Exhibit
10.83


 


[***] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS


 




 





 


STRICTLY CONFIDENTIAL


 


 


 


 


 


 


 


 


 


BROADBAND ACCESS NETWORK GENERAL TERMS AND CONDITIONS


 


 


between


 


 


RELIANCE INFOCOMM LIMITED,


“Reliance”


 


 


and


 


 


UTSTARCOM INC.,


“Vendor”


 


 


 


 


 


 


 


Dated as of October 1, 2002


 


 




 





 

















 


Table of Contents


 


	
  Section
  1.

  	
  BACKGROUND

  
	
  1.1

  	
  The
  Reliance Vision

  
	
  1.2

  	
  General Terms

  
	
  1.3

  	
  Contracts

  
	
  1.4

  	
  Purchase Orders

  
	
  1.5

  	
  Procedures Manual

  
	
  1.6

  	
  Priority

  
	
   

  	
   

  
	
  Section
  2.

  	
  DEFINITIONS
  AND INTERPRETATION

  
	
  2.1

  	
  Definitions

  
	
  2.2

  	
  Interpretation

  
	
   

  	
   

  
	
  Section
  3.

  	
  SCOPE OF
  WORK AND RESPONSIBILITIES

  
	
  3.1

  	
  Overview

  
	
  3.2

  	
  Work Not Described
  Elsewhere

  
	
  3.3

  	
  Task Orders for Services

  
	
  3.4

  	
  Continuous Improvement

  
	
  3.5

  	
  Termination
  Assistance Services

  
	
  3.6

  	
  Exclusivity

  
	
  3.7

  	
  Use
  of Third Parties

  
	
  3.8

  	
  Vendor
  Developments

  
	
  3.9

  	
  Right
  of Inspection

  
	
  3.10

  	
  References to
  Certain Sources

  
	
  3.11

  	
  Review
  of Documents

  
	
  3.12

  	
  Eligibility
  under Applicable Laws and Applicable Permits

  
	
  3.13

  	
  Liens and Other
  Encumbrances

  
	
  3.14

  	
  Vendor
  To Inform Itself Fully; Waiver of Defense

  
	
  3.15

  	
  Reliance's Right
  to Suspend Work

  
	
  3.16

  	
  Forward Price Assurance

  
	
  3.17

  	
  Third
  Party Contracts

  
	
  3.18

  	
  Network
  Integration

  
	
  3.19

  	
  Not used

  
	
  3.20

  	
  Sales
  to Competitors

  
	
  3.21

  	
  Insurance

  
	
   

  	
   

  
	
  Section
  4.

  	
  SITES,
  SOFTWARE AND EQUIPMENT

  
	
  4.1

  	
  Sites

  
	
  4.2

  	
  Software
  and Equipment

  
	
  4.3

  	
  Updates
  and Upgrades

  
	
   

  	
   

  
	
  Section
  5.

  	
  PERFORMANCE
  WARRANTY AND LIQUIDATED DAMAGES

  
	
  5.1

  	
  Special
  Provisions for Substantial Completion:

  
	
  5.2

  	
  Performance
  Certification

  
	
  5.3

  	
  Problem Analysis

  
	
  5.4

  	
  Continuous
  Improvement Reviews

  
	
  5.5

  	
  Satisfaction
  Surveys

  



 


 


i

















 


 


	
  5.6

  	
  Performance
  Failure

  
	
  5.7

  	
  Liquidated
  Damages

  
	
   

  	
   

  
	
  Section
  6.

  	
  PROJECT PERSONNEL

  
	
  6.1

  	
  Key Personnel

  
	
  6.2

  	
  Approval of Key
  Personnel

  
	
  6.3

  	
  Continuity of Key
  Personnel

  
	
  6.4

  	
  Vendor
  Program Manager

  
	
  6.5

  	
  Vendor
  Personnel Are Not Reliance, Reliance Affiliate or User Employees

  
	
  6.6

  	
  Replacement,
  Qualifications, and Retention of Vendor Personnel

  
	
  6.7

  	
  Reliance
  Approval of Vendor Personnel

  
	
  6.8

  	
  Union
  Contracts and Applicable Laws

  
	
   

  	
   

  
	
  Section
  7.

  	
  VENDOR'S
  RESPONSIBILITIES

  
	
  7.1

  	
  Committees and Meetings

  
	
  7.2

  	
  Documentation and
  Records

  
	
  7.3

  	
  Reports

  
	
  7.4

  	
  Meetings

  
	
  7.5

  	
  Quality Assurance

  
	
  7.6

  	
  Architecture,
  Standards and Information Technology and Telecommunications Planning

  
	
  7.7

  	
  Time,
  Date and Location Processing Compliance

  
	
  7.8

  	
  Access
  to Specialized Vendor Skills and Resources

  
	
  7.9

  	
  Standby Letter of Credit

  
	
  7.10

  	
  Planning

  
	
  7.11

  	
  Disaster Recovery

  
	
   

  	
   

  
	
  Section
  8.

  	
  RELIANCE
  RESPONSIBILITIES

  
	
  8.1

  	
  Responsibilities

  
	
   

  	
   

  
	
  Section
  9.

  	
  AFFILIATES

  
	
  9.1

  	
  Affiliates

  
	
  9.2

  	
  Affiliate Rights
  and Obligations

  
	
   

  	
   

  
	
  Section
  10.

  	
  SUBCONTRACTORS

  
	
  10.1

  	
  Subcontractors

  
	
  10.2

  	
  Vendor's Liability

  
	
  10.3

  	
  Assignability
  of Subcontracts to Reliance

  
	
  10.4

  	
  Subcontractor Insurance

  
	
  10.5

  	
  Vendor Warranties

  
	
  10.6

  	
  Payment of
  Subcontractors

  
	
   

  	
   

  
	
  Section
  11.

  	
  TERM

  
	
   

  	
   

  
	
  Section
  12.

  	
  CHARGES

  
	
  12.1

  	
  General

  
	
  12.2

  	
  Volume/Trade Discount

  
	
  12.3

  	
  Third Party Fees

  
	
  12.4

  	
  Expenses

  
	
  12.5

  	
  Proration

  
	
  12.6

  	
  Reliance
  Benchmarking Reviews

  
	
  12.7

  	
  Annual Price Improvement

  



 


 


ii

















 


 


	
  12.8

  	
  Rate Review

  
	
  12.9

  	
  Anti-Backsliding

  
	
  12.10

  	
  Extraordinary
  Events

  
	
  12.11

  	
  Audit Rights

  
	
  12.12

  	
  Asset Register

  
	
  12.13

  	
  Price Reduction

  
	
  12.14

  	
  Reliance
  Policies and Procedures

  
	
   

  	
   

  
	
  Section
  13.

  	
  INVOICING AND PAYMENT

  
	
  13.1

  	
  General

  
	
  13.2

  	
  Invoicing

  
	
  13.3

  	
  Credits

  
	
  13.4

  	
  Payment Due

  
	
  13.5

  	
  Disputed Charges

  
	
  13.6

  	
  Stale Invoices

  
	
   

  	
   

  
	
  Section
  14.

  	
  ORDERING AND DELIVERY

  
	
  14.1

  	
  Forecasts of
  Products and Services

  
	
  14.2

  	
  Ordering

  
	
  14.3

  	
  Change Orders

  
	
  14.4

  	
  Delivery

  
	
  14.5

  	
  Cancellation

  
	
  14.6

  	
  No Payment
  in Event of Material Breach

  
	
   

  	
   

  
	
  Section
  15.

  	
  INTELLECTUAL PROPERTY

  
	
  15.1

  	
  License Grants

  
	
  15.2

  	
  Ownership Rights

  
	
  15.3

  	
  Vendor
  Disclosure and Cooperation

  
	
  15.4

  	
  Marks

  
	
  15.5

  	
  Required Consents

  
	
  15.6

  	
  Intellectual
  Property Warranties

  
	
  15.7

  	
  Infringement

  
	
  15.8

  	
  Survival

  
	
   

  	
   

  
	
  Section
  16.

  	
  TITLE AND RISK OF
  LOSS

  
	
  16.1

  	
  Title

  
	
  16.2

  	
  Risk of Loss

  
	
   

  	
   

  
	
  Section
  17.

  	
  FORCE
  MAJEURE

  
	
   

  	
   

  
	
  Section
  18.

  	
  TAXES,
  DUTIES, OTHER LEVIES OR INCIDENTAL CHARGES

  
	
   

  	
   

  
	
  Section
  19.

  	
  DISCONTINUATION
  AND TECHNOLOGY FORECAST

  
	
  19.1

  	
  Discontinuation

  
	
  19.2

  	
  Technology
  Forecast

  
	
   

  	
   

  
	
  Section
  20.

  	
  INDEMNIFICATION
  AND LIABILITY LIMITATION

  
	
  20.1

  	
  Vendor Indemnity

  
	
  20.2

  	
  Reliance
  Indemnity

  
	
  20.3

  	
  Liability

  
	
  20.4

  	
  Limitation on Liability

  



 


 


iii

















 


 


	
  20.5

  	
  Damages
  for Fraud, Gross Negligence or Willful Misconduct

  
	
  20.6

  	
  Claims Procedure

  
	
   

  	
   

  
	
  Section
  21.

  	
  REPRESENTATIONS
  AND WARRANTIES

  
	
  21.1

  	
  Representations
  and Warranties of the Vendor

  
	
  21.2

  	
  Bring Down

  
	
  21.3

  	
  Representations
  and Warranties of Reliance

  
	
  21.4

  	
  Bring Down

  
	
   

  	
   

  
	
  Section
  22.

  	
  DISPUTE RESOLUTION

  
	
  22.1

  	
  Interpretation

  
	
  22.2

  	
  Negotiation

  
	
  22.3

  	
  Arbitration

  
	
   

  	
   

  
	
  Section
  23.

  	
  TERMINATION
  AND EVENTS OF DEFAULT

  
	
  23.1

  	
  Reliance's Right
  of Termination

  
	
  23.2

  	
  Vendor's Right of
  Termination

  
	
  23.3

  	
  Continuing
  Obligations; Survival

  
	
   

  	
   

  
	
  Section
  24.

  	
  MISCELLANEOUS

  
	
  24.1

  	
  Amendments

  
	
  24.2

  	
  Offset

  
	
  24.3

  	
  Assignment

  
	
  24.4

  	
  Notices

  
	
  24.5

  	
  Independent Contractor

  
	
  24.6

  	
  Inducements

  
	
  24.7

  	
  Headings

  
	
  24.8

  	
  Severability

  
	
  24.9

  	
  Waiver

  
	
  24.10

  	
  Public Statements

  
	
  24.11

  	
  Records and
  Communications

  
	
  24.12

  	
  Specifications

  
	
  24.13

  	
  Financing Parties
  Requirements

  
	
  24.14

  	
  Confidentiality

  
	
  24.15

  	
  Entirety of
  Contract; No Oral Change

  
	
  24.16

  	
  Publicity

  
	
  24.17

  	
  Change of
  Control of the Vendor

  
	
  24.18

  	
  Non-Recourse

  
	
  24.19

  	
  Further
  Assurances

  
	
  24.20

  	
  Counterparts

  
	
  24.21

  	
  Time
  is of the Essence

  
	
  24.22

  	
  Construction

  
	
  24.23

  	
  Improvements,
  Inventions and Innovations

  



 


 


iv

















 


 


EXHIBIT


 


	
  Exhibit A

  	
   

  	
  Specifications (Including
  Annexures)

  



 


 


 


 


SCHEDULES


 


	
  Schedule 1

  	
  -

  	
  Not Used

  
	
  Schedule 2

  	
  -

  	
  Insurance

  
	
  Schedule 3

  	
  -

  	
  Reliance Policies

  
	
  Schedule 4

  	
  -

  	
  Pro-Forma Purchase Order

  
	
  Schedule 5

  	
  -

  	
  Form of Performance
  Security

  
	
  Schedule
  6

  	
  -

  	
  Feature and Function
  Availability

  



 


 


 


v

















 


BROADBAND ACCESS NETWORK GENERAL
TERMS AND CONDITIONS


 


These
Broadband Access Network General Terms and Conditions (the “General Terms”) are
effective as of October 1, 2002 (the “Effective Date”), by and between Reliance
Infocomm Limited, a company incorporated and registered under the Companies
Act, 1956 and having its Registered Office at Avdesh House, Pritam Nagar, 1st
Slope, Ellis Bridge, Ahmedabad 380006, Republic of India (hereinafter referred
to as “Reliance” which expression, unless repugnant to the context or meaning
thereof, shall mean and include its successors and permitted assigns), and
UTStarcom Inc., a company incorporated under the laws of Delaware and having
its principal offices at 1275 Harbor Bay Parkway, Alameda, California 94502,
U.S.A (hereinafter referred to as the “Vendor”, which expressions, unless
repugnant to the context or meaning thereof, shall mean and include its
permitted successors and assigns and, together with Reliance, the “Parties” and
each, a “Party”).


RECITALS:


 


(a)                                  Reliance has
obtained the following licenses from the Department of Telecommunications,
Ministry of Communications, Government of India:


(i)                                     national long
distance operation;


(ii)                                  basic telephone
services in seventeen (17) telecom circles in India; and


(iii)                               International
long distance operations


that can be used for
transporting voice, video and data telecommunications in India.


 


(b)                                 Vendor  has represented that it has the
requisite knowledge, expertise, technical know-how, experience, resources,
infrastructure and intellectual property for the design, manufacture,
development, procurement, installation, configuration, integration, operations,
management, maintenance and administration of all Products and Services
contemplated by the Documents.


 


(c)                                  The Parties
desire to establish a master set of general terms and conditions that shall
govern all hardware, software and services provided by or for Vendor to
Reliance and the Users as hereinafter set forth.


 


NOW, THEREFORE, in consideration
of the mutual promises and covenants herein contained, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties hereby agree as follows:


SECTION
1.                 BACKGROUND


1.1  The
Reliance Vision.


1.1.1           Reliance
desires to construct a telecommunications network in the Republic of India and
to provide advanced optical, wireless and wireline voice, video and data
services across the Republic of India and throughout other areas of the world,
either directly to its end customers or through services resold by


 

















 




other telecommunications carriers. Reliance and its Affiliates have been
providing GSM mobile wireless services in seven (7) telecommunications circles
and basic telecommunications services in one (1) telecommunications
circle.  Reliance and its Affiliates
have placed fiber-optic cable along rights of way and desire to sell certain
strands of “dark” fiber capacity and to “light” the remaining fiber-optic cable
by attaching optical-electronic equipment in order to create a
telecommunications traffic transport network throughout India.  This fiber-optic network will serve as a
“backbone” to which Reliance will interconnect various wireless and wireline
networks, switching equipment and monitoring, management and administrative
systems to create an integrated telecommunications network.


1.1.2                                  Reliance has received
authority to provide basic local and long distance services in India. Using
appropriate wireless and wireline technologies Reliance seeks to provide basic
local telecommunications services. 
Reliance seeks to develop a backbone network that will provide national
long distance services, high capacity access for business customers and points
of interconnection to local loops. Finally, Reliance seeks to interconnect its
integrated network with those of other telecommunications providers.


1.1.3                                  Reliance’s objective is to
implement this integrated network such that it can provision, transport,
monitor, manage, maintain and administer all types of telecommunications
traffic.  As a result, the network
envisioned by Reliance also includes network operations centers (“NOCs”) to
constantly monitor the status of the network, and a full suite of software
support systems (e.g., enterprise, operations and billing) to permit Reliance
to provide all its anticipated voice, data and enhanced services efficiently,
to monitor the services being provided and to invoice its customers on an
accurate and timely basis for such services. 
Reliance will also require optimization and maintenance services to
ensure the network provides the levels of service demanded by Reliance’s
potential customers.


