “STB” means a device, which is connected to or is part of atelevision receiver and which enables a subscriber to view subscribed channels(w) “Territory/Target Market” shall mean geographical region of the Republic ofIndia.
(x) “Subscriber Reports” shall mean the monthly reports to be provided byOperator to Broadcaster in accordance with Schedule VII of theTelecommunication (Broadcasting and cable) services Interconnection(Addressable Systems) Regulations, 2017;(aa) “Subscriber Report Due Date” shall mean the period of seven days reckoned
from the end of the calendar month, within which period, an Operator is required
to furnish to the Broadcaster, the monthly subscription reports as provided for in
the Telecommunication (Broadcasting and cable) services Interconnection(Addressable Systems) Regulations, 2017;(ab) “Term” means the period of 1 (One) year of validity of this Agreement,commencing from the Effective Date, unless this Agreement is terminated earlier
in accordance with the provisions of this Agreement.
(v)

2.

DESCRIPTION OF CHANNEL:
2.1 Name of the Channel(s)2.2 Genre of the Channel(s)2.3 Language of the Channel(s)2.4 Nature of the Channel(s) (Pay/FTA)-

3.

4.

Average Subscriber Base of the Distributor:
3.1. Average Subscriber base of the Distributor is subjected from time to time.
3.2. The Average subscriber is mentioned in Annexure – DC for the purpose of thispresent RIO.
RIGHTS GRANTED
4.1. Subject to the provisions hereof, the Broadcaster grants to ‘Operator’, the nonexclusive right during the term of this Agreement:
a. to receive;b. to decrypt, turnaround, encrypt (without interfering in its contents) either
itself or through the Affiliate(s);c. to redistribute/transmit the Channel through ‘Operator’’s DTH platform in, forreception by the Subscribers through STB as per their request and choice
which may or may not have storage capacity;d. to sell/market the channel(s) on a la carte basis or as part of any one ormore of the packages of channels; ande. to charge a price as decided by ‘Operator’ from Subscriber subscribing to
the channel or package of channels including channel(s) owned by the
Broadcaster and subject to Applicable laws.
4.2. In terms of the authorization granted by the Broadcaster, the Channel shall be
down-linked at ‘Operator’’s DTH Platform at Manesar and after re-encrypting the6signals distribute/transmit the same to the Subscriber through ‘Operator’ platform,
which will be decrypted by the Subscriber by CPE.
4.3. Operator may enable Digital Video Recording (DVR)/ Personal Video Recording(PVR) through in-built Hardware in STB, external USB connected to the STB or
Cloud Storage for Operator’s subscribers. Broadcaster agrees that the lawful use
by a Subscriber of a STB with PVR/DVR facility for purposes of recording a
program on the Channel(s), or part thereof; shall not be deemed a breach of thisAgreement
5. RATE OF CARRIAGE FEE AND MANNER OF CALCULATION:
5.1. Rate of carriage fee:a. The rate of carriage fee per standard definition channel per subscriber per
month to be paid by the Broadcaster to ‘Operator’ shall be twenty paisa;
b. The rate of carriage fee per high definition channel per subscriber per month
to be paid by the Broadcaster to ‘Operator’ shall be forty paisa;
5.2. Manner of calculation of carriage fee: The manner of calculation of carriage fee
payable by the Broadcaster to ‘Operator’ is provided in Annexure A of thisAgreement.
5.3. The amount of carriage fee payable by Broadcaster to Operator per month, shallnot exceeda. Rupees four lakhs (Rs. 4,00,000/-) for a SD Channel; andb. Rupees eight lakhs (Rs. 8,00,000/-) for a HD Channel
6.

PAYMENT TERMS
6.1. Operator shall provide to Broadcaster the Subscriber Report for the applicablemonth on or before the applicable Subscriber Report Due Date
6.2. Operator shall raise monthly invoices on the Broadcaster, towards Carriage Feefor a particular month (together with applicable taxes, levies and cess) along with
the Subscriber Report of the particular month. In case, the Operator fails to send
the Subscriber Report in accordance with Clause 5.1, Operator shall have theright to raise a provisional invoice on Broadcaster for that month. Broadcasteragrees and acknowledges that the provisional invoice towards Carriage Fee shallbe such amount as shall be increased by 10% of the amount mentioned in theinvoice raised on Broadcaster towards Carriage Fee for the immediately
preceding month. On receipt of Subscription Report for such month, (for which
the provisional invoice was raised by Operator), from Operator, but no later than
three (3) months from the Subscriber Report Due Date for such month (for which
the provisional invoice was raised by Operator), Broadcaster would conduct
reconciliation between the provisional invoice raised by the Operator and the
Subscriber Report for such month furnished by the Operator.
6.3. Broadcaster shall be required to make payment of the applicable invoiced amountto Operator towards Carriage Fee within fifteen (15) days of receipt of such invoicefrom Operator (“Payment Due Date”). The payment shall be made by
Broadcaster in Indian Rupees by Cheque drawn in favour of “Bharti Telemedia
Limited”, unless instructed otherwise in writing by Operator.
7

6.4.