1.1.4                                  In summary, Reliance desires
to retain the services of appropriate contractors to provision, build, operate,
manage, maintain and administer the Broadband Access Reliance Network and
associated operations, billing and Enterprise support systems.  Such services may include the following:


(a)                                  Design of some sections of
the Broadband Access Reliance Network and confirmation of the designs already
developed by Reliance;


(b)                                 Engineering of the various
sections of the Broadband Access Reliance Network;


(c)                                  Supply of equipment for the
Broadband Access Reliance Network;


(d)                                 Supply of software for the Broadband
Access Reliance Network;


(e)                                  Installation of equipment;


 


2

















 


(f)                                    Installation of software;


(g)                                 Commissioning of the
sections of the Broadband Access Reliance Network for service;


(h)                                 Optimization of the sections
of the Broadband Access Reliance Network;


(i)                                     Construction, provisioning,
configuration, operation, management and maintenance of NOCs, including the
Wireless NOC and the Backbone NOC and the links to the NOCs and the integration
of all Reliance and other customer and services provider products, networks and
NOCs where requested by Reliance to assure Interoperability;


(j)                                     Management of integration of
all Products supplied by Vendor with all products comprising the Broadband
Access Reliance Network;


(k)                                  Interconnection of the
Broadband Access Reliance Network with other networks;


(l)                                     Maintenance of the Broadband
Access Reliance Network;


(m)                               Monitoring of the Broadband
Access Reliance Network;


(n)                                 Implementation of, and
integration of Vendor’s Products with, operational support systems (“OSS”),
operational management systems (“OMS”), billing support systems (“BSS”) and
enterprise support systems (“ESS”) for the Broadband Access Reliance Network;
and


(o)                                 Project and program
management for the entire process.


1.1.5                                  Reliance has disclosed the
implementation plans of the program to Vendor and Vendor acknowledges that it
is fully aware of the technical details and Timetables of the program and the
requirements of and Specifications for the Equipment, Software and Services
required to achieve the goals, objectives and purposes set forth in the
Documents.  As a result, Reliance and
Vendor have negotiated the Documents to describe the contractual rights and
responsibilities between Reliance and Vendor with respect to the implementation
of the Broadband Access Reliance Network, as it evolves and continuously
improves during the Term.  Vendor is
skilled and experienced in, and desires to provide, these services to Reliance
in accordance with the provisions and the objectives set forth herein.


1.2  General
Terms.


During
the Term, Vendor shall offer to Reliance and Reliance may obtain from Vendor,
certain Equipment, Software and Services in accordance with the terms and
conditions set forth in the Documents. 
The Parties desire to enter into these General Terms to define the 


 


3

















 


terms
and conditions that shall govern their relationship, allocate certain
responsibilities and provide certain price preferences and other incentives
that shall apply to all Equipment, Software and Services purchased by or for
Reliance from the Vendor.  The General
Terms do not obligate Reliance to purchase any specific equipment, software or
services except as otherwise set forth in the Documents.  The Vendor shall not and these General Terms
do not impose any condition on Reliance to purchase any equipment, software or
services as a precondition to sale, purchase or supply of any other equipment,
software or services required by the Documents. The Vendor shall provide all
Products and Services to Reliance pursuant to and in accordance with the
Specifications, these General Terms and other applicable Documents.  Except to the extent a contrary intent is
set forth herein, all Products and Services shall be subject to Acceptance
Testing in accordance with the applicable Acceptance Tests as set forth in the
Specifications.


1.3  Contracts.


Vendor
shall provide Equipment to Reliance pursuant to a Broadband Access Equipment
Contract (the “Broadband Access Equipment Contract”). Vendor shall provide
Software to Reliance pursuant to a Broadband Access Software Contract (the
“Broadband Access Software Contract”). Vendor shall provide Services to
Reliance pursuant to a Broadband Access Services Contract (the “Broadband
Access Services Contract”). Each of the Broadband Access Equipment Contract,
the Broadband Access Software Contract and the Broadband Access Services
Contract is a “Contract” and collectively are the “Contracts.”


1.4  Purchase
Orders


Reliance
shall only be obligated to pay for Equipment, Software and Services provided by
or for the Vendor pursuant to, and in accordance with, each Purchase
Order.  Reliance shall be permitted to
modify the form of Purchase Order and Task Order in its discretion if it is
necessary to do so.


1.5  Procedures
Manual


1.5.1                                  As part of the Work, and at
no additional cost to Reliance, Vendor shall deliver to Reliance for its
review, comment and approval (a) an outline of a Procedures Manual within [***]
following the Effective Date of each Contract, and (b) a final draft of such
Procedures Manual at least [***] prior to the Commencement Date of each
Contract; provided, that Vendor shall in all events have a minimum of [***] in
which to deliver such final draft to Reliance. 
At a minimum, the Procedures Manual shall include all information
typically addressed by Vendor in its Procedures Manuals and the following:


[***]


1.5.2                                  Vendor shall perform the
Work in accordance with the Documents. 
The Procedures Manual shall be delivered and maintained by Vendor in
both Microsoft Word and web-based HTML/XML format.  Paper copies of the Procedures Manual shall be delivered, and
electronic copies of the Procedures Manual shall be emailed, to Reliance
designated personnel upon 


 


4

















 




the completion of each draft, when finalized by the Parties and whenever the
Procedures Manual is subsequently updated or otherwise modified.  Vendor shall promptly modify and update the
Procedures Manual to reflect changes in the operations or procedures described
therein, and shall provide the proposed changes in the manual to Reliance for
review, comment and written approval.


1.6  Priority.


In
the event of a conflict between these General Terms and any other document, the
following order of priority shall be applied:


1.                                       General Terms, supersede;


2.                                       Contracts, which supersede;


3.                                       Specifications, which
supersede;


4.                                       Purchase Orders, which
supersede;


5.                                       the Procedures Manual.


provided,
(a) that in the event of a conflict or inconsistency between any schedule or
exhibit or an attachment to the General Terms or any Contract, the General
Terms or the concerned Contract, as applicable, shall prevail; (b) that in the
event identical defined terms are provided for in two or more Documents, the
term as defined in any such Document shall control as to such Document (e.g.,
the “Effective Date” as defined in any Contract shall be the effective date
applicable to such Contract) and (c) that in the event the Net Price for any
Product or Service, when calculated under the terms of the General Terms or
terms of any agreement results in different Net Prices, Reliance shall in all
events be charged the lowest Net Price so determined.


SECTION 2.         DEFINITIONS
AND INTERPRETATION


2.1  Definitions.


As
used in the Documents, capitalized terms shall have the meaning set forth
herein, or if there is no express definition set forth herein, the meaning set
forth in an applicable Document.


“Acceptance” or “Accepted”


the
successful completion of all of the Acceptance Tests and requirements as set
forth in the Documents in respect of the Broadband Access Reliance Network or
any relevant portion thereof. In the event that the Acceptance Tests as set
forth in the Documents in respect of any Products have not been completed
within [***] after the delivery of such Products due to reasons attributable to
Reliance under the responsibility matrix set forth in the Specifications then
such Products shall be deemed to have achieved Acceptance on the expiry of such
[***] period.


 


5

















 


“Acceptance Certificates”


those written
certificates provided by Reliance to the Vendor evidencing Reliance’s
Acceptance of the Products, Services and the Initial Broadband Access Reliance
Network or the Broadband Access Reliance Network or any relevant portion
thereof pursuant to and in accordance with the Specifications and the
Performance Criteria. With respect to Expansions, Reliance shall provide Vendor
with Acceptance Certificates once every calendar month setting forth the
Products that have achieved Acceptance during the preceding calendar month.


“Acceptance Tests” and
“Acceptance Testing”


the
collective reference to the performance and reliability demonstrations and
tests relating to acceptance set forth in the Specifications.


“Ad Hoc Reporting Baseline”


has
the meaning ascribed thereto in Section 7.3.


“Ad Hoc Reports”


has
the meaning ascribed thereto in Section 7.3.


“Additional Reports”


has
the meaning ascribed thereto in Section 7.3.


“Affiliate”


means,
with respect to any Person, any other Person directly or indirectly
Controlling, Controlled by, or under direct, indirect or common Control with,
such Person. For the purposes of this definition of “Affiliate,” “Control,”
“Controlled” or “Controlling” shall mean, with respect to any Person, any
circumstance in which such Person is controlled by any other Person by virtue
of the latter Person controlling the composition of the board of directors or
managers or owning the largest or controlling percentage of the voting
securities or interests of such Person or otherwise.  For the avoidance of doubt it is clarified that a mere holding by
a Person of the largest percentage of the voting securities or interest of
another Person shall not make the latter an Affiliate of the former under this
definition unless it also controls the latter Person.


“Annual
Price Improvement”


a
discount calculated on the lowest Net Price paid or payable for any given
Product in the previous [***] period in which Reliance has purchased such
Product, to determine the Net Price applicable to purchases of such Product by
Reliance in succeeding [***] periods as set forth in the table below.  Such discounts shall be applied on a
compounding basis.


 


6

















 


[***]


“Applicable Laws”


as
to any Person, the certificate of incorporation and by-laws or other
organizational or governing documents of such Person, all domestic and foreign
laws (including, but not limited to, any Environmental Laws), treaties,
ordinances, judgments, decrees, injunctions, writs, orders and stipulations of
any court, arbitrator or governmental agency or authority and statutes, rules,
regulations, orders and interpretations thereof of any federal, state, provincial,
county, municipal, regional, environmental or other Governmental Entity,
instrumentality, agency, authority, court or other body (i) applicable to or
binding upon such Person or any of its property or to which such Person or any
of its property is subject or (ii) having jurisdiction over all or any part of
the Broadband Access Reliance Network or the Work to be performed pursuant to
the terms of the Documents.


“Applicable Permits” or
“Permits”


any
waiver, exemption, building, variance, franchise, permit, authorization,
approval, license or similar order of or from any domestic or foreign, federal,
state, provincial, county, municipal, regional, environmental or other
Governmental Entity, instrumentality, agency, authority, court or other body having
jurisdiction over all or any part of the Broadband Access Reliance Network or
the Work to be performed pursuant to the terms of the Documents.


“Backwards Compatibility” or
“Backwards Compatible”


means
(i) with respect to all Updates, Upgrades and Combined Releases relating to
Software, the ability of the greater of (A) each of the prior [***] Major
Releases, or (B) the number of Major Releases issued by Vendor within a period
of [***] prior to the integration into the Broadband Access Reliance Network of
such Update, Upgrade and/or Combined Release relating to Software, to remain
fully functional in accordance with and up to the performance levels to which
each was performing immediately prior to the integration with such Update,
Upgrade and/or Combined Release relating to Software, and the ability of such
Update, Upgrade and/or Combined Release to Interoperate and be compatible with
all such functionality of such prior Software versions and with all existing
in-service Vendor provided Products already installed in the Broadband Access
Reliance Network; (ii) with respect to all Updates, Upgrades and Combined
Releases (to the extent of that portion of the Combined Release that is the
Update or the use of which by Reliance is not optional without losing the benefit
of the Update (for these purposes a “New Equipment Release” means collectively
such Update and such non-optional portion of such Combined Release) relating to
Equipment, the ability of the existing Broadband Access Reliance Network
infrastructure to remain fully functional in accordance with and up to the
performance levels to which it was performing immediately prior to the
integration with the New Equipment Release, and the ability of the New
Equipment Release to Interoperate and be fully compatible with all such
functionality of such existing infrastructure and (iii) with respect to each of
(A) Updates, Upgrades and Combined Releases relating to Software, and (B) New
Equipment Releases, the ability of each of the Products set forth in (A) and
(B) to comply with the existing 


 


7

















 


interfaces
to other third party equipment and software already deployed in the Broadband
Access Reliance Network and with respect to which Vendor is already in
compliance prior to the introduction of the Products set forth in (A) and (B).


“BAN”


means
the physical location where the Broadband Access traffic from various BNs is
aggregated, processed and interconnected to the other components of the
Broadband Access Reliance Network.


“BAN Terminal”


means
the Network Element forming part of the Broadband Access Reliance Network that
is located at the BAN location of the Broadband Access Reliance Network


“BA Ring”


means
a discrete portion of the Broadband Access Reliance Network, comprising of one
or more BN Terminals and the associated BAN Terminal, connected in a ring and
satisfying the specifications for the SDH Equipment or any other protection
mechanism as set forth in the Specifications.


“BN”


means
the physical location where the Broadband Access traffic from various CPEs is
aggregated, processed and interconnected to the other components of the
Broadband Access Reliance Network.


“BN Terminal”


means
the Network Element forming part of the Broadband Access Reliance Network
described in the Specifications that is located at the BN location of the
Broadband Access Reliance Network, including without limitation any CPE’s that
may be located at such BN location.


“Benchmarker”


has
the meaning ascribed thereto in Section 12.6.


“Benchmarking”


has
the meaning ascribed thereto in Section 12.6.


“Best-in-Class Performance”


for
the applicable measurement period for any Deliverable, the average of the [***]
highest performance standards identified by the Benchmarker as comparable.


“Best Practices”


with
respect to any item of Work, those customs, practices, processes and methods
used by the leading contractors providing deliverables similar to such item to
design, 


 


8

















 


manufacture,
develop, install, commission, optimize, maintain and monitor such item,
including the process and quality recommendations of any industry- or
sector-wide standard setting organizations.


“Bill of
Quantities” or “BOQ”


the
final as-built bill of quantities of Products in the Initial Broadband Access
Reliance Network, at the time of Acceptance of the Initial Broadband Access
Reliance Network.  Vendor’s initial
estimate of the BOQ is set forth in the Specifications and will change from time
to time based on network and Broadband Access link engineering as agreed by the
Parties.  The basis for determination of
the BOQ for the Initial Broadband Access Reliance Network is set forth in the
Specifications.


“Broadband Access Reliance
Network” or “Network”


all
Products and Services and other items of Work furnished by Vendor and all
Subcontractors under the Documents, together with all equipment, hardware,
software, services and other items furnished by Third Party Providers,
including the Initial Broadband Access Reliance Network.


“Broadband Access Equipment”


means
access network equipment’s such as Digital Loop Carrier, transport equipment,
DSL equipment, metro Ethernet equipment, the Customer Premises Equipment, their
components, parts and accessories as required at BAN and BN.


 “Broadband Access Equipment Contract”


has
the meaning ascribed thereto in Section 1.3.


“Broadband
Access Reliance Network Plan”


has
the meaning ascribed thereto in Section 7.10.


 “Broadband Access Services Contract”


has
the meaning ascribed thereto in Section 1.3.


“Broadband Access Software
Contract”


has
the meaning ascribed thereto in Section 1.3.


“Business Day”


any
day of the year other than a Sunday or Indian national holiday.


“Change”


has
the meaning ascribed thereto in Section 14.3.


 


 


9

















 


 


“Change Orders”


has the meaning ascribed
thereto in Section 14.3.


“Charges”


for any period, the total
amount of charges by Vendor for the Deliverables invoiced in accordance with
the Documents during such period.


“Civil Work”


with respect to any Network
Facility, the labor and materials necessary in the performance of demolition,
construction and renovation work, and any structural improvements (including,
but not limited to, any buildings and towers) in order to construct a Network
Facility.


“Combined Release”


an Update that is combined
with any Upgrade.


“Commencement Date”


the date upon which Work
shall commence pursuant to any Contract or other Document.


“Commercial Service”


means revenue generating
stable commercial operation of the Broadband Access Reliance Network, or any
relevant portion thereof, exclusive of operation for purposes of Acceptance
Testing in accordance with the Specifications.


“Contracts”


has the meaning ascribed
thereto in Section 1.3.


 “COT”


means (Central Office
Terminal) which is also known as LET ( Local Exchange Terminal)


“Critical Performance Failure”


has the meaning ascribed
thereto in the relevant Documents.


“Custom Work Software”


all Software made, conceived
or developed by Vendor or any Vendor Affiliate expressly on behalf of Reliance
pursuant to the Documents, and any Inventions or Derivative Works
therefrom.  Except as otherwise provided
herein, Custom Work Software does not include any pre-existing software owned
or licensed by Vendor or any Vendor Affiliate.


 


10

















 


“Customer Premises Equipment” or “CPE”


means the end-user/customer
equipment, including telephones and other equipment for broadband access,
located at the customer’s premises and connected to the BN Terminals.


“Date Processing Compliance”


has the meaning ascribed
thereto in Section 7.7.


“Defects and Deficiencies”, “Defects or Deficiencies”, or “Defective”
or “Deficiencies”


any one or a combination of
the following, or items of a similar nature:


(a)           when used with respect to the
performance of labor or service (including any work by any Subcontractor), such
items that are not provided in a workmanlike manner, consistent with the
standards of quality and performance set forth in the Documents and in
accordance with the Specifications and Timetables set forth herein;


(b)           when used with respect to structures,
materials, Equipment and Software (including any Work by any Subcontractor),
such items that are not (i) of good quality and free from improper workmanship
and defects in accordance with the standards set forth herein and the highest
standards of procurement and manufacturing, or (ii) free from errors and
omissions in design, development or engineering services in light of such
standards; or (iii) in compliance with the Specifications; and


(c)           in general, (i) Work (including any
Work by any Subcontractor) that does not conform to the Specifications and/or
requirements of the Documents, (ii) Work (including any Work by any
Subcontractor) that is not free from excessive corrosion or erosion or (iii)
any design, engineering, start-up activities, materials, Equipment, Software,
tools, supplies, commissioning, optimization or Training that (a) does not
conform to the standards and/or Specifications set forth herein, (b) has
improper or inferior workmanship or (c) would adversely affect the ability of
the Products to meet the Performance Criteria on a consistent and reliable
basis.


“Deliverable”


any item identified in any
Purchase Order accepted by Vendor pursuant to Section 14.2 below, including,
without limitation, any Product or Services.


“Derivative Work”


a work that is based upon
one or more preexisting works, such as a revision, modification, translation,
abridgment, condensation, expansion, or any other form in which such
preexisting works may be recast, transformed, or adapted, and that, if prepared
without authorization of the owner of the copyright in such preexisting 


 


11

















 


work, would constitute a
copyright infringement.  For purposes
hereof, a Derivative Work shall also include any compilation that incorporates
such a preexisting work.


“Development Committee”


the Development Committee
established pursuant to Section 3.8.2.


“Disabling Code”


any code, program or
sub-program the knowing or intended purpose of which is to disable or otherwise
shutdown all or any portion of the Work or that prevent access or the operation
of any program, sub-program, feature or functionality that is necessary for the
proper functioning of the Products within the Broadband Access Reliance Network
in accordance with the Specifications. 
This definition shall not include key codes or similar items whose
purpose is to enable the functioning of further features, functions or capacity
in respect of Equipment or Software.


“DLC”


means Digital Loop Carrier
system, providing broadband data and voice services.


“Documentation”


all materials, instructions,
specifications related to the design, manufacture, development, installation,
configuration, optimization, operation, maintenance, management, administration
or Interoperability of the Products, Services for the Broadband Access Reliance
Network, training and operating manuals, including Vendor’s standard Product
and Software documentation as provided by Vendor and expressly accepted by
Reliance.


“Documents”


the collective reference to
these General Terms and all Contracts, the Specifications and the schedules and
exhibits hereto and thereto, and all Purchase Orders and the Procedures Manual,
all as amended from time to time in accordance with the procedures set forth
hereunder (and the term “Documents” shall include all such amendments) and all
other present or future agreements and instruments between Reliance, on the one
hand, and Vendor and/or any Affiliate of Vendor, on the other hand, in
connection with the performance of the General Terms, the Contracts, the
Specifications, Purchase Orders and/or the Procedures Manual or any of the
obligations hereunder or thereunder. 
The term “Documents,” when used in the context of any applicable
Contract, shall be deemed to include such Contract.


“Effective Date”


has the meaning ascribed
thereto in the prefatory paragraph to these General Terms.


“Environmental Laws”


any and all domestic and
foreign, federal, state, local or municipal laws, rules, orders, regulations,
statutes, ordinances, codes, decrees, requirements of any Governmental 


 


12

















 


Entity, or requirements of
law (including, without limitation, common law) relating in any manner to
contamination, pollution, or protection of human health or the environment, as
now or may at any time hereafter be in effect, as applicable.


“Equipment”


(a) all equipment,
components, hardware, spare and replacement parts, accessories, test bed and
other items of tangible personal property furnished to Reliance by the Vendor
or any Subcontractor pursuant to the Documents; (b) all Upgrades, Updates and
Combined Releases relating to the equipment, hardware, spare and replacement
parts and other items of tangible personal property described in (a) above; and
(c) all Documentation relating to (a) and (b) of this definition.


“Expansions”


all Products and Services
ordered by Reliance that are not a part of the Initial Broadband Access
Reliance Network.


“Expense”


any cost or expense incurred
by a Party.  The term “Expenses”
includes Pass-Through Expenses, Reliance Internal Expenses and Retained
Expenses.


“Extraordinary Event”


a circumstance in which an
event or discrete set of events has occurred or is planned with respect to the
business of Reliance that results or will result in a change in the scope,
nature or volume of the Products and/or Services that Reliance will require
from Vendor, and which is expected to cause the estimated chargeable resource
usage in any category used to provide the Work to increase or decrease by
twenty percent (20%) or more.  Examples
of the kinds of events that might cause such substantial increases or decreases
include:


(a)           changes to locations where Reliance
operates;


(b)           changes in products of, or in markets
served by, Reliance;


(c)           mergers, acquisitions or divestitures
of Reliance;


(d)           changes in the method of service
delivery; or


(e)           changes in market priorities.


“Features”


means Product features and
performance or with respect to other items, the features and performance of
such items.


“Financial Audit”


means the procedure set
forth in Section 12.11


 


13

















 


“Fit”


means physical size or mounting
arrangement.  For the purposes of
illustration it would be mechanical, electrical or thermal requirements.


“Forward Price Assurance”


means the procedure set
forth in Section 3.16.


“Force Majeure”


means any or all of the
following events or occurrences:


(a)           Acts of God, epidemic, earthquake,
fire, explosion, or extraordinary weather conditions more severe than those
normally and typically experienced in the affected geographic area;


(b)           Acts of a public enemy, war (declared
or undeclared, terrorism), blockade, insurrection, riot or civil disturbance,
or any exercise of police power by or on behalf of any public entity;


(c)           (i) With respect to Reliance, the
suspension, termination, interruption, denial or failure of or delay in renewal
or issuance of any Applicable Permit required by the Documents; or (ii) a
change in Applicable Law that materially prevents a Party’s performance of its
responsibilities under the Documents; provided, that no such order, judgment,
act, event or change is the result of the action or inaction of, or breach of
the Documents by, the Party relying thereon; or


(d)           Strikes, boycotts or lockouts by a
whole national category of workers except for any such strike, boycott or
lockout limited to the employees of the Vendor or the employees of a
Subcontractor;


provided, that any such
event (i) has a material adverse impact on a Party’s ability to perform its
responsibilities under the Documents, and (ii) is beyond the reasonable control
of the affected Party.


Events of Force Majeure include
the failure of a Subcontractor to furnish labor, services, materials, or
equipment in accordance with its contractual obligations, only to the extent
such failure is itself due to an event of Force Majeure to the extent the
Subcontractor or Vendor could not avoid or mitigate such failure.  Delays in performance by the Vendor to the
extent due to the failure of the Vendor or any Subcontractor
to provide an adequate number of engineers or other workmen or to manufacture
or procure an adequate amount of Equipment, Software and/or Services shall not
be considered events of Force Majeure.


“Forecast”


has
the meaning ascribed thereto in Section 14.1.


 


14

















 


“Forecast Period”


the
[***] following the date of delivery of any Forecast.


“Form”


means
physical shape.


“Function”


means
that the Product, Licensed Material or Features perform in the manner described
in the Specifications or if not so described, as described in the Vendor’s or Vendor’s Affiliate’s
specifications relating thereto that were furnished to Reliance.


“General Terms”


this
statement of Broadband Access Network General Terms and Conditions, including
all exhibits and schedules attached hereto, as amended from time to time.


“Governmental Entity”


any
nation or government, any state, province or other political subdivision
thereof and any entity exercising executive, legislative, judicial, regulatory
or administrative functions of or pertaining to government.


“Indemnitees”


has
the meaning ascribed thereto in Sections 20.1 and 20.2.


“Initial Broadband Access Reliance Network”


 a fiber-optic cable / copper cable network
covering [***] node (BN) locations, associated Building Aggregation Node (BAN)
locations, associated Media Convergence Node (MCN) locations and associated
network elements, the technical and other specifications of which are set forth
in the Specifications.


“Inspector”


a
qualified Person designated as an authorized representative of Reliance
assigned to make all necessary inspections of the Work, or of the labor,
materials and equipment furnished or being furnished by the Vendor or any of
its Subcontractors in the course thereof at the Network Locations and the other
sites where the Vendor or any Subcontractor is prosecuting the Work, subject to
appropriate notice, safety, security and confidentiality requirements.


“Interoperability”


means
the ability through the use of open interfaces and published standards for (i)
the Broadband Access Reliance Network or any material part thereof to
interconnect and successfully operate with another portion of the Broadband
Access Reliance Network or any material part thereof provided by or for the
Vendor, Third Party Providers 


 


15

















 


and/or
the Other Contractors and/or other suppliers or service providers whose
equipment and software also meet relevant standards in accordance with the
Specifications, (ii) Products to operate with one another and to operate with
and within the Broadband Access Reliance Network in accordance with the
Specifications, and (iii) Products and the Broadband Access Reliance Network to
operate and interoperate with the networks of other domestic and national
telecommunications services providers in the Republic of India, and interwork
with international service providers throughout the world in accordance with
the Specifications.


“Intellectual Property
Rights”


all
patent, trademark, copyright, design right, trade secret, service mark or other
intellectual property rights in and to the Work licensed, granted or assigned
by Vendor or any Vendor Affiliate to, or otherwise vested in, Reliance pursuant
to the Documents.


“Invention”


any
idea, design, concept, technique, invention, discovery, or improvement,
regardless of patentability, made solely or jointly by Vendor, any Vendor
Affiliate and/or their respective employees, or jointly by Vendor, any Vendor
Affiliate and/or their respective employees, agents or Subcontractors with one
or more employee of Reliance during the Term under the Documents.


“Invoice”


shall
mean invoices or claim bills, in writing, delivered to Reliance by Vendor for
amounts which have become due and payable pursuant to the terms of the
Documents.


“Joint Operating Committee”


that
committee described in Section 7.1.1.


“LET”


means
Local Exchange Terminal, which is also known as COT (Central Office Terminal)


“Key Personnel”


those
expatriate and Indian Vendor Personnel as reasonably identified by Reliance as
key personnel.


“Liabilities”


has
the meaning ascribed thereto in Section 20.1.


 


16

















 


“Licensed Material”


means
Equipment or Software that is licensed to Reliance by the Vendor or any Vendor
Affiliate or that Reliance has the right to use in connection with the
operation of the Products and Services furnished by Vendor, any Vendor
Affiliate or any Third Party Provider.


“Link”


a
discrete segment of the Broadband Access Reliance Network comprising of (i) a
BAN Terminal and all Products required for such BAN Terminal to be ready for
its intended use, ii) BN terminal/s and all products required for such BN
terminal to be ready for its intended use (iii) without limitation Products
comprising the associated BA Ring to which such BAN and BN Terminals are
connected and (iv)  corresponding equipment,
both hardware/software at the MCN/NoC for the link to be ready for its intended
use as set forth in the Specifications.


“Liquidated Damages”


has the
meaning ascribed thereto in Section 5.7.


“Major Release”


a
hardware or software package which provides substantial operational and
performance improvement over the previous version as well as adds additional
revenue generating features and services.


“Malicious Code”


any
code, program or sub-program the knowing or intended purpose of which is to
damage or interfere with the operation of the computer system that contains the
code, program or sub-program, or to halt, disable or interfere with the
operation of the Software, code, program or sub-program, itself, or any code,
program or sub-program that permits any person to circumvent the normal
security of the Software or the system containing the code.


“Market”


a
geographic area subject to consistent regulation by a Governmental Entity
(e.g., wireless services within a basic telecommunications circle or backbone
services in a long distance charging area) or all Products and Services and any
Reliance property located within the geographic boundaries of such area, as the
context requires.


“Marks”


has
the meaning ascribed thereto in Section 15.4.


“MCN”


 


17

















 


means
Media Convergence Node, where intra and inter city network equipments are
located. These equipment’s consist of transport, transmission, switching, data,
IP etc. ,without limitation.


“NMS/EMS”


the
NMS/EMS for Narrowband and Broadband Access application platform and all of the
associated products, terminals, services, applications and modules required to
manage the Broadband Access Reliance Network all by itself, as set forth in the
Specifications.


“Net Price”


the
final transaction price paid or payable after all applicable price preferences,
reductions, rebates, volume/trade discounts or adjustments of any kind are
applied, whether under the original contract of purchase, as it may be amended,
supplemented or otherwise modified from time to time, or any supplemental,
separate, or complementary transaction. 
Solely for purposes of the application of Annual Price Improvement or
any other credit, discount or price adjustment available to Reliance under the
Documents (other than Forward Price Assurance), the “Net Price” paid or payable
by Reliance for such purposes shall be deemed to be the lowest price available
to Reliance under the Documents prior to the application of Forward Price
Assurance. For the further avoidance of doubt, any adjustment of prices payable
by Reliance under the Forward Price Assurance provisions shall not effect the
Net Price for purposes of the application of the Annual Price Improvement or
any other credit, discount or price adjustment available to Reliance under the
Documents, such that Annual Price Improvement, or other credit, discount or
price adjustment as aforesaid will be applied against the Net Price in place
immediately prior to the Forward Price Assurance Evaluation.


“Network Element”


Equipment,
Software or Services or any combination thereof required to be provided by or
for the Vendor to Reliance, any Reliance Affiliate or the Users as set forth in
the Documents.


“Network Facility”


the
structures, improvements, foundations, towers, and other facilities utilized to
house or hold any Network Element and any related Equipment to be located at a
particular Network Location.


“Network Location” or “Site”


the physical location for a Network Element.


“New Services”


services
provided by Vendor that are materially different in character from, and in
addition to, the Work.


 


18

















 


“Other Contractors”


contractors,
other than the Vendor, with whom Reliance has entered, either directly or
indirectly, or may enter in the future, into a contract for the provision of
products and services for the engineering and construction of any portion of
the Broadband Access Reliance Network. 
The term “Other Contractors” does not include any Subcontractors in connection
with the Work to be performed under the Documents in their capacity as
Subcontractors.


“Other Customer”


excluding
Reliance, any customer of the Vendor or any customer of any of the Vendor’s
Affiliates or subsidiaries.


“Out-of-Pocket Basis”


actual
and documented cost of an expense, reduced by all rebates, incentives and price
preferences, but without any overhead, profit, administrative or other markup.


“Overcharge”


with
respect to any amount invoiced by the Vendor, the positive difference (if any)
between such amount invoiced to Reliance and the actual amount of such Charge
as calculated in accordance with the terms and conditions of the Documents
(including Rebates and Annual Price Improvement adjustments).