All applicable taxes/cess shall be in addition to the Carriage Fee and shall beborne by the Broadcaster.
6.5. In the event of any discrepancy (ies) observed by Broadcaster in the invoice, thenthe same shall be notified by the Broadcaster to the Operator within seven (7)days from the date of such invoice. In case, the Broadcaster fails to notify theoperator of discrepancy(ies) in the invoice within the referred time-line, then suchinvoice shall be deemed to have been accepted by Broadcaster and theBroadcaster shall be liable towards the invoiced amount on or before the Payment
Due Date without any demur.
6.6. In the event the Broadcaster has raised any issue pertaining to calculation of
Carriage Fee, under this Agreement, Broadcaster shall continue to make payment
of Carriage Fee in terms of the invoice(s) raised by the Operator, till such time thedispute is resolved. Applicable adjustment shall be made on final resolution of theissues raised by the Broadcaster.
6.7. Subject to Clause 10.5, failure of Broadcaster to make payment of Carriage Feeby the applicable Payment Due date shall attract interest at the rate of eighteen
percent (18%) per annum, plus applicable taxes, levies and cess. The impositionand collection of interests on late payments does not constitute a waiver ofBroadcaster’s obligation to make applicable payment(s) by the applicable
Payment Due Date, and Operator shall retain all other rights and remedies
available to Broadcaster under the Agreement and/or Applicable Laws.
6.8. For the sake of clarity, if under applicable Indian Tax laws, any payments under
this Agreement by Broadcaster to Operator, are subject to deduction ofwithholding taxes, then Broadcaster shall (i) deduct/withhold the applicable
withholding tax amount in the name of Operator who’s PAN number is
AADCB0147R_; (ii) remit/deposit such deducted withholding tax amount to theapplicable Indian Tax authority in the name of Operator within the fue datesprescribed under the applicable tax law and (iii) within the applicable statutory
period, as per the applicable Indian tax law, deliver all documents to the
Authorized Representative evidencing such statutory deductions. Failure of
Broadcaster to provide the required documents evidencing remittance/deposit
remittance/deposit of deducted withholding tax to applicable tax authorities within
the stipulated period prescribed by such authorities, shall be deemed as nonpayment of Carriage Fee in terms of this Agreement.
6.9. Except for deducting applicable withholding tax in terms of Clause 5.7 of thisAgreement, Broadcaster shall have no right to withhold or claim adjustment/set
off Carriage Fee under this Agreement for any reason whatsoever.
6.10. Broadcaster acknowledges that Operator shall not be liable for any allowance ordisallowance of input tax credit by the applicable tax authorities to the Broadcasterbasis the payment made under this Agreement.

7.

OBLIGATIONS OF THE BROADCASTER:
7.1. The Broadcaster hereby grants to ‘Operator’, the non-exclusive re-distribution
rights to the Channel during the Term of this Agreement to receive, decrypt,
8

7.2.

7.3.

7.4.

7.5.

7.6.

7.7.

7.8.