“Parties”


has
the meaning ascribed thereto in the prefatory paragraph to these General Terms.


“Pass-Through Expenses”


expenses
managed and paid by or for the Vendor and reimbursed by Reliance on an
Out-of-Pocket Basis, to the extent expressly set forth herein.


“Performance Criteria”


the levels of service and
performance and other standards set forth in the Documents that the Work is
required to comply with.


“Performance Failure”


failure
of a Network Element or other portion of the Work to perform in accordance with
the Specifications or the applicable provisions of the Documents.


“Performance Security”


has
the meaning ascribed thereto in Section 7.9.1.


“Performance Warranty”


has
the meaning ascribed thereto in Section 5.2.


 


19

















 


“Person”


an
individual, partnership, limited partnership, corporation, business trust,
joint stock company, trust, unincorporated association, joint venture,
Governmental Entity or other entity of whatever nature.


“Point Release”


a
hardware or software release that provides solutions or fixes to mistakes or
“bugs” introduced in previous versions or releases.


“Procedures Manual”


that
procedures manual described in Section 1.5.


“Products”


the
collective reference to the Equipment and the Software provided by the Vendor
or any Subcontractor pursuant to and in accordance with the terms of the
Documents.


“Product Warranty Period”


with
respect to all Products included in the same Purchase Order, a period of [***]
following Acceptance of all such Products and as such period may be extended.  With respect to Expansions, including
without limitation Products furnished in connection with an Update or Upgrade,
the Product Warranty Period shall be a period of [***] following the date of
Acceptance of such Expansion. With respect to Equipment furnished as spare or
replacement parts, the Product Warranty period shall be a period of [***]
following Acceptance of such spare or replacement parts. With respect to
repaired, replaced or corrected Products, the Product Warranty Period shall be
the longer of (i) [***] from the date of delivery of such repaired replaced or
corrected Products, or (ii) the unexpired term of the  original Product Warranty Period of the Product.


“Proprietary Information”


has
the meaning ascribed thereto in Section 24.14.1.


“Punch List”


the
list prepared in conjunction with and as a result of Acceptance Testing and
included in any Substantial Completion Certificate, which only contains one or
more non-service-affecting and non performance affecting item/s, not meeting
the performance norms and tests deferred upon mutual agreement of the Parties
determined in accordance with the Specifications that have not been fully
completed by the Vendor as of the date of the related Substantial Completion
Certificate; provided, that such incomplete portion of the Work shall not,
during its completion, in any way impair the normal daily operation of the
Broadband Access Reliance Network or relevant portion thereof in accordance
with the Specifications, except for maintenance periods
mutually agreed by the Parties to complete such items.


 


20

















 


“Purchase Order”


those
written orders delivered by Reliance to the Vendor pursuant to Section 14
specifying the Products, Services or other Work that the Vendor is authorised
to supply or commence in compliance with the Documents.  A “Purchase Order” also includes a task
order issued by Reliance for the provision of Services or other Work under the
Documents (“Task Order”).


“Quantities Purchased”


cumulative
amounts of BN Terminals purchased by 
Reliance from Vendor.


“Rate Review”


has
the meaning ascribed thereto in Section 12.8.1.


“Rebates”


is
defined in Section 3.16.7


“Reliance”


has
the meaning ascribed thereto in the prefatory paragraph to these General Terms.


“Reliance Internal Expenses”


fully-loaded
cost of any personnel, supplies, equipment, materials or services to be
provided by Reliance (other than such amounts the cost of which is categorized
as a Retained Expense) in connection with the provision of any
Deliverable.  The applicable schedule to
each Contract shall contain the fully-loaded unit cost for all such personnel,
supplies, equipment, materials and services, which may be amended from time to
time by Reliance to reflect any changes in the cost of making available such
personnel, supplies, equipment, materials and services to Vendor to provide the
Deliverables.


“Reliance Program Manager”


has the
meaning ascribed thereto in Section 8.1.1.


“Reliance Software”


any
software, graphic user interface, text, images, designs, products, computer
programs, drawings, documentation, notes, development aids, technical
documentation, information and other intellectual property materials owned,
licensed or controlled by Reliance relating to the Broadband Access Reliance
Network that is provided or used by or for Reliance in its discretion related
to the provision or performance of the Work, excluding Software subject to the
Intellectual Property Rights.


 


21

















 


“Required Consents”


consents,
authorizations, licenses, permissions or approvals (other than Applicable
Permits) required to be obtained by or on behalf of Vendor to provide Products
and Services under the Documents and to grant applicable rights of access to
Reliance, Reliance Affiliates, Users, Vendor and/or the Vendor Personnel to
certain third party software and third party hardware, networks, systems or
other materials of any kind or nature during the Term, to the extent required
by Vendor or the Vendor Personnel to fulfill their responsibilities under the
Documents, or necessary or desirable for Reliance, the Reliance Affiliates and
the Users to fully use, enjoy and operate the Products, the Broadband Access
Reliance Network and other Work. 
Required Consents shall include the consents (if any) required to be
obtained: (i) to grant Vendor the right to use or access the third party
software in connection with providing the Work; (ii) to assign to Reliance any
required licenses to third party software to the extent provided in the
Documents; and (iii) all other consents required from third parties in
connection with Vendor’s provision of the Work.


“Retained Expenses”


expenses
retained by Reliance to the extent expressly set forth herein.


“Reviewers”


has
the meaning ascribed thereto in Section 3.9.


“Revision Level”


each
version of Equipment or Software that reflects any modification or change from
the immediately preceding version of such items of Equipment or Software.


“Root Cause Analysis”


analysis,
verification and correct identification of any applicable issue concerning the
Broadband Access Reliance Network.


“RT”


means
Remote Terminal equipment of DLC, including all its accessories, located at the
BN.


“SDH
Equipment”


means
Synchronous Digital Hierarchy Equipment including the software such as [***],
their components, parts and accessories.


“Services”


the
collective reference to all of the services to be conducted by the Vendor as
part of the Work performed in accordance with the terms of the Documents.


 


22

















 


“Site Availability”


the
activities of Reliance and/or its subcontractors with respect to (a)
identifying and acquiring sufficient rights to the Network Locations (including
all requisite approvals required by any Governmental Entity) and (b) the labor
and materials necessary in the performance of Civil Work in order to construct
a Network Facility at such Network Location.


“Site Availability Delay”


a
delay in Reliance’s Site Availability activity that was not anticipated by
Reliance at the commencement of its Site Availability.


“Software”


(a)
all software, including without limitation, graphic user interface, text,
images, designs, products, computer programs, drawings, documentation, notes,
development aids, technical documentation and information furnished by the
Vendor or any Subcontractor pursuant to the Documents; (b) all Updates,
Upgrades
and Combined Releases relating to the software described in (a) above; and (c)
all Documentation relating thereto.


“Software License(s)”


has
the meaning ascribed thereto in Section 15.1.3.


“Specialized Services”


has
the meaning ascribed thereto in Section 7.8.


“Specifications”


the
statement of work attached as Exhibit A to these General Terms, provided that
(i) the statement of work shall be deemed to require that all of the Products
and Services shall comply with applicable industry standards except where
otherwise explicitly stated, and (ii) with respect to Products and
Services for which specifications and performance standards are not provided in
the statement of work, the term “Specifications” shall include Vendor’s or
Vendor’s Affiliates published specifications in respect thereof.


“Specified Reports”


has
the meaning ascribed thereto in Section 7.3.


“Standards”


a
published requirements and/or specifications document developed by a Standards
Organisation.


 


23

















 


“Standards Organisations”


national
and international organisations, which include but are not limited to the IEEE,
ITU, ANSI, TIA, ARIB, TEC or the ETSI, whose responsibilities are the
development of industry accepted requirements, specifications and procedures
for the design, integration, installation and testing of telecommunications
equipment and signaling protocols.


“Subcontractor”


a
contractor, vendor, supplier, licensor or other Person, having a contract with
the Vendor or with any other Subcontractor of the Vendor who has been hired to
assist the Vendor in certain specified areas of its performance of its
obligations under the Documents including, without limitation, performance of
any part of the Work.


“Substantial Completion”


(A)
with respect to the Initial Broadband Access Reliance Network, the time at
which Reliance signs the Substantial Completion Certificate; and (B) with
respect to Expansions, the time at which Reliance provides the Substantial
Completion Certificate to Vendor.


“Substantial Completion
Certificate”


(A)
with respect to the Initial Broadband Access Reliance Network, a document
submitted by the Vendor to Reliance and signed by an authorized representative
of Reliance and an authorized officer of the Vendor stating that (i) the Vendor
has successfully completed the Acceptance Tests applicable to the Work covered
by such certificate with the exception of items covered under the related Punch
List; (ii) the Vendor has submitted to Reliance the documentation, completed
checklists and signed certificates set forth in Chapter ___ of the
Specifications; and (iii) the Work is ready for Commercial Service; and (B)
with respect to Expansions, a document provided by Reliance to the Vendor on a
monthly basis certifying that all the Products set forth in such document have
(i) successfully passed the Acceptance Tests applicable to such Products with
the exception of items covered under the related Punch List; and (ii) the
Products are ready for Commercial Service.


“Technical Support Services”
or “TSS”


means
the support services that the Vendor shall provide to Reliance as further
described in the Broadband Access Services Contract and Annexure 1A to the
Specifications.


“Term”


has
the meaning ascribed thereto in Section 11.


“Termination Assistance
Period”


the
period of time specified by Reliance, and the activities to be performed by or
for Vendor in accordance with the Documents, during which Vendor shall
transition 


 


24

















 


responsibility
for, and control of, the Work to the persons or entity designated by Reliance.


“Termination Assistance
Plan”


the
plan reasonably established by Reliance for Termination Assistance Services
pursuant to Section 3.5.


“Termination Assistance
Services”


the
collective reference to those Services described in Section 3.5.


“Territory”


[***]
and such other countries or geographic areas mutually agreed in writing by
Reliance and the Vendor.


“Test Bed Laboratory”


means
a laboratory that includes the Products and Services necessary to support the
Broadband Access Reliance Network and other products and services designated by
Reliance, as set forth in the Documents.


“Testing Exhibits”


the
collective reference to the applicable acceptance and other testing procedures
and criteria in the Specifications.


“Third Party Intellectual
Property Rights”


has
the meaning ascribed thereto in Section 15.7.1.


“Third Party Provider”


any
person or entity that provides any hardware, software, services, networks,
systems or other work to Reliance, excluding Products and Services provided by
or for Vendor or any Subcontractor hereunder, but including the hardware,
software, services and other services that is provided internally by Reliance
and the Users.


“Timetables”


schedules
mutually agreed by Reliance and the Vendor which are set forth in the
Documents.


“Update”


a
change or modification in any Equipment or Software that fixes or otherwise
corrects faults, design defects or other shortcomings in meeting the
Specifications, or failure rates, or in any such case, that is necessary to
attain and maintain compliance with the provisions set forth herein and also
enables satisfactory performance in conjunction with the most current version
of the Equipment or Software. An Update
includes a Point Release.


 


25

















 


“Upgrade”


modifications
or improvements made to the Equipment or Software that improve the performance,
functionality or capacity of the Equipment or Software.  An Upgrade
includes a Major Release.


“User”


all
persons or entities designated by Reliance to receive or use the Products or
Services provided by Vendor or to otherwise use the Broadband Access Reliance
Network.


“Vendor”


has
the meaning ascribed thereto in the prefatory paragraph to these General Terms.


“Vendor-Controlled
Locations”


Sites
at which Work is being or will be performed and for which access and security
are controlled by Vendor.


“Vendor Developments”


product
developments, innovations and/or technological advances that are relevant to
any Products or Services conceived, made or developed by Vendor or any Vendor
Affiliates.


“Vendor Event of Default”


has
the meaning ascribed thereto in Section 23.1.


“Vendor Internal Use Tools”


all software, hardware, testing tools, instruments
and other materials used by or for the Vendor related to the Work to perform or
provide functions that are purely internal to the Vendor.


“Vendor Personnel”


personnel
employed by or for Vendor or its Subcontractors whose functions or job
assignments relate in whole or in part to the provision of Services or
performance of any other Work.


“Vendor Program Manager”


has the meaning ascribed
thereto in Section 6.4.


“Vendor’s Succeeding Entity”


has
the meaning ascribed thereto in Section 24.17.


 


26

















 


“Work”


all
Equipment, Software and Services to be provided by or for the Vendor and all
equipment, software and services to be provided by or for any Subcontractor to
Reliance, the Reliance Affiliates or the Users in accordance with the
Documents.


2.2  Interpretation.


The
terms defined in these General Terms or any other Document, include the plural
as well as the singular.  Unless
otherwise expressly stated, the words “herein”, “hereof”, and “hereunder” and
other words of similar import refer to the Documents as a whole and not to any
particular Section or other subdivision. 
Section references in a Document refer to sections of such
Documents.  The words “include” and
“including” shall not be construed to be terms of limitation.  The words “day”, “month”, and “year” shall
mean, respectively, calendar day, calendar month and calendar year, and the
words “writing” or “written” mean preserved or presented in retrievable or
reproducible written form. Other terms used in these General Terms and other
Documents are defined in the context in which they are used and have the
meanings there indicated.


SECTION 3.         SCOPE
OF WORK AND RESPONSIBILITIES


3.1  Overview.


3.1.1           Vendor
desires to provide hardware, software, equipment, communications circuits,
networks, services, maintenance, management and other Work to Reliance, the
Reliance Affiliates and the Users, and Reliance desires this Work be
performed.  Reliance is entitled to
acquire products and services that Vendor or any Vendor Affiliate generally
makes available to other customers or that are set forth in a Document or as
mutually agreed upon in writing by the Parties, pursuant to terms and
conditions no less favorable to Reliance than the prices, service levels, terms
and conditions set forth in any then-current Document.  Commencing on the applicable Commencement
Date, Vendor shall perform the Work described in the Documents.  All Work provided by or for the Vendor shall
be appropriately interfaced and Interoperable and shall comply with all
relevant Applicable Laws, Applicable Permits, Specifications, Standards and
Best Practices. Vendor shall also ensure that all Products and Services will,
as a minimum, meet the performance and design requirements, functionality and
capability defined in the appropriate Standard.


3.1.2           The
scope of Services provided by the Vendor to Reliance, the Reliance Affiliates
and the Users, shall, at Reliance’s request by way of one or more
Purchase Orders,  include the
following:


Management Services,
including overall management of a seamless end-to-end network solution,
including appropriate management of:


(i)            projects and programs


 


 


27

















 


(ii)           costs and Expenses


(iii)          changes


(iv)          quality


(v)           schedules and Timetables


(vi)          technical Equipment and Software
requirements to provide sufficient capacity and support Reliance estimates of
anticipated demand


(vii)         administration


(viii)        execution including installation,
commissioning, and acceptance testing


(ix)           logical security


(x)            integration, optimization, backwards
compatibility and Interoperability


(xi)           personnel, Subcontractor and account


(xii)          training


(xiii)         enhancements, continuous improvement
and technology refresh


(xiv)        dispute resolution


(xvii)       Product technical requirements


(xviii)      Network performance requirements


(xix)       Standards compliance matrix for all
Products and Services


(xv)         logistics


3.1.3           The
scope of Services provided by the Vendor to Reliance and Reliance Affiliates,
shall, if specifically agreed by the Parties in the relevant Documents, include
the following:


(a)           Architecture,
Design and Planning Services


(b)           Services
to review Third Party Provider specifications and/or develop specifications


(c)           Order/Procurement
Services


(d)           Installation
and commissioning Services


(e)           Integration
Services


(f)            Interconnection
and Interoperability Services


(g)           Configuration
and customization Services


(h)           Operations
support Services for [***] following the completion of the Broadband Access
Reliance Network build out


(i)            Overall
Network Acceptance Testing Services


(j)            NOC
Services and Integration with NOC Services


(k)           Services
to implement and/or  integrate with
Operation Support Systems (“OSS”), Operations Management Systems (“OMS”), GIS
System and Enterprise Management Systems (“EMS”) for fault management, trouble
resolution, alarm escalation, diagnostics, repair/upgrade, spare/inventory
management, change configuration, provisioning of subscriber services, capacity
planning, NOC integration etc.


(l)            Implementation/integration
of voice/data usage information collection, billing systems, billing support
systems (“BSS”) and other application support Services


 


 


28

















 


(m)          Problem
management, repair, sparing and maintenance Services till the expiry of the
penultimate warranty period


(n)           TSS
services, including without limitation Help Desk services,


(o)           call
center and other support services and services for integration with call center


(p)           Specialty
Services including as the implementation of fraud detection systems, traffic
pattern analysis and capacity estimation.


3.2  Work Not Described Elsewhere.


If
any services, functions or responsibilities not specifically described herein
or in the Documents are an inherent, necessary or customary part of the Work in
accordance with the Documents they shall be deemed to be included within the
scope of the Work to be delivered for the base charges (as set forth in each of
the pricing schedules and associated Purchase Orders), as if such services,
functions or responsibilities were specifically described in the Documents
unless, such services, functions or responsibilities were agreed to be
specifically excluded by the Parties in writing prior to Reliance issuing the
relevant Purchase Order(s).  Except as
otherwise expressly provided in the Documents, Vendor shall be responsible for
providing the facilities, personnel, equipment, software and other items and
resources necessary to complete the Work.


3.3  Task
Orders for Services.


From
time to time, Reliance may desire to issue Task Orders for specific Services
pursuant to an Contract.  Reliance shall
have no responsibility or liability for any Services or other Work except to
the extent expressly set forth in a Task Order issued in accordance with the
Documents.  Reliance may request
information about Services or other Work to prepare Task Orders and Vendor
shall promptly provide to Reliance, [***] sufficiently detailed information
that is responsive to Reliance’s request. 
The general requirements and procedures for all Task Orders are set
forth below in Section 14.


3.4  Continuous
Improvement.


The
Parties anticipate that the Products and Services will evolve and be
supplemented, modified, enhanced or replaced over time to keep pace with
technological advancements and improvements in the methods of delivering
services.  The Parties acknowledge that
these changes will improve the Products and Services and shall not be deemed to
result in new Charges or New Services, unless the changed products or services
are materially different in character from those then being provided by Vendor
and impose materially different obligations on Vendor.  If Reliance authorizes Vendor to proceed
with the provision of Products or Services but the Parties disagree as to
whether the authorized work should be subject to a new Charge, or should
constitute New Services, Vendor shall proceed with such work and the
disagreement shall be submitted to negotiation between the Parties for a period
of [***]. If any disagreement remains unresolved after such negotiation, the
same shall be submitted to dispute resolution, as described in Section 22.


 


29

















 


3.5  Termination Assistance Services.


3.5.1           Overview.


As part of the Services
and for the Charges set forth in the applicable Contract, Vendor shall provide
to Reliance or its designees Termination Assistance Services for up to [***]
following the termination of all or any portion of any Contract (such period,
the “Termination Assistance Period”). 
Reliance shall pay Vendor fees for Termination Assistance Services in
accordance with Section 3.5.5 hereinbelow only in the event Termination
Assistance Services are rendered pursuant to termination by convenience of all
or any portion of any Contract. Vendor shall provide Termination Assistance
Services regardless of the reason for the expiration or termination of the
Term.  Termination Assistance Services
shall be provided subject to, and in accordance with, the terms and conditions
of the Documents.


3.5.2           Preparation
of Termination Assistance Plan.


During each Termination
Assistance Period, Vendor shall perform the Termination Assistance Services and
provide the deliverables specified in the applicable Termination Assistance
Plan in accordance with the Documents. 
During the Termination Assistance Period, Reliance shall perform those
tasks that are designated to be a Reliance responsibility in the Termination
Assistance Plan.  Reliance shall not be
responsible for the performance of any tasks during the Termination Assistance
Period that are not expressly designated as being a Reliance responsibility in
the Termination Assistance Plan.  At
least [***] prior to the beginning of the Termination Assistance Period under
any Contract, Vendor shall present to Reliance for review, comment and approval
a detailed work plan based on and consistent with the Termination Assistance
Plan, which shall identify the specific transition activities to be performed
by individual Vendor Personnel on a daily basis during the Termination
Assistance Period.  Such detailed work
plan shall become a part of the Termination Assistance Plan and be incorporated
therein.  The Termination Assistance
Period may be extended by mutual written agreement of the Parties.


3.5.3           Implementation
of Termination Assistance Plan.


Vendor shall perform the
tasks described in the Termination Assistance Plan in accordance with the applicable
Timetable and the Termination Assistance Milestones set forth in the
Termination Assistance Plan.  Vendor
shall provide all cooperation and assistance required or requested by Reliance
in connection with Reliance’s evaluation or testing of the Deliverables set
forth in the Termination Assistance Plan. 
Vendor shall perform the tasks described in the Termination Assistance
Plan in a manner that shall not disrupt, or have an adverse effect on,
Reliance’s business, except as may be otherwise provided in the Termination
Assistance Plan.  Vendor shall identify
and resolve, with Reliance’s reasonable assistance, any problems that may
impede or delay the timely completion of each task in the Termination
Assistance Plan that is Vendor’s responsibility and shall use reasonable
efforts to assist Reliance’s resolution of any problems that may impede or
delay the timely completion of each task in the Termination Assistance Plan
that is Reliance’s responsibility.


 


30

















 


3.5.4           Reports.


Vendor shall report to
Reliance not less frequently than [***] on its progress in performing its
responsibilities and meeting the timetable set forth in the Termination
Assistance Plan.  Promptly upon
receiving any information indicating that Vendor may not perform its
responsibilities or meet the Timetable set forth in the Termination Assistance
Plan, Vendor shall disclose such information to Reliance.


3.5.5           Termination
Assistance Fees


Subject to Section 3.5.1,
Reliance shall pay to Vendor charges at rates stipulated for program management
Services in the relevant Documents (“Termination Assistance Fees”); provided
that, Services performed by the Vendor under a Task Order shall not be
considered as Termination Assistance Services and notwithstanding any
termination, the Vendor shall, unless Reliance in its sole discretion
determines otherwise by written notice to Vendor, continue to perform the Work
(and Reliance shall continue to perform its related responsibilities) as set
out in the Purchase Orders issued prior to the termination of the Documents or
any part thereof.


3.6  Exclusivity


Vendor
shall not have any exclusivity rights except as otherwise set forth in the
Documents.


3.7  Use of
Third Parties.


Notwithstanding
any provision to the contrary, Reliance reserves the right to use Third Party
Providers to provide or perform any portion of the work.  Reliance shall discuss
the use of and contract terms relating to Third Party Providers with Vendor
and, if necessary in Reliance’s opinion, involve Vendor in the contract
negotiations with one or more Third Party Providers.  Reliance shall incorporate Vendor’s recommendations into
Reliance’s contracts with Third Party Providers if, in Reliance’s opinion, such
recommendations are necessary.  Subject
to Reliance’s compliance with the foregoing procedure, Vendor
shall fully cooperate with and work in good faith with any Third Party
Providers as reasonably directed by Reliance and at no additional charge except
to the extent a specific charge is otherwise provided in an Contract. Such
cooperation shall include, without limitation, (i) the provision of written
requirements, standards, policies or other documentation to verify
Interoperability with the Work procured, operated, supported or used by Vendor in
connection therewith; all under reasonable conditions of confidentiality and,
if appropriate or necessary, interface licenses and (ii) highest priority
access to Vendor test location(s) and assistance to Third Party Providers for
interoperability testing, interfacing and inter-working purposes, to enable
such Third Party Providers to successfully test their products and services.
Vendor shall promptly notify Reliance if an act or omission of a Third Party
Provider shall cause, or has caused, a problem or delay in performing the Work,
and shall work with Reliance to prevent or circumvent, and in all cases
mitigate the extent of, such problem or delay. Vendor shall coordinate with
Reliance and the Third Party Providers to resolve differences and conflicts arising
between the Work and other activities undertaken by Reliance or any of the
Third Party Providers.


 


31

















 


3.8  Vendor
Developments.


3.8.1           New
Technologies.


Vendor and Vendor’s
Affiliates acknowledge Reliance’s substantial interest in state-of-the-art
technologies that offer improved performance and more efficient and
cost-effective ways to meet Reliance’s communications and related requirements.
As the Vendor or any Vendor Affiliate develops and acquires new capabilities,
such as improvements to existing technologies, the Vendor shall, no less
frequently than [***], keep Reliance fully apprised of such new capabilities
and of the expected and actual availability, use, and implementation of such
new technologies developed or acquired by Vendor or any Vendor Affiliate;
provided, that if requested by Reliance, such reports shall include business
case analyses of the tangible and service benefits that Reliance may realize
from each such technology.  Vendor shall
consult with Reliance about opportunities to participate in Beta test programs
for new technologies and services and shall cooperate in the testing and
deployment of new features, functions, technologies, or applications conceived
or developed by Reliance. Vendor
and Vendor’s Affiliates shall design and manufacture their existing Products
and Features to comply with the Specifications. In designing and developing
future products and Features, Vendor and Vendor’s Affiliates shall be
competitive with other manufacturers and suppliers with respect to Features,
products and services relevant to the Broadband Access Reliance
Network.  Vendor and Vendor’s Affiliates
acknowledge Reliance’s primary objective is to be the leading national and
international Broadband Access operator and to offer, at all times, high
revenue, cost effective and competitive communications services via the Broadband
Access Reliance Network.  To this end,
Vendor and Vendor’s Affiliates shall take into account, in its and their
development of future products and Features, inter alia, of all new standards
and specifications being developed by Standards Organizations that are relevant
to any Features, Products and Services furnished by Vendor and/or Vendor’s
Affiliates to Reliance.  Vendor and
Vendor’s Affiliates shall discuss and monitor such developments with Reliance
through the Development Committee and will use all commercially reasonable
endeavours to keep Reliance competitive with leading-edge technology and the
timely development of innovative and cost-effective new products and Features.


3.8.2           Development
Committee.


(a)           In
order to accommodate Reliance’s participation pursuant to the Documents,
Reliance and the Vendor shall establish a Development Committee within [***] of
the Effective Date.  The purpose of the
Development Committee shall be to review the development requirements and high
level development milestones, to ensure that the Vendor understands Reliance’s
requirements for the Products including, without limitation, any subsequent
Products and/or enhancements.  The
Development Committee shall provide an executive forum to discuss Product
ideas, Reliance requirements and recommended development prioritization for
improved infrastructure-based subscriber features and system features,
functions and capabilities.  The focus
of the Development Committee shall be on 


 


32

















 




Product features and services, new Products, Product enhancements, critical
operation issues, future developments and on such other matters as the Parties
mutually agree upon from time to time. 
Nothing contained in this Section 3.8.2 shall in any way limit
and/or modify Reliance’s ability to enforce its rights under the Documents or
to otherwise maintain contacts with the Vendor in any other way it sees fit.


(b)           The
Vendor shall provide a market development manager to coordinate the efforts of
the Vendor in meeting its obligations relating to the Development Committee who
shall specifically focus on new products, services and features.  Such market development manager shall be
knowledgeable in telecommunications technology and the Broadband Access
Reliance Network and shall work closely, and on a regularly scheduled basis,
with Reliance’s senior engineering and marketing personnel on feature
development, feature roll-out, future road maps for Products, and any other
marketing aspect of providing telecommunications services that Reliance
believes is beneficial to the Broadband Access Reliance Network and/or any
Market at such time.  The Vendor’s
market development manager and the manager’s staff shall serve as the Vendor’s
direct liaison with Reliance to ensure that the Vendor’s and Vendor’s
Affiliates’ product development teams are focusing on Reliance’s priorities as
described to the Vendor by Reliance from time to time either through the
Development Committee or by any other means acceptable to the Parties.


(c)           In
the event of any Vendor Development being funded in whole or in part by any
Other Customer, Vendor shall exert best efforts to procure the consent of such
Other Customer for providing reasonable information of such Customer
Development to Reliance and further, for inviting Reliance to participate in
such Vendor Development. Upon receipt of such consent from the Other Customer,
the Vendor shall provide reasonable information and sufficient notice of any
Vendor Development funded in whole or in part by any Other Customer prior to
initiating such Vendor Development. Reliance shall thereafter and, at its own
discretion, have the right (but not the obligation) to participate in such
Vendor Development on such terms as may mutually be agreed by and between
Reliance, Vendor and such Other Customers.


(d)           The
Vendor shall provide Reliance, through the Development Committee or Reliance’s
designated representative, with reasonable prior notice of any Vendor
Developments relevant to any Products, 
[***]; provided,  that (i) any such notice pursuant to this
Section 3.8.2 need not include any information originated by any Other Customer
that is proprietary to such Other Customer; and (ii) Vendor shall not be
obligated to issue any such notice with regard to any Vendor Development in
which Reliance decides not to participate. For the 


 


33

















 




purposes of this Section 3.8.2, the term “Vendor” includes the Vendor and
Vendor’s Affiliates and subsidiaries. 
[***].


(e)           Reliance
has the right, but not the obligation, to witness and/or participate in
Vendor’s demonstration laboratory and any demonstration testing and/or
application of any Vendor Development other than developments that are
[***]  The Vendor shall provide Reliance
at least [***] prior notice of the availability of such demonstration facilities
or testing, and upon Reliance’s reasonable written request, the Vendor shall
allow Reliance to participate in such demonstration testing at Vendor’s
relevant facilities upon terms reasonably acceptable to the Parties at such
time.


(f)            Reliance
shall be entitled to observe the Vendor’s or Vendor’s Affiliates’ product
development and testing activities pursuant to and relatable to the Documents.


3.8.3           Safety.


(a)           The
Vendor shall immediately notify Reliance by telephone (followed by written
confirmation within no more than [***] of such telephone call) if any goods
purchased or materials used fail to comply with applicable safety rules or
standards or contain a defect that presents a substantial risk to the public
health or injury to the public or the environment, whether by itself or when used
by Reliance or any of its Affiliates for its intended purpose.


(b)           To
the extent the Vendor is in control of any Network Location or
Vendor-Controlled Location, the Vendor shall be solely responsible for
initiating, maintaining, and supervising all safety precautions and programs in
connection with all such Vendor-Controlled Locations.  In all events, the Vendor shall comply with Applicable Laws,
standards and the Specifications bearing on safety of persons or property or
protection against injury, damages or loss. 
The Vendor shall provide a written report to Reliance describing fully
all incidents affecting safety on any Vendor-Controlled Location and shall also
furnish to Reliance copies of all reports that are provided to any Governmental
Entity.


(c)           If
any Work under the Documents involves Products or Services on Reliance’s, its
customers’ or the Reliance Affiliates’ premises, the Vendor shall take
necessary precautions to prevent injury to persons or property during the Work
and adhere to security policies and procedures of Reliance, its customers or
its Affiliates, as the case may be.