turnaround, encrypt (without interfering with its content) and to
redistribute/broadcast the Channel via the DTH services, to all its subscribers ina securely encrypted manner without interruption, editing, interference oralteration, except as necessary in relation to the platform’s EPG, Interactive guide,
platform functionality and related services.
Broadcaster shall ensure continuous transmission of the Channel on a 24x7 basiswith an uptime of 99.5%. In case, the transmission of the Channel is not available
for a continuous period of more than 24 hours in a month, then ‘Operator’ shall beentitled to take such steps which are in the interest of the subscribers of the DTH
services and also not in prejudice to the interest of Broadcaster.6.3
The
Broadcaster acknowledges that the execution of this Agreement and the carriageof the Channel on ‘Operator’’s Platform is conditional upon Broadcaster providing
to ‘Operator’ certified true copy(s) of the following documents namely:
Broadcaster’s Channel license, Uplinking and Downlinking licenses issued by
Ministry of Information and Broadcasting (“MIB”) along-with copy of the teleportagreement and any other document as required by ‘Operator’ in order to ascertain
the technical requisites before confirmation of date of launch of the Channel by‘Operator’ on its Platform.
The Broadcaster agrees to obtain and furnish to Operator, a Bank Guarantee atthe time of entering into this Agreement. It is agreed between the Parties that such
Bank Guarantee shall be for an amount INR _______/- and shall be valid for theterm of one(1) year from the Effective Date of the Agreement. Failure by the
Broadcaster to furnish a Bank Guarantee shall be deemed to be a material breachof the Agreement.
Broadcaster shall provide 2 Viewing Cards (VC) and required PIRD (Professional
Integrated Receiver Decoders or CAM Modules (CAM) of the Channel to‘Operator’ to enable down-linking of the same. The VC & PIRD/CAM shall be andremain the property of the Broadcaster. In case of defect in any VC & PIRD/CAM,
Broadcaster shall arrange to replace the same within 72 hours of receiving noticefrom ‘Operator’.
In the event Broadcaster desires to change the Name, Genre, Type of Content,
Language and Quality of the Content transmitted on the FTA/Pay Channel then it
shall give prior written notice of at least forty five (45) days to ‘Operator’.
If the Broadcaster decides to convert FTA channel into Pay channel or Pay
channel into FTA channel then the Broadcaster shall continue to provide such
converted channel to ‘Operator’ in terms of this Agreement and continue to pay
the Carriage Fee agreed hereunder till the expiry of the Term and/or till suchmutually extended Term thereafter.
If the Broadcaster decides to convert Standard Definition (‘SD’) channel into HighDefinition (‘HD’) channel or vice versa then the Broadcaster shall continue toprovide such converted channel to ‘Operator’ in terms of this Agreement andcontinue to pay the Carriage Fee agreed hereunder till the expiry of the Term
and/or till such mutually extended Term thereafter.
Broadcaster shall be responsible to obtain all necessary rights, permissions,public performance license or any other licenses from all third parties including
9

but not limited to Indian Performing Rights Society Limited, Phonographic
Performance Limited and / or copyright owners and / or societies, trade unions,
guilds, associations (collectively referred to as “Right Holders”) that may berequired to enable ‘Operator’ to exploit the content on the Channel/s or otherwise
including without limitation all underlying works in all literary, dramatic or musicalmaterials written or composed for use in the content.
7.9. In the event any notices, demand or claims are raised in connection with the
Channel or content thereof, the Broadcaster shall be liable, at its own costs, topromptly and diligently settle such notices, demands and claims. In case of breachof this Clause 6.10 by the Broadcaster, Broadcaster shall indemnify ‘Operator’and make the losses good. It is agreed that for all payments such as royalties the
Broadcaster shall be solely responsible and liable and ‘Operator’ shall always
stand indemnified in this regard by the Broadcaster.
7.10. The Broadcaster shall not disconnect the signals of TV Channels, without giving
three weeks’ notice to ‘Operator’ clearly specifying the reasons for the proposed
disconnection as envisaged in the Interconnection Regulation. However the
Broadcaster shall be under obligation to pay the Carriage Fee under thisAgreement to ‘Operator’ in its entirety.
7.11. EPG: Broadcaster shall provide to Operator information in format reasonably
requested by Operator or any third-party appointed by the Operator for thispurpose ; presently known as “Electronic Programming Guide” or other lavational
tools for the Operator’s DTH Platform. This shall include the listing of the programs
on Channel(s) as well as the synopsis of the Programs within the character limit
specified by the Operator or the Third Party authorized by Operator, in this regard.
This shall be sent by Broadcaster at least 7 days before the scheduled on-air timeand date of the programs.

8.

TERM OF THE AGREEMENT:
8.1. The Agreement shall commence on_______ and remain in force for a periodof one year till__, unless terminated by either Party as per the terms andconditions of this Agreement.
8.2. The Interconnection Agreement shall expire due to efflux of time at the end of the Term
as captured under Clause 7.1 above.Both the Parties shall enter into a new written
interconnection agreement for continuing carrying the Channel(s) beyond the Term of
the Interconnection Agreement in accordance with the Interconnect policy of Operator
at that period in accordance with the Applicable Law. In the event, the Parties fail toenter into a new interconnection agreement before the expiry of the existing
Interconnection Agreement,

9.