(d)           In
the event of any emergency endangering life or property, the Vendor shall take
such action as may be reasonable and necessary to prevent, avoid or mitigate
injury, damage or loss and shall, as soon as possible, report any such
incidents, including the Vendor’s response 


 


34

















 




thereto, to Reliance.  Whenever, in the
reasonable opinion of Reliance, the Vendor has failed to take sufficient
precautions for the safety of the public or the protection of the Work or of
structures or property on or adjacent to any Vendor-Controlled Location,
creating, in the reasonable opinion of Reliance, an emergency requiring
immediate action, then Reliance, after having given reasonable prior notice to
the Vendor, may (but shall not be obligated to) cause such sufficient
precautions to be taken or itself provide such protection.  Where the cause of the emergency was
attributable to the fault or negligence of the Vendor or any Subcontractor, the
taking or provision of any such precautions or protection by Reliance or its
agents or representatives shall be for the account of the Vendor and the Vendor
shall reimburse Reliance for the cost thereof.


3.9  Right of
Inspection.


Any
Person designated by Reliance including Inspectors (collectively, “Reviewers”),
shall at all reasonable times have access to the various sites where the Vendor
or any Vendor Affiliate or any Subcontractors are performing any and all Work;
provided,  that this Section 3.9 shall not be presumed to give such
access to direct competitors of the Vendor unless such sites are otherwise
Reliance sites.  For these purposes,
reasonable access shall be given during normal business hours to the Vendor’s
and its Subcontractors’ plants, premises, storage and deposit areas, facilities
and offices, sources of materials, Equipment being assembled, already assembled
or in operation, Equipment being performance tested or tested to the Vendor’s specifications
and to any other places or areas occupied by the Vendor or its Subcontractors
in connection with the Work.  The Vendor
shall provide reasonable temporary office space and services for the Reviewers
to the extent necessary. The number of Reviewers shall be commensurate with the
particular circumstances.


3.10        References to Certain Sources.


Reference
to standards, specifications, manuals or codes of any technical society,
organization or association or to the laws or regulations of any Governmental
Entity by the Documents, means (unless specifically stated otherwise) the
latest standard, specification, manual, code, laws or regulations in effect at
the time of issuance of the applicable Purchase Order of the portion of Work to
which they relate.


3.11        Review
of Documents.


The
Vendor has examined in detail and carefully studied and compared the Documents
with all other information furnished by Reliance as of the Effective Date and
has promptly reported to Reliance any material errors, inconsistencies or
omissions so discovered or discovered by any of the Subcontractors.  The Vendor shall not perform or provide any
portion of the Work knowing that it involves a material error, inconsistency or
omission in the Documents without prior written notice to and approval by
Reliance.  If for any reason the Vendor
violates this Section 3.11, then the Vendor shall, in addition to being
subject to any other remedies of Reliance, be deemed to have waived any claims
for an adjustment in any of the Specifications and/or Standards that result
directly from any such error, 


 


35

















 


inconsistency
or omission.  This Section 3.11
does not, nor shall it be deemed to, in any manner limit the terms of
Section 3.14.


3.12        Eligibility under Applicable Laws and Applicable Permits.


3.12.1         The
Vendor shall be responsible for ensuring that the Vendor and its Subcontractors
are and remain eligible under all Applicable Laws and acquire all Applicable
Permits to perform the Work under the Documents in the various jurisdictions
involved.


3.12.2         Obtaining
any Applicable Permits required by any Government Entity relating to the
manufacture, export, importation, re-exportation, safety, installation (other
than those necessary for Site acquisition and preparation) or use of the
Products (obtaining of type approvals and permits of a similar nature)
throughout the Republic of India, in any state, province or any political
sub-division thereof, or elsewhere in the Territory shall be the sole responsibility
of the Vendor provided that Reliance shall be solely responsible for obtaining
all the Applicable Permits necessary for the initial importation of the
Products into the Republic of India. Vendor shall provide all necessary
assistance required by Reliance for obtaining the Applicable Permits for such
initial importation of the Products into the Republic of India.  For the avoidance of doubt, Vendor shall be
solely responsible for:


(a)           obtaining
all Applicable Permits necessary for the export of the Products to the Republic
of India and shall bear and pay all taxes duties and levies as applicable; and


(b)           obtaining
and complying with the terms and conditions of all Applicable Permits necessary
for the import into the Republic of India and re-export of all tools and
equipment utilised by Vendor for fulfilling its obligations under the
Documents.


Prior
to the commencement of any Work and/or other activities by the Vendor or any of
its Subcontractors in connection with or pursuant to the Documents, the Vendor
shall furnish Reliance with evidence that such Applicable Permits have been
obtained and are in full force and effect to the extent that Applicable Permits
are necessary for the commencement or undertaking of such activities, and from
time to time thereafter the Vendor, upon the reasonable request of Reliance,
shall provide such further evidence as Reliance deems reasonably necessary.


3.12.3         Reliance
agrees to reasonably assist, so long as such assistance does not involve  incurring of any costs or expenses by
Reliance, the Vendor in obtaining and maintaining (a) Applicable Permits for
importation or re-exportation of the Products and (b) entry or work permits,
visas or authorizations required for personnel engaged by the Vendor to perform
Work under the Documents.


 


36

















 


3.13        Liens and Other Encumbrances.


3.13.1         The
Vendor covenants and agrees to:


(a)           protect
and keep free any Products and all sites or facilities on or in which the
Vendor is prosecuting any portion of the Work and any and all interests and
estates therein, and all improvements and materials now or hereafter placed
thereon under the terms of the Documents, from any and all claims, liens,
charges, security interests, levies, rights of third parties or encumbrances
(“Liens”) arising from or related to provision of the Products or the
performance of the Work by or for the Vendor or any Subcontractor;


(b)           give
notice of this Section 3.13 to each Subcontractor before such
Subcontractor furnishes any labor or materials for any Market; and


(c)           make
any and all filings requested by Reliance (and at Reliance’s expense) and
related to the Products or the Work in order that Reliance may take advantage
of the relevant local lien waiver procedures with respect to Liens of any
Subcontractor.


3.13.2         If
any Lien is filed by any Subcontractor, then the Vendor shall cause such Lien
to be satisfied or otherwise discharged within [***].  If any such Lien is filed or otherwise imposed, and the Vendor
does not cause such Lien to be released and discharged forthwith, Reliance has
the right, but not the obligation, to pay all sums necessary to obtain such
release and discharge or otherwise cause the Lien to be removed to Reliance’s
satisfaction from funds retained from any payment then due or thereafter to
become due to the Vendor. Reliance shall notify the Vendor prior to making such
payment.


3.13.3         Reliance
reserves the right to post, or place within any Market, notices of
non-responsibility or to do any other act required by Applicable Law in order
to exempt Reliance and the Broadband Access Reliance Network from any liability
to third parties by reason of any work or improvements to be performed or
furnished hereunder; provided,  that failure by Reliance to do so will
not release or discharge the Vendor from any of its obligations hereunder.


Nothing in the above provision shall be
construed as a waiver of Vendor’s statutory rights relating to Liens.


 


3.14        Vendor To Inform Itself Fully; Waiver of Defense.


3.14.1         The
Vendor shall be deemed to have notice of and to have fully examined and
approved the Documents, and all regulations and other information in relation
to the Documents and/or any amendments, modifications or supplements thereto at
any time on or after the Effective Date and to have fully examined, understood
and satisfied itself as to all relevant information 


 


37

















 




of which the Vendor is aware or should have been aware and that is relevant as
to the risks, contingencies and other circumstances that could affect the
Documents and in particular the delivery, commissioning and/or optimization of
any Product.  [***]


3.14.2         [***]


Provided
always that, in respect of the foregoing provisions of this Section 3.14.2,
Vendor shall be entitled to rely on, and Reliance shall take responsibility
for, any traffic forecasts, subscriber uptake and data of a similar nature.


3.15        Reliance’s Right to Suspend Work.


3.15.1         Reliance
may (i) at any time and upon [***] prior written notice to the Vendor, order
the Vendor, in writing, to suspend any part of the Work (including any Purchase
Orders) for such reasonable period of time as Reliance may reasonably determine
to be appropriate for its convenience, and/or (ii) delay shipment of Products
with at least [***] written notice prior to the shipment of the Products.  If any suspension or delay of Work under (i)
or (ii) above continues for a period exceeding (a) [***] then Reliance shall be
liable to pay Vendor reasonable actual costs directly attributable to the
expatriate personnel deployed for any such suspended Services portion of the
Work; or (b) [***] then Reliance shall be liable to pay Vendor reasonable
actual costs directly attributable to the Indian personnel deployed for any
such suspended Services portion of the Work, provided that, the Vendor
demonstrates to the reasonable satisfaction of Reliance that it was unable to
re-deploy its personnel despite best efforts and such costs are not otherwise
paid or payable to Vendor under the Documents. If any suspension of the Work
continues for a period of more than [***] Reliance shall pay Vendor actual out
of pocket cash storage costs for Equipment directly affected by such suspension
from the scheduled shipment date. Reliance shall have the right to audit the
accuracy of such costs in accordance with the procedure set out in Section
12.11. Further, in the event such suspension of the Work extends beyond a
period of [***] Parties shall discuss a mutually acceptable manner for
mitigating such suspension of the Work and Vendor shall be entitled to invoice
Reliance and be paid for the value of the Work so suspended.  Any request by the Vendor for a change in
the Specifications caused by Reliance’s suspension of the Work pursuant to this
Section 3.15 shall be subject to the review and reasonable acceptance of
Reliance.  No modification to the
Specifications shall be made to the extent that performance is, was or would
have been suspended, delayed or interrupted for any other cause due to the
Vendor’s fault or if the suspension had no effect on agreed upon performance
deadlines set forth in the Documents.


The above provision shall not affect Vendor’s right to invoice
Equipment delivered under Section 5.3 and Section 5.4 of the Broadband Access
Equipment Contract and invoice Software delivered under Section 7.3 and Section
7.4 of the Broadband Access Software Contract.


 


 


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3.15.2         Notwithstanding
anything to the contrary contained in the Documents, Reliance shall be entitled
to suspend the operations or performance of any Purchase Order (including
delivery) after [***] notice in writing to Vendor if in the reasonable opinion
of Reliance, the Vendor materially fails to perform its obligations in accordance
with the Documents.  Upon receipt of
such notice and within [***] of such receipt, at the request of Vendor the
matters described in the notice shall be referred to the higher management of
the Vendor and Reliance for resolution and the Vendor shall forthwith remedy
the non-performance in accordance with the decision of the higher management of
the Parties, all in further period of [***] from the date of such
reference.  If in Reliance’s reasonable
discretion, the Vendor has failed to remedy such non-performance, Reliance
shall be entitled to place purchase orders for similar items from any other
vendors [***].  Rights under this
Section 3.15.2 shall be in addition to all other rights and remedies available
to Reliance under the Documents.


3.16        Forward
Price Assurance.


[***]


 


3.17        Third Party Contracts.


3.17.1         Vendor shall be responsible for
managing all Reliance designated “Third Party Contracts” as identified to
Vendor from time to time and entered into for the benefit of Reliance, the
Reliance Affiliates and certain Users to the extent described in a
Contract.  Vendor shall be responsible
with respect to products and service provided under the Third Party Contracts,
for: (i) overall program management including, without limitation, the
administration and maintenance of such Third Party Contracts (including
verifying, advising, reporting and conforming to compatibility requirements of
the Products and Services); and (ii) managing the successful integration of all
Products supplied by the Vendor with all other products forming a part of the
Broadband Access Reliance Network and other obligations as set forth in the
Specifications and (iii) managing the compliance with and performance of all
operational, administrative and contractual obligations specified in such Third
Party Contracts, including nondisclosure obligations but excluding the payment
obligations of the parties to such Third Party Contracts.


Provided that Vendor has
fully complied with and satisfied its obligations as set forth in Section
3.17.1 above, Vendor shall not be responsible for delay or non-performance of
products and/or services furnished pursuant to Third Party Contracts, however
the Parties shall work together to maximize the benefits obtainable with
respect to performance and timeliness under the relevant Third Party Contracts.


 


39

















 


Vendor shall be responsible
for all interface and Interoperability of products and software furnished under
Third Party Contracts to the extent set forth in the Specifications. With
respect to Expansions, the Vendor’s only obligations shall be to ensure
Backwards Compatibility and provide such other Work as Reliance and the Vendor
may agree. With respect to all third party services purchased by Vendor for Reliance
or any User on a cost-reimbursement or Pass-Through Expense basis, Vendor shall
pass through to Reliance all price preferences, rebates, extras and other
benefits offered by the vendors of such products and services.


3.17.2         As requested by Reliance, Vendor and
Vendor Affiliates, shall certify (by their auditors) that they have not
received any commission or discount or any other consideration or incentive by
whatever name called, directly or indirectly, in any manner whatsoever from any
Third Party Provider in relation to the program, except those which have been
passed on to Reliance by Vendor and no such commissions, discounts,
considerations, compensation or incentives by whatever name called are due from
any such person to the Vendor.


3.18        Network Integration


Vendor shall assume complete
responsibility for the successful integration of all Products supplied by the
Vendor with all other products forming part of the Initial Broadband Access
Reliance Network as set forth in the Documents, within the Timetables and time
schedules set forth in the Specifications.


 


3.19        Not used


3.20        Sales to Competitors


[***]


3.21        Insurance.


The Vendor shall maintain
insurance in accordance with the provisions set forth in Schedule 2 for
Products and Services forming part of the Initial Broadband Access Reliance
Network, together with any additional insurances required by Applicable Laws or
as agreed by the Parties. Unless otherwise expressly stipulated in the
Documents, all such insurance shall be arranged and maintained by the Vendor
and the cost and terms of insurance to be approved by Reliance in advance.
Reliance shall reimburse Vendor the cost of the marine cum erection insurance,
including domestic storage and transportation.


 


40

















 


SECTION 4.         SITES, SOFTWARE AND EQUIPMENT


4.1  Sites.


Reliance shall provide
Vendor with the use of and access to certain Sites (or equivalent space) as
specified in Documents.  Vendor shall be
responsible for providing information to Reliance with respect to each Site
regarding weight, dimensioning, and space, utility and environmental
requirements relating to the Products to be located at such Site.  Reliance shall review the Sites and respond
to Vendor regarding the readiness of the Sites with respect to the foregoing
information provided by the Vendor. Vendor shall be responsible for inspecting
and evaluating the foregoing responses from Reliance or the Sites to determine
the suitability of the Sites for the performance of the Work for the Initial
Broadband Access Reliance Network. 
Vendor shall respond to Reliance regarding Vendor’s recommendations as a
result of Vendor’s foregoing inspection and evaluation.  Reliance shall make such corrections to the
Sites as are reasonably recommended by the Vendor for suitability of the Work
up to the agreed relevant Specifications. [***]  Vendor shall not make any changes, modifications or alterations
to any Site without the prior written consent of Reliance.


4.2  Software and Equipment.


4.2.1           Vendor shall be responsible for: (a)
the evaluation, procurement, testing, installation, rollout, support and
maintenance of Software associated with the provision of the Products and
Services (including Updates, Upgrades, new versions or new releases of such
Software as described in Section 0, below); and (b) the compliance with
and performance of all operational, administrative and contractual obligations
specified in such applicable licenses and contracts, including nondisclosure
obligations.  Vendor shall be responsible
for the evaluation, procurement, testing, installation, rollout, use, support,
management, administration, operation and maintenance of all Equipment required
for the performance of the Work in accordance with the Documents (including all
Updates, Upgrades or modifications). 
Except to the extent expressly set forth in the Documents, Vendor shall
be responsible for providing all furniture, fixtures, Equipment, space and
other facilities required to perform the Work and all upgrades, improvements,
replacements and additions to such furniture, fixtures, Equipment, space and
facilities without additional charge to Reliance.


4.2.2           Vendor represents and warrants that
(i) each Revision Level shall be Backwards Compatible, and (ii) all Point
Releases and other bug-fixes shall be Backwards Compatible with all of the last
[***] consecutive Revision Levels prior to the current Revision Level.  In the event that any Product supplied by
the Vendor at any time does not provide Backwards Compatibility as required by
this Section 4.2.2, then the Vendor shall provide, without charge to
Reliance, any and all necessary Updates and Upgrades (and otherwise take such
steps as may be necessary) to achieve Backwards Compatibility. [***].


 


41

















 


4.3  Updates and Upgrades.


4.3.1           Subject to Section 4.3.2 below, the
Vendor will make available to Reliance, at such times as they become generally
available to Other Customers, all Updates and Upgrades for any Products that
Reliance has purchased pursuant to the terms of the Documents.  The Vendor shall give Reliance no less than
[***] prior written notice of the introduction of any Upgrade.  [***] the Vendor shall provide Reliance with
a forecast of future Updates and Upgrades then currently being developed by
Vendor or any Vendor Affiliate.  The
Vendor shall at all times take all reasonable measures to ensure that Updates
and Upgrades will not introduce or release any Malicious Code or Disabling Code
into any part of the Broadband Access Reliance Network.


4.3.2           Software and firmware (software
embedded in equipment) Updates and Software and firmware Upgrades shall be
provided and appropriately installed by Vendor as specified in Annexure1A to
the Specifications (Technical Support Services) and the Documents for a period
of [***] from the date of Acceptance of the Software or firmware to which such
Update or Upgrade relates. With respect to any Software or firmware Update or
Update forming part of a Combined Release, Reliance [***] of any additional
hardware that may be required to support such Update. Additionally, Reliance
shall [***] without losing the benefit of the Update.


4.3.3           In the event that any Update or
Upgrade supplied by the Vendor has the effect of preventing the Broadband
Access Reliance Network or any part thereof from satisfying, or performing in
accordance with the Specifications or otherwise adversely affects the
functionality or features of the Broadband Access Reliance Network or any part
thereof, then the Vendor shall promptly retrofit or take such other corrective
action (including the installation of any additional Products, at the Vendor’s
[***]) as may be necessary to assure that the Broadband Access Reliance Network
or any such affected part thereof, as modified to include each such Update or
Upgrade, shall satisfy and perform in accordance with the Specifications, and
restore all pre-existing functionality and features, in each case [***] to
Reliance. Failing this, the Vendor shall promptly and [***] to Reliance, remove
such Update and/or Upgrade from the Broadband Access Reliance Network,
restoring the Network to its pre-existing state, and refund to Reliance all
Charges paid for the same. Following such removal, Vendor shall perform all
necessary corrective actions in and upon such Updates and/or Upgrades and shall
re-test and re-deploy the same no later than [***] from the date of initial
introduction into the Broadband Access Reliance Network.


 


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SECTION 5.         PERFORMANCE
WARRANTY AND LIQUIDATED DAMAGES


 


5.1         
Special Provisions for Substantial Completion:


The
Parties agree that, notwithstanding the commencement of any services, in
addition to all other requirements with respect to Substantial Completion set
forth in the Documents, the following services and Features shall pass all
Acceptance Tests related to such services and Features for the Initial
Broadband Access Reliance Network and the Broadband Access Reliance Network, or
relevant portion thereof, to be eligible for Substantial Completion, as
specified in Acceptance Tests:


All
of the above services and Features shall comply in all respect with the
Specifications.


5.2          Performance
Certification.


Provided
always that the Broadband Access Reliance Network is operated and maintained
(including all necessary repairs, replacements and other services as paid for
by Reliance pursuant to the Broadband Access Services Contract and Technical
Support Services) to the standard required under the relevant Documents, Vendor
warrants that the Work shall, at all times during the Product Warranty Period
and during the first [***] that the Technical Support Services is in effect
(provided, however, that if Reliance terminates the Technical Support Services
for cause prior to the expiration of such [***] period, then the Vendor’s
obligations under this Section shall nevertheless continue for the remaining
balance of such [***] period ), comply and perform in accordance with the
Specifications (the “Performance Warranty”). 
In the event of any breach of the Performance Warranty attributable to
the Work not being performed in accordance with the Documents during the
Product Warranty Period, or because of Vendor’s failure to comply with its
obligations under the Broadband Access Services Contract and Technical Support
Services(an “Attributable Breach”), Vendor shall provide, at no cost to
Reliance, all Products, Features, Services and other items of Work necessary
such that the Broadband Access Reliance Network complies and performs in
accordance with the Specifications.


5.3          Problem
Analysis.


If
Vendor fails to perform the Work in accordance with the Documents, including
the Specifications set forth herein, Vendor shall: (i) promptly investigate and
report on the causes of the problem; (ii) provide an appropriate Root Cause
Analysis of such failure as soon as practicable after such failure; (iii)
promptly initiate remedial action reasonably acceptable to Reliance to correct
the problem and to begin meeting the Specifications as soon as practicable;
(iv) advise Reliance, as and to the extent requested by Reliance, of the status
of remedial efforts being undertaken with respect to problems that may have a
material impact upon Reliance or the User; (v) advise Reliance, on a weekly
basis until correction, of the status of remedial efforts being undertaken with
respect to problems that would not have a material impact upon Reliance or any
User; and (vi) provide Reliance reasonable evidence that the causes of such
problem have been or will be corrected on a permanent basis.  Vendor shall use reasonable efforts and
diligence to complete the Root Cause Analysis within the time periods set forth
in the Specifications.  Provided however
that in the event that the warranty services with respect to Products and
Technical Support Services provided by the 


 


43

















 


Vendor
pursuant to the Documents stipulate better service levels than what is set
forth in this Section 5.3, Vendor shall provide such better levels of services.


5.4          Continuous
Improvement Reviews.


Vendor
acknowledges that the quality of the Work provided in certain Service areas may
be improved during the Term.  Vendor
shall use reasonable efforts to improve the quality of the Work provided in
such areas to meet or exceed the Specifications and shall do so [***] to
Reliance.


5.5          Satisfaction
Surveys.


During
the first [***] following the Commencement Date and at [***] intervals
thereafter, at Reliance’s sole option, Reliance, its designee and/or
independent third parties shall conduct the satisfaction surveys in accordance
with the survey protocols and procedures specified in the Procedures
Manual.  If the results of any
satisfaction survey indicate that the level of satisfaction with Vendor’s
performance is less than the target level specified in the Documents, Vendor
shall promptly during the period of support and maintenance provided by the
Vendor: (a) perform a Root Cause Analysis of the management or user
dissatisfaction and report to Reliance the results of such Root Cause Analysis;
(b) develop an action plan to address and improve the level of satisfaction;
(c) present such plan to Reliance for its review, comment and approval; and (d)
take action in accordance with the approved plan and as necessary to improve
the level of satisfaction.  Reliance and
Vendor shall establish a schedule for completion of the Root Cause Analysis and
the preparation and approval of the action plan that shall be reasonable and
commensurate with the severity and materiality of the problem; provided, that
the time for completion of such tasks shall not exceed [***] from the date such
user survey results are finalized and reported.  Following implementation of such action plan, if and to the
extent deemed appropriate by Reliance, its designee and/or independent third
parties will conduct follow-up surveys with the affected Users and management
to confirm that the cause of any dissatisfaction has been addressed and that
the level of satisfaction has improved.


5.6          Performance
Failure.


If
Vendor fails to remedy an Attributable Breach, Reliance may, in addition to its
other remedies at law and in equity, including those provided in the Documents,
terminate all or any portion of the Contract in accordance with the provisions
of Section 23.


5.7          Liquidated
Damages.


5.7.1           The Parties agree that damages for delay are difficult to
calculate accurately and not reasonably determinable at the time of execution
of the Documents and therefore agree that liquidated damages (“Liquidated
Damages”) shall be paid as set forth in this Section.  The Parties agree that Liquidated Damages are intended to
compensate Reliance for the delayed or late performance by the Vendor and are
not a penalty.


(a)           In the event that delivery of Products or separately
identified parts thereof are delayed past the date for delivery thereof set
forth in the 


 


44

















 




respective Purchase Orders covering such Products or parts thereof, which delay
shall not include delays caused by (i) an event of Force Majeure with respect
to delivery affecting the Vendor, (ii) Reliance’s failure to satisfy its
obligations relating to delivery as set forth in the Documents or to provide
the Vendor access to the Network to allow the Vendor to complete Acceptance
Testing (including appropriate Network downtime to accommodate Acceptance
Testing), (iii) delays solely attributable to air carriers that have been
appointed by Reliance, or (iv) failure by a Third Party Provider (other than a
Subcontractor) to perform its obligations with respect to delivery (provided
that Vendor has not contributed to such failure by such Third Party Provider or
failed to comply with Vendor’s program management responsibilities which
contributed to such failure), then Liquidated Damages shall accrue at the rate
of [***]  The value of the Products or
parts thereof so delayed shall be equal to the Net Prices of such Products or
parts thereof so delayed multiplied by the respective quantities of such
Products or parts thereof so delayed. 
[***]  The foregoing
notwithstanding, in the event that such delivery delay of Products or
separately identified parts thereof results in a delay in the commissioning or
Acceptance of the Broadband Access Reliance Network or any part thereof, then
the Liquidated Damages determined under this paragraph (a) shall be the greater
of (i) the Liquidated Damages determined as described above, or (ii) Liquidated
Damages accrued as described above but [***]


(b)           In the event that Substantial Completion of any portion of
the Initial Broadband Access Reliance Network is delayed beyond the date set
for Substantial Completion of such portion of the Initial Broadband Access
Reliance Network specified in the Documents, which delay shall not include
delays caused by (i) an event of Force Majeure with respect to such portion of
the Initial Broadband Access Reliance Network affecting Vendor, (ii) Reliance’s
failure to satisfy its obligations relating to Substantial Completion of such
portion of the Initial Broadband Access Reliance Network set forth in the
Documents, (iii) delays solely attributable to air carriers that have been
appointed by Reliance or (iv) failure by a Third Party Provider (other than a
Subcontractor) to perform its obligations with respect to such portion of the
Initial Broadband Access Reliance Network (provided that Vendor has not
contributed to such failure by such Third Party Provider or failed to comply
with Vendor’s program management responsibilities which contributed to such
failure), then Liquidated Damages shall accrue at the rate of [***].  The value of all Purchase Orders relating to
such portion of the Initial Broadband Access Reliance Network shall be equal to
the Net Prices of all Products and Services covered by all Purchase Orders that
relate to such portion of the Initial Broadband Access Reliance Network,
multiplied by the respective quantities of such Products and Services relating
to such portion of the Initial Broadband Access Reliance Network.  [***]


 


45

















 


(c)           In the event that Substantial Completion of Products
forming part of Expansions is delayed beyond the date set for such Substantial
Completion due to Defects and Deficiencies attributable to the Vendor (other
than delay in delivery) and Vendor fails to rectify such Defects or
Deficiencies in accordance with the time periods set forth in Annexure 1A to
the Specifications (Technical Support Services), then Liquidated Damages shall
accrue at the rate of [***]. The Liquidated Damages shall be calculated for the
period commencing on the date on which such Products failed to achieve
Substantial Completion and ending on the date on which the Products achieve
Substantial Completion. [***]


(d)           Liquidated Damages payable to Reliance hereunder shall, at
Reliance’s option, be payable by way of offset against outstanding payment
obligations of Reliance to Vendor or any assignee or Affiliate of Vendor or by
credits against future purchases of Products and Services by Reliance from
Vendor or any assignee or Affiliate of Vendor.


(e)           The Parties may agree that Liquidated Damages may be
waived in the event that Reliance requests Vendor to deliver Products or
achieve Acceptance of the Broadband Access Reliance Network or any part thereof
on an expedited basis.  Any such
agreement to waive Liquidated Damages must be in writing signed by both Parties
at the time the Purchase Order relating to such Products or Link is given to
Vendor.


5.7.2           In the event Vendor fails to make available for the
Broadband Access Reliance Network each service, Feature and Function set forth
on Schedule 6 to these General Terms on or before the respective date set forth
on Schedule 6 for such availability, then the Vendor shall pay Liquidated
Damages to Reliance in the respective amount set forth on Schedule 6 relating
to such service, Feature or Function. 
Liquidated Damages payable to Reliance hereunder shall, at Reliance’s
option, be payable by way of offset against outstanding payment obligations of
Reliance to Vendor or any assignee or Affiliate of Vendor or credits against
future purchases of Products and Services from Vendor or any assignee or
Affiliate of Vendor.


SECTION 6.         PROJECT PERSONNEL


6.1          Key
Personnel.


Certain
Key Personnel critical to the success of the Work are designated in a schedule
to these General Terms provided that for Expansions Key Personnel shall be
identified only in the event that Reliance issued a Task Order for Services to
Vendor. Vendor will implement and maintain a program designed to retain Key
Personnel on the Reliance account for the prescribed period.


 


46

















 


6.2          Approval
of Key Personnel.


Before
assigning an individual to act as one of the Key Personnel, Vendor shall notify
Reliance of the proposed assignment and provide a reasonable opportunity for
Reliance or its designee representatives to interview the individual, including
a resume and such other information about the individual as may be reasonably
requested by Reliance.  If Reliance in
good faith objects to the proposed assignment, the Parties shall attempt to
resolve Reliance’s concerns on a mutually agreeable basis.  If the Parties have not been able to resolve
Reliance’s concerns within [***] Vendor shall not assign the individual to that
position and shall propose to Reliance the assignment of another individual of
suitable ability and qualifications. 
Reliance may from time to time change the positions designated as Key
Personnel under these General Terms with Vendor’s approval, which shall not be
unreasonably withheld.


6.3          Continuity
of Key Personnel.


Vendor
shall cause each of the Key Personnel to devote full time and effort, for the
period specified in the applicable Documents, to the performance of the Work
under the applicable Documents.  Vendor
shall not transfer, reassign or remove any of the Key Personnel (except as a
result of voluntary resignation, involuntary termination for cause, illness,
disability, or death) during the specified period without Reliance’s prior
approval.  In addition, even after the
period specified (except as a result of voluntary resignation, involuntary
termination, illness, disability, or death), Vendor shall transfer, reassign or
remove one of its Key Personnel only after: (i) giving Reliance at least [***]
prior written notice; (ii) obtaining Reliance’s written approval of a suitable
replacement or position elimination; and (iii) assuring Reliance that such
action will not have an adverse impact on Vendor’s performance of its obligations
under the Documents.


6.4          Vendor
Program Manager.


At
Reliance’s request, Vendor shall designate a “Vendor Program Manager” for
Reliance with respect to the Work performed pursuant to each Contract.  The Vendor Program Manager shall: (i) be one
of the Key Personnel; (ii) be a full time at-will employee of Vendor; (iii)
devote his or her full time and effort to managing the Work for a minimum
period of [***] after the date of Acceptance of the Initial Broadband Access
Reliance Network (except as a result of voluntary resignation, involuntary
termination, illness, disability, or death); (iv) serve as the single point of
accountability for the Work; and (v) have day-to-day authority for ensuring
customer satisfaction and attainment of all Specifications.


6.5          Vendor
Personnel Are Not Reliance, Reliance Affiliate or User Employees.


Vendor,
not Reliance nor any Reliance Affiliate or User, has the right, power,
authority and duty to supervise and direct the activities of the Vendor
Personnel and to compensate such Vendor Personnel for any work performed by
them on Reliance’s behalf pursuant to the Documents.


 


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6.6          Replacement,
Qualifications, and Retention of Vendor Personnel.


6.6.1           Vendor shall assign sufficient Vendor Personnel to perform
the Work in accordance with the Documents and such Vendor Personnel shall
possess suitable competence, ability and qualifications and shall be properly
skilled for the Work they are to perform.