TERMINATION OF THE AGREEMENT:
9.1. Either Party has a right to terminate the Agreement by serving an advance noticeof 21 days in writing to the other Party in the event of:-10

material breach of the Agreement by the other Party which has not been cured
within 15 days of being required in writing to do so; or(ii) the bankruptcy, insolvency or appointment of receiver over the assets of otherParty; or9.2. This Agreement may be terminated by ‘Operator’in case the parties fail to enter
into new interconnection agreement at least 30 days before the expiry of theexisting interconnection agreement, the distributor of television channels may notcarry such television channels on expiry of the existing interconnection
agreement.
9.3. If the Broadcaster does not comply with the Applicable laws/regulations/codes,
including but not limited to the Advertisement Code, Programme Code as prescribed in
the Cable Television Networks Act 1995, ‘Operator’ shall be at liberty to immediately
discontinue the Channel from its DTH platform and terminate the Agreement. It isclarified that in such a situation, the Broadcaster shall be fully liable for suchdefaults/non-compliance and shall indemnify ‘Operator’ for all the cost andconsequences arising therefrom.
9.4. If the Broadcaster decides to discontinue the business of distribution of TV
channels in the Territory for any reason, it shall give a notice in writing, specifying
the reasons for such decision, to ‘Operator’ at least 90 days prior to suchdiscontinuation.
9.5. If ‘Operator’ decides to discontinue its business of providing signals of TV
channels to the subscriber in the territory, it shall give a notice in writing, specifying
the reasons for such decision, to the Broadcaster at least 90 days prior to suchdiscontinuation.
9.6. Opertor reserves the right to terminate this RIO/Interconnection Agreement only
to the extent of that particular Channel(s) or for all the Channel(s) as deem fit byOperator.
9.7. Notwithstanding any contained elsewhere in this Agreement, it shall be permissible to‘Operator’ to discontinue carrying of a television channel in terms of the Applicable
Regulation, in case the monthly subscription percentage for the Channel is less than
discontinuation threshold as per Annexure-C, in each of the immediately preceding six
consecutive months.
(i)

10. EFFECT OF TERMINATION AND EXPIRY: In the event of termination or expiry of theterm of the Agreement, as the case may be, at the instance of either Party, Broadcastershall pay to ‘Operator’ all amounts due and payable up to the date of termination or
expiry and ‘Operator’ shall be entitled to not to carry the Channel on its DTH platform.
11. RIGHTS OF ‘OPERATOR’:
11.1. ‘Operator’ shall have the right to finalize the distribution retail price of eachchannel, as payable by the subscriber in compliance with the provisions ofApplicable Laws and rules, regulations and tariff orders and the Broadcasters
shall have no objection thereto.
1111.2. ‘Operator’ shall have the right to package the channels offered on the network, as
per its business plan and as per prevailing norms, policies, the Applicable Laws
and rules, regulations and tariff orders and the Broadcasters shall have no
objection thereto.
11.3. ‘Operator’ shall have the right to finalize the rates of bouquets of channels, ifoffered by the Broadcaster, in compliance with the provisions of the applicabletariff orders and regulations notified by the Authority.
11.4. ‘Operator’ shall have the right to get all requisite information from the Broadcasterfor the purpose of fulfilling its responsibilities under the Agreement, and theapplicable orders and regulations.
11.5. Operator reserves the right to encash the Bank Guarantee in the event where
Broadcaster defaults to make payment for a consecutive period of 3 months inaccordance with Payment Terms of this Agreement or if the amount owed by
the Broadcaster reaches equivalent of the Bank Guarantee amount .
12. RIGHT OF THE BROADCASTER: The Broadcaster shall have right to get all therequisite information from ‘Operator’ for the purpose of fulfilling its responsibilities underthe Agreement, and the applicable orders and regulations.
13. REPRESENTATION AND WARRANTY OF THE BROADCASTER:
13.1. The Broadcaster hereby agrees, represents, warrants and covenants that: a.
It has requisite power and authority to enter into this Agreement and to fully
perform respective obligation hereunder;b.
The content of the Channel shall be in compliance with all the laws which
are applicable for Content in television channels including but not limited toAdvertisement Code, Programme Code as prescribed in the Cable
Television Networks Act 1995, all Regulations made applicable tobroadcasters by any Governmental authority. The Broadcaster shall takenecessary measures to prohibit access to pornographic channel or to secret,anti national message/ content in the Channel.
c.
It is in compliance of and shall always comply with the provisions of the
Applicable regulations including but not limited to the requirements oftransparency and non-discrimination and if the Broadcaster, at any time
during the Term of this Agreement, offers a better arrangement to any other
distributor of TV channel for carriage of the Channels on their distribution
platform including but not limited to payment of any sum in any other form
and nomenclature, the Broadcaster shall immediately offer the same to‘Operator’ and the terms of this Agreement shall change accordingly if‘Operator’ so chooses to accepts such offer.
d.
Has the sole, unencumbered and exclusive right, title and interest to theintellectual property rights, trademarks, trade names, service marks, logos,materials including without limitation the name of the Channel(s), andtherefore has the right to sign this RIO and/or execute the Interconnection
Agreement and further grant the aforesaid rights to Operator
12

e.

f.

g.

h.

i.

Has the sole, unencumbered and exclusive right, title and interest to the
Channel(s) and/or distribute the Channel(s) and/or the content transmitted
on the Channel(s) including without limitation the films, individual
programmes on the Channel(s), and therefore has the right to enter into thisInterconnection Agreement and further grant the aforesaid rights to
Operator.
Has obtained and shall keep valid all licenses, approvals and permission,for the operation and transmission of the Channel(s) and/or the content
broadcast on the Channel(s), from all third parties including without limitation
government bodies, statutory authorities, government department,
ministries.
All the regulatory approvals enclosed with the Application Forms and allother documents are complete copies of the original and remain in full force
and effect and none of its terms or conditions has been amended, varied or
waived in any manner whatsoever, whether by course of conduct orotherwise. The Broadcaster further represents and warrants that all theregulatory approvals and licensed enclosed with the Application Form,
including the license issued by the Ministry of Information and Broadcasting,would be renewed, as required under the Applicable Laws, before expiry ofsuch regulatory approvals and/or licenses.
In the event, the Broadcaster changes the name of the Channel(s) or the
genre of the Channel(s) or such other details mentioned in the approvalissued by the MIB, the Broadcaster undertakes to immediately inform
Operator and submit a copy of the amended/modified MIB approval for therecords of Operator records. Such amended approvals submitted by
Broadcaster, shall then form a part of the RIO/Interconnection Agreement.
The content of all Channel(s) is and shall confirm to the Applicable Laws,
the content code as specified by the MIB, guidelines, regulations, advisory,
directive, orders issued/passed by self-regulatory bodies, judicial bodies,quasi-judicial bodies, quasi government bodies, Indian Broadcasting
Foundation, News Broadcasters Association, ministry(ies), courts, tribunal,
government organization(s), including Central Board of Film Certification inIndia, TRAI. 12.2 The parties represent to each other that each warranty
which is set out in this Article or which could be treated as a separate
warranty shall be construed independently of any other. Each of thewarranties is a separate and independent warranty, representation andundertaking and the rights of the Broadcaster under, and the meaning given
to, any one such warranty shall not be restricted by reference to any otherwarranty.

14. ANTI PIRACY: Operator shall not authorize or cause any portion of the Channels to berecorded, duplicated, telecast, exhibited or otherwise used for any purpose other thanas set forth under this Agreement. Nothing in this Agreement shall prohibit DVR/PVR
recording through in-built Hardware in STB/ external USB drive or Cloud Storage forOperator’s Subscribers.
15. INTELLECTUAL PROPERTY:
13

15.1.

15.2.

OPERATOR INTELLECTUAL PROPERTY: Broadcaster acknowledges that alllegal and beneficial right, title and interest in Operator’s trademarks, trade names,
service marks and logos (‘Operator Marks’) shall be and shall remain the
exclusive property of the Operator. To the extent that any legal or beneficial
interest in Operator Marks should for any reason vest in Broadcaster during theTerm, Broadcaster hereby assigns such interest to the Operator. Broadcastershall not claim adversely to or challenge the rights of the Operator with respect to
the Operator Marks. To the extent any of such rights are deemed to accrue to
Broadcaster, Broadcaster shall not use any material containing any of the
Operator Marks without the prior written consent of the Operator. If the Operator
authorizes such use, Broadcaster shall use the Operator Marks only and only inaccordance with the Operator’s instructions. The Operator reserves the right toinspect any such material at any time without prior written notice. Broadcastershall not use any of the Operator Marks as part of a corporate name or of a tradename, register or use any name or mark, which is the same as, which contains or
which, in the opinion of the Operator resembles any of the Operator Marks. Within
thirty (30) days after termination of this Agreement, Broadcaster shall return to the
Operator or, at the Operator’s request, destroy all material containing, and allmaterial used for the purpose of printing or reproducing any Operator Marks or
any other names or marks that in the reasonable opinion of the Operator are
similar to any Operator Mark.
BROADCASTER INTELLECTUAL PROPERTY: Operator acknowledge that all legal andbeneficial right, title and interest in Broadcaster/Channel’s or its licensor’s trademarks,
trade names, service marks and logos (‘Broadcaster Marks’) shall be and shall remain the
exclusive property of the Broadcaster and/or its licensors. To the extent that any legal or
beneficial interest in Broadcaster Marks should for any reason vest in Operator during
the Term, Operator hereby assign such interest to the Broadcaster and/or its licensor.
Operator shall not claim adversely to or challenge the rights of the Broadcaster and/or
its licensors with respect to the Broadcaster/ Broadcaster’s licensor’s Marks. To theextent any of such rights are deemed to accrue to Operator, Operator shall not use any
material containing any of the Broadcaster Marks/ or its licensor’s marks without theprior written consent of Broadcaster. Broadcaster’s approval of Operator’s use of the
Broadcaster Marks /or its licensor’s marks in one format will extend to identical uses by
Operator in any other formats provided the context of such use is not materiallychanged. If Broadcaster authorizes such use, Operator shall use the Broadcaster / or its
licensor’s Marks only and only in accordance with the Broadcaster’s instructions.
Broadcaster reserves the right to inspect any such material at any time without priorwritten notice. Operator shall not use any of the Broadcaster Marks or its licensor’s
marks as part of a corporate name or of a trade name, register or use any name or markwhich contains or in the opinion of the Broadcaster, is the same as or resembles any of
the Broadcaster Marks or its licensor’s marks. Within thirty (30) days after terminationof this Agreement, Operator shall return to the Broadcaster or, at the Broadcaster’s
request, destroy all material containing, and all material used for the purpose of printing
or reproducing any Broadcaster Marks or its licensor’s marks.

1416. INDEMNIFICATION & LIMITATION ON LIABILITY:
16.1. Broadcaster shall indemnify, defend and hold harmless ‘Operator’ and its officers,
directors, employees, and agents against and from any and all third party claims,
lawsuits, costs, liabilities, judgments, damages and expenses (including, without
limitation, reasonable attorneys’ fees) arising out of or in connection with:a. Breach of any of the warranties and representations provided by Broadcaster,other provisions of this Agreement, Applicable Laws, rules, regulations andCodes such as Programming and Advertising Codes etc.,
b. The distribution by ‘Operator’ of the Channel through the DTH services, inaccordance with the terms of this Agreement which if results in a violation of
the rights of any third party, including any intellectual property rights.
16.2. Under no circumstances shall either Party be liable to the other for any indirect,
special or consequential loss or damages arising under this Agreement.

17. CONFIDENTIALITY:
17.1. ‘Operator’ and the Broadcaster will keep in confidence any information of aconfidential nature obtained under this Contract and will not divulge it to any
person (other than their employees who need to know the information and subject
to their employer making them fully aware of and causing them to comply with theprovisions of this Article) without the consent of the other party.
17.2. Article 17.1 will not apply to:a. Information in the public domain otherwise than in breach of this Contract;b. Information in the possession of the receiving party prior to its disclosure tothem under the terms of this Contract;c. Information obtained from a third party who is free to divulge it;d. Information which is independently developed by the receiving party without
any breach of confidentiality under this Contract or otherwise; or
e. Disclosure of information as required by a court of law or other competentauthority.
18. AMENDMENT: No amendment to this Agreement will be valid unless confirmed mutuallyby the parties to this Agreement.
19. FORCE MAJEURE: Failure on the part of the either party to perform any of its obligations
shall not entitle the other party to raise any claim against the either party or be a breachhereunder to the extent that such failure arises from an event of force Majeure. If throughforce Majeure the fulfillment by either party of any obligation set forth in this Agreement
will be delayed, the period of such delay will not be counted on in computing periodsprescribed by this Agreement. Force Majeure will include any war, civil commotion,
governmental action, accident, epidemic or any other event of any nature or kindwhatsoever beyond the control of the either party. It is agreed between the Parties thatlack of funds shall not in any event constitute or be considered an event of force Majeure.
If the condition of force Majeure shall continue for a period exceeding sixty (60) days,
then the Parties shall meet to decide upon the future performance of the Agreement. If
15

the Parties are unable to agree upon a plan for future performance then the Agreement
shall be terminated upon notice of either party to the other, on the thirtieth day after thenotice is given.
20. SEVERANCE: In the event that any provision of this Agreement is declared by any
judicial or other competent authority to be void, voidable, illegal or otherwise
unenforceable, or indications of the same are received by either of the parties from any
relevant competent authority, the parties shall amend that provision in such reasonable
manner as achieves the intention of the parties without illegality or it may be severedfrom this Agreement, and the remaining provisions of this Agreement shall remain in fullforce and effect unless the parties to this agreement decide that the effect of suchdeclaration is to defeat the original intention of the parties in which event either Party tothis Agreement shall be entitled to terminate this Agreement by 30 days' notice to theother Party and the provisions of this agreement shall apply accordingly.
21. ENTIRE AGREEMENT: The Parties to this Agreement acknowledge that this Agreement
contain[s] the whole agreement between the parties and it either Party has not relied
upon any oral or written representations made to it by either party or its employees oragents and has made its own independent investigations into all matters relevant to theBusiness. This Agreement supersedes any prior agreement between the parties whether
written or oral and any such prior agreements are cancelled as at the Commencement
Date but without prejudice to any rights, which have already accrued to either of theparties
22. NOTICES: Any Notice to be served on either of the parties by the other shall be sent by
prepaid recorded delivery or registered post or by telex/Fax/E-mail at the Notice Address
as given below and shall be deemed to have been received by the addressee within 72
hours of posting or 24 hours if sent by telex/Fax or by electronic mail to the correct telex
number (with correct answerback) of the addressee.
To ‘Operator’:
BHARTI TELEMEDIA LTD.
Airtel Center,
Plot No. 16,
Udyog Vihar-IV,
Gurgaon- 122015

To the Broadcaster:Attention:
Phone:
E-mail:Fax:

Attention:
Phone:
E-mail:Fax:

Details of the person to be contacted for interconnection request and grievance redressal
thereof are mentioned in Annexure B.

16

23. NO PARTNERSHIP: This Agreement is being entered into on a principal to principal andnon-exclusive basis The parties are not partners nor into joint ventures nor shall‘Operator’ act as an agent of Broadcaster. Either of the party shall not attempt to incur
any liability on behalf of the other party and shall not hold itself out to any third party as
being able to do so.
24. WAIVER: The failure by either party to enforce at any time or for any period any one ormore of the terms or conditions of this Agreement shall not be a waiver of them or of theright at any time subsequently to enforce all terms and conditions of this Agreement
25. APPLICABLE LAW, JURISDICTION, DISPUTE RESOLUTION:
25.1. This Agreement shall be construed and the legal relations between the Parties
hereto shall be determined and governed according to the laws of India and the
Courts of Delhi shall have sole jurisdiction. All disputes, difference ordisagreement arising out of, in connection with or in relation to this Agreement
shall be mutually discussed and settled between the Parties. The parties
acknowledge that TDSAT shall have exclusive jurisdiction in respect of any
dispute between the parties, arising out of, in connection with or as a result of theAgreement.
25.2. It is clearly understood and agreed that the provisions of the TRAI Act &Regulations made there under, from time to time, and any regulation / policy laid
down by Ministry of Information and Broadcasting, India from time to time shall becompletely applicable to the present Agreement and none of the clauses
contained herein shall be interpreted in a manner as may be in derogation of thesaid provisions and Regulations.
IN WITNESS WHEREOF, the parties have set their hands and seals to this Agreement in thepresence of the below stated witnesses
For BHARTI TELEMEDIA LTD.

For _________________________

By:

By:

___________________________

Name:

Name:

Title:

Title:WITNESS:_______________________WITNESS:

17

ANNEXURE - A
Calculation of the carriage fee amount.
The carriage fee amount, for each month or part thereof, during the term of theinterconnection agreement shall be calculated as given below:Sl.

Calculation of the carriage fee amount1

If monthly subscription for the Channel in the Target Market is less than five
percent of the average active subscriber base of ‘OPERATOR’ in that month in
the Target Market, then the carriage fee amount shall be equal to the rate ofcarriage fee of the Channel per subscriber per month, as provided in Clause 4of this Agreement, multiplied by the average active subscriber base of‘OPERATOR’ in that month in the Target Market.

2

If monthly subscription for the Channel in the Target Market is greater than orequal to five percent but less than ten percent of the average active subscriberbase of ‘OPERATOR’ in that month in the Target Market, then the carriage fee
amount shall be equal to the rate of carriage fee of the Channels per subscriber
per month, as provided in Clause 4, multiplied by 0.75 times of the average
active subscriber base of ‘OPERATOR’ in that month in the Target Market.

3

If monthly subscription for the Channel in the Target Market is greater than orequal to ten percent but less than fifteen percent of the average active
subscriber base of ‘OPERATOR’ in that month in the Target Market, then the
carriage fee amount shall be equal to the rate of carriage fee of the Channel
per subscriber per month, as provided in Clause 4, multiplied by 0.5 times of
the average active subscriber base of ‘OPERATOR’ in that month in the Target
Market.

4

If monthly subscription for the Channel in the Target Market is greater than orequal to fifteen percent but less than twenty percent of the average active
subscriber base of ‘OPERATOR’ in that month in the Target Market, then the
carriage fee amount shall be equal to the rate of carriage fee of the Channel
per subscriber per month, as provided in Clause 4, multiplied by 0.25 times of
the average active subscriber base of ‘OPERATOR’ in that month in the Target
Market.

5

If monthly subscription for the Channel in the Target Market is greater than orequal to twenty percent of the average active subscriber base of ‘OPERATOR’in that month in the Target Market, then the carriage fee amount shall be equal
to 'Nil'.

18

Note:(1) For the purpose of calculation of carriage fee amount for a high definition channel,
the average active subscriber base of ‘OPERATOR’ in that month in the Target Market
shall be of the Subscribers capable of receiving high definition television channels.
(2) The average active subscriber base of ‘OPERATOR’ in a month shall becalculated in the manner as prescribed in the Schedule VII of ‘The
Telecommunication (Broadcasting and Cable) Services Interconnection(Addressable Systems) Regulations, 2017’ or any amendment thereto.
(3) The monthly subscription for the Channel shall be calculated in the manner asprescribed in the Schedule VII of ‘The Telecommunication (Broadcasting and Cable)
Services Interconnection (Addressable Systems) Regulations, 2017’ or any
amendment thereto.
(4) The Illustration-I (for standard definition channel) and Illustration-II (for highdefinition channels) given below explains the calculation of carriage fee amount:ILLUSTRATIO
N-I
Suppose a distributor of television channels has an agreement with a broadcasterfor carriage of a standard definition channel called ‘X’ at the rate of Rs. 0.20 per
subscriber per month. The carriage fee amount payable by the broadcaster to the
distributor would be calculated as follows:Month

Average
ActiveSubscriber
Base overthe monthMonthly
subscripti
onpercenta
ge of thestandard
definition
Channel‘X’Rate of
CarriageFee (in
Paisa)

Multiplier

(B
)
1000

(C
)
4%

(D
20)

(E
)1

(F)=(B)x(D)x(E) 200.00

800

8%

20

0.75

120.00

March
April

1500
2000

12%
19%

20
20

0.50
0.25

150.00100.00

May

3000

20%

20

0

0.00

June
July

4000
10000

22%
17%

20
20

0
0.25

0.00
500.00(A)
January
February

19

Carriage
Fee Amountin (Rs.)August

20000

25%

20

20

0

0.00

ILLUSTRATION- II

Suppose a distributor of television channels has an agreement with a broadcaster for
carriage of a high definition channel called ‘Y’ at a rate of Rs. 0.40 per subscriber per
month then the carriage fee amount payable by the broadcaster to the distributor
would be calculated as follows:Month

Monthly
subscription
percentage ofthe highdefinition
Channel ‘Y’Rate of
Carriage Fee (inpaisa)

Multiplier

(C)

(D)

(E)

(F)=(B)x(D)x(E)

January

Average
ActiveSubscriber
Base, ofhighdefinition
STBs, over(B
the month
)
100

2%

40

1

40.00

February
March

80
150

5%
11%

40
40

0.75
0.50

24.00
30.00

April

160

16%

40

0.25

16.00

May

180

20%

40

0

0.00

June

200

22%

40

0

0.00

July

190

17%

40

0.25

19.00

August

170

25%

40

0

0.00

(A)

21

Carriage Fee
Amount in(Rs.)

ANNEXURE - B
Details of the person to be contacted for interconnection request and grievance redressal
thereof:
1. Name:Anuradha Bisht
2. Telephone Numbers:+91-11-46666100
3. E-mail addresses:___content-dth@airtel.com; Anuradha.bisht@airtel.com

22

ANNEXURE-C
DISCONTINUATION THRESHOLD

23

24

25

ANNEXURE – D
Average Subscriber Base of Bharti Telemedia Limited as on __________.
Average SD Subsriber Base

Average HD Subsriber Base

26

Average Subscriber Base