6.6.2           In the event that Reliance determines that the continued
assignment of any Vendor Personnel in accordance with the Documents (including
Key Personnel) is not in the best interests of Reliance or User, Reliance shall
give Vendor prior written notice to that effect requesting that such Vendor
Personnel be replaced; provided, that Vendor shall not effect any such
replacement in violation of Applicable Laws. 
Vendor shall promptly replace such Vendor Personnel with an individual
of suitable skills.  Nothing in this
provision shall operate to limit Vendor’s responsibility for the acts or
omissions of the Vendor Personnel.


6.6.3           In addition to, and not in limitation of any rights
Reliance possesses under Section 6, if Reliance determines that a
Vendor-provided employee, agent or Subcontractor is not providing satisfactory
service, Reliance shall advise the Vendor and may require the Vendor to remove
that employee/agent or Subcontractor. 
Reliance shall only pay for work actually satisfactorily performed by
the removed employee/agent or Subcontractor prior to Reliance’s notice for
removal and not for transportation or per diem costs associated with replacing
the employee/agent or Subcontractor.


6.6.4           The Vendor shall require its employees, agents and
Subcontractors (to the extent applicable) to comply with the terms and
conditions of the Documents.


6.7          Reliance
Approval of Vendor Personnel


If
Charges for any Services are payable on a per diem or a time and materials
basis, Reliance shall have a reasonable opportunity to review and approve all
Vendor Personnel involved in the applicable Purchase Order.


6.8          Union
Contracts and Applicable Laws.


Vendor
shall provide Reliance not less than [***] notice of the expiration of any
collective bargaining agreement with unionized Vendor Personnel if the expiration
of such agreement or any resulting labor dispute could potentially interfere
with or disrupt the business or operations of Reliance or a User, or impact
Reliance’s ability to timely perform its duties and obligations under the
Documents.


 


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SECTION 7.         VENDOR’S RESPONSIBILITIES


7.1          Committees
and Meetings.


7.1.1           Joint Operating Committee.


Reliance and Vendor shall establish a Joint
Operating Committee, consisting of three appropriate representatives of each
Party with authority to make commitments and take appropriate actions.  The purpose of the Joint Operating Committee
is to discuss Reliance’s business requirements, the Work and ways to better
align the Work to serve these business requirements and to discuss payments due
and outstanding to the Vendor. 
Additionally, the Joint Operating Committee will review the status of
the Documents, the performance of the Parties thereunder and the status and
resolution of disputes between the Parties. 
The Joint Operating Committee will also provide a forum for discussions
regarding Reliance’s current and anticipated needs, the direction of technology
changes and Vendor’s performance and anticipated requirements.


7.1.2           Meetings.


During the Term, representatives of the
Parties shall meet periodically to discuss matters arising under the
Documents.  Such meetings shall include
the following:


(a)           a periodic meeting at least monthly of the Joint Operating
Committee to review performance and monthly reports, planned or anticipated
activities and changes that might adversely affect performance, outstanding
invoices and such other matters as appropriate;


(b)           a quarterly management meeting to review the monthly
reports for the quarter, review Vendor’s overall performance under the
Contract, review progress on the resolution of issues, provide a strategic
outlook for Reliance’s information systems requirements, and discuss such other
matters as appropriate;


(c)           an annual meeting of senior management of both Parties to
review relevant contract and performance issues; and


(d)           such other meetings of Reliance and Vendor Personnel,
including senior management of Vendor, as Reliance or Vendor may reasonably
request.


7.1.3           Preparation for Meetings.


For each such meeting, upon Reliance’s
request, Vendor shall prepare and distribute an agenda, which will incorporate
the topics suggested by Reliance. 
Vendor shall distribute such agenda in advance of each meeting so that
the meeting participants may prepare for the meeting.  In addition, upon Reliance’s request, Vendor shall record and
promptly distribute to applicable Reliance personnel and Vendor Personnel
minutes for every meeting.


 


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7.1.4           Notice of Meetings.


Vendor shall notify the Reliance Program
Manager in advance of scheduled meetings with Users (other than meetings
pertaining to the provision of specific Services on a day-to-day basis) and
shall invite the Reliance Program Manager to attend such meetings or to
designate a representative to do so.


7.2          Documentation
and Records.


The
Vendor shall furnish all drawings, specifications, specific design data,
preliminary arrangements and drawings arising from or related to the Work or as
otherwise required for the Vendor to perform its responsibilities under the
Documents. Such materials shall be in sufficient detail to indicate that the
Work to be supplied and performed under the Documents complies with the
Specifications and the other requirements set forth herein. Vendor will
maintain and provide all of the documentation and records produced in
connection with the implementation of the Work and the Documents and any other
documents that may be required by Reliance to (a) meet and comply with any
Applicable Laws, (b) minimize the cost of the program, and (c) arrange
financing, insurance or improved operational flexibility for Reliance.  The Vendor shall be responsible for any loss
arising out of or relating to the negligent act or omission of the Vendor, its
employees, agents or Subcontractors in failing to maintain proper records and
documentation for Reliance’s property. 
The Vendor shall reimburse Reliance for any such loss of Reliance’s
property at the replacement cost applicable thereto.


7.3          Reports.


Vendor
shall provide to Reliance the reports required in the applicable Contract in
the format and at the frequencies provided therein (the “Specified
Reports”).  From time to time, Reliance
may request and Vendor shall prepare and deliver any additional reports that
Reliance may identify to be generated by Vendor on an ad hoc basis (the “Ad Hoc
Reports”).  The Specified Reports and
the Ad Hoc Reports shall be collectively referred to as the “Reports”.  All Specified Reports shall be provided to
Reliance as part of the Work [***]. The Procedures Manual shall indicate the
number and nature of the Ad Hoc Reports that shall be provided to Reliance as
part of the Work at no additional charge (the “Ad Hoc Reporting Baseline”). If
Reliance requests a number or nature of Ad Hoc Reports that exceeds the Ad Hoc
Reporting Baseline (“Additional Reports”), Vendor shall prepare and deliver
such Additional Reports promptly, but shall be permitted to charge Reliance
[***].  If no Ad Hoc Reporting Baseline
is specified in a Contract, the Parties shall assume that the Ad Hoc Reporting
Baseline is equal to the number and nature of reporting that one reasonably
trained and experienced person could produce using reasonable efforts and
diligence.  As part of the Work, Vendor
shall provide Reliance with such information available to Vendor as may be
reasonably requested by Reliance in order to verify the accuracy of the Reports
provided by Vendor.  Vendor shall
promptly correct any errors or inaccuracies in or with respect to the Reports
or other deliverables caused by Vendor or Vendor Personnel.


7.4          Meetings.


During
the term of each Contract, representatives of the Parties shall meet
periodically or as reasonably requested by either Party to discuss matters
arising under such Contract.  Such 


 


50

















 


meetings
may include a periodic meeting to review performance and any reports, planned
or anticipated activities and changes that might adversely affect or improve
performance, and such other matters as appropriate, review progress on the
resolution of issues, provide a strategic outlook for User’s information
systems requirements, and discuss such other matters as appropriate.


7.5          Quality
Assurance.


Vendor
shall develop and implement quality assurance processes and procedures to
ensure that the Work is performed in an accurate and timely manner, in
accordance with the Documents and best practices of the information technology
and telecommunications industry and in compliance with the laws applicable to
Reliance and Users.  Such procedures
shall include verification, checkpoint reviews, testing, acceptance, and other
procedures for Reliance to assure the quality and timeliness of Vendor’s
performance.  Vendor shall submit such
processes and procedures to Reliance for its review and comment within [***]
following the Effective Date of each Contract, and a final draft at least [***]
prior to the Commencement Date of each Contract.  If the Parties do not agree upon a specific quality assurance
modification requested by Reliance, the Parties shall promptly meet and work
diligently to resolve the disagreement. 
Such processes and procedures shall be included in the Procedures
Manual.  Nothing herein shall require
Vendor to disclose confidential Proprietary Information regarding its processes
and procedures that do not directly affect Reliance or any User.  No failure or inability of the quality
assurance procedures to disclose any errors or problems with the Work, however,
shall excuse Vendor’s failure to comply with the Specifications and other terms
of the Documents.


7.6          Architecture,
Standards and Information Technology and Telecommunications Planning.


As
requested by Reliance, Vendor shall provide Reliance with reasonable assistance
in defining information technology and telecommunication architectures and
standards relating to the Work on an ongoing basis and in preparing long-term
strategic information technology and telecommunication plans and short-term
implementation plans on an annual basis.


7.7          Time,
Date and Location Processing Compliance.


7.7.1           Vendor covenants, and shall take all steps necessary to
ensure, that the advent of any time, time zone, multiple locations, date or
year shall not adversely affect Vendor’s performance of the Work.  Vendor further covenants, and shall take all
steps necessary to ensure, that the Broadband Access Reliance Network and the
Work shall: (a) have the ability to process time, time zone, multiple locations
and date information before, during and after any time, time zone, multiple
locations, date or year change, including accepting time and date input,
providing time and date output and performing calculations on times and dates
or portions of times and dates; (b) respond to two (2) digit year date input in
a way that resolves the ambiguity as to date or year in a disclosed, defined
and predetermined manner; (c) store and provide output of time, time zone,
multiple locations and date information in ways that are unambiguous as to
times, time zones, dates or 


 


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years; and (d) properly exchange date and time data with software, equipment
and systems with which it shall interact and Interoperate (collectively, “Date
Processing Compliance”).


7.7.2           Vendor shall obtain warranties of Date Processing Compliance
from each third party vendor from whom Vendor procures new third party
Equipment or Software to be operated, maintained, supported or used by Vendor,
Reliance or User under the Documents. 
Vendor shall not procure any such Equipment or Software not having such
warranties of Date Processing Compliance without Reliance’s prior approval.


7.8          Access
to Specialized Vendor Skills and Resources.


Upon
Reliance’s reasonable request, Vendor shall promptly provide Reliance with
access to Vendor’s specialized technical services, personnel and resources (the
“Specialized Services”) at least equal to that provided by Vendor to any of its
other customers.  The Parties
acknowledge that the provision of such Specialized Services may, in some cases,
constitute New Services for which Vendor is entitled to additional
compensation, but in no event shall Vendor be entitled to any additional
compensation for New Services under this Section 7.8 unless agreed to in
writing by Reliance.


7.9          Standby
Letter of Credit.


7.9.1           Vendor shall at least [***] prior to the time that Vendor
invoices Reliance with respect to the Acceptance of the Products or Services
under a Purchase  Order, provide a  standby 
letter of  credit (“Performance
Security”) for performance of the  Work
and  the  warranty obligations applicable to the Products or Services
covered  under such Purchase Order.  Such Performance Security shall be in an
amount equal to [***] of the total Purchase Order value and shall be valid for
a period of [***] from and after the date of the Acceptance of all Products or
Services covered under such Purchase Order (the “Initial Term”). Vendor shall
renew such Performance Security for a further period of [***] (the “Extension
Term”) on the same terms and conditions.


7.9.2           During the Initial Term, Reliance shall be entitled to
draw upon the Performance Security, at any time after the occurrence of any one
or more of the following events:


(a)           Any Products and Services fail to materially comply and
perform in accordance with the Specifications;


(b)           Vendor fails to materially perform its obligations with
respect to Section 5.2;


(c)           Any material breach by the Vendor of any of its covenants
or obligations set forth in Section 3.16, Section 4.2.2, Section 14.2, Section
19.1 or Section 20.1;


(d)           Any breach by the Vendor of any of its covenants or
obligations set forth in Section 3.20 or Section 12.7; and/or


 


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(e)           Vendor fails to materially perform its obligations set
forth in the Documents with respect to the Test Bed Laboratory;


provided, that in each case Reliance shall
give Vendor [***] written notice of Reliance’s intent to draw upon the
Performance Security, during which time the Vendor shall be allowed to cure the
breach, failure or default specified in such notice and any dispute between
Vendor and Reliance with respect to such performance failure has not been
resolved through the procedures set forth in Section 22.2(ii) except that the
period to resolve such dispute as set forth in such Section 22.2(ii) was
extended to thirty (30) days.


7.9.3           During the Extension Term, Reliance shall be entitled to
draw upon the Performance Security at any time after the occurrence of the
following event:


(a)           Any Products and Technical Support Services fail to
materially comply and perform in accordance with the Specifications (excluding
Vendor’s obligations in respect of providing Vendor Personnel for Program
Management under Annexure 1A of the Specifications);


provided, that Reliance shall give Vendor [***]
written notice of Reliance’s intent to draw upon the Performance Security,
during which time the Vendor shall be allowed to cure the breach, failure or
default specified in such notice (but only if such breach, failure or default
is capable of being cured within such time) and any dispute between Vendor and
Reliance with respect to such performance failure has not been resolved through
the procedures set forth in Section 22.2(ii) except that the period to resolve
such dispute as set forth in such Section 22.2(ii) was extended to [***].


7.9.4           The Performance Security shall be issued in the forms
attached as Schedule 5A and 5B hereto and by a bank acceptable to
Reliance.  Vendor shall vary the value
of the Performance Security as necessary and called for by the issuing bank to
include all Purchase Order changes made pursuant to the Documents including,
but not limited to, increase or decrease in scope, value, and schedule
acceleration or deceleration.


7.9.5           Vendor shall obtain such Performance Security and shall
replace, renew or extend such Performance Security for one additional [***]
period (with effect from the expiration of the immediately prior [***] period)
in order that such Performance Security remains effective and valid at all
times until the expiration of [***] after the date of Acceptance of the Work
covered under such Performance Security. Vendor shall deliver evidence of such
replacement, renewal or extension to Reliance at least [***] prior to the
expiration of the then-current term.  In
the event that Reliance does not receive such renewed or extended Performance
Security at least [***] prior to the expiration of the then-current term, then
Reliance may encash, present for collection or otherwise realize upon the
entire amount of such existing Performance Security at any time prior to the
expiration of the then-current term of such Performance Security, and Vendor
hereby consents to such encashment, 


 


53

















 




presentation for collection or other realization. In the event that Reliance
actually receives any amounts as a result of any such encashment, presentation
for collection or other realization, Reliance shall hold such amounts as a
substitute for the Performance Security so encashed, presented for collection
or otherwise realized, and such amounts shall be subject to the same terms and
conditions regarding release of Performance Security set forth in this
Section.  In the event that the Vendor
subsequently provides Reliance with additional Performance Security of at least
equal value with the Performance Security so encashed, presented for collection
or otherwise realized, then Reliance shall pay over to the Vendor the foregoing
amounts received by Reliance, less all bank charges related to the holding or
paying over of such amounts to the Vendor.


7.9.6           Upon Vendor’s performance of all obligations, the
Performance Security will be released to Vendor after it has been ascertained
that Reliance has no claims against Vendor.


7.9.7           In the event that the terms of payment under the Purchase
Order and applicable Documents allow for the payment of any amount to Reliance,
Reliance shall be permitted to draw such amount from the Performance Security
if such amount is not paid within [***] of it becoming due by the Vendor to
Reliance.


7.10        Planning.


Vendor
shall assist Reliance in preparing, on an annual basis, a network design,
architecture and engineering plan to address Reliance business and technology
requirements relating to the Products and Services provided by Vendor (the
“Broadband Access Reliance Network Plan”). 
The Broadband Access Reliance Network Plan shall incorporate both a
five-year plan and an annual implementation plan, as set forth below. The
Vendor shall, [***] provide the equivalent of up to one person to support such
planning.


7.10.1         Five-Year Plan.


The Broadband Access Reliance Network Plan
shall include a comprehensive assessment and strategic analysis of the
Broadband Access Reliance Network, systems, products and services for the next
five years, including an assessment of the appropriate direction for such
Broadband Access Reliance Network, systems and services in light of Reliance’s
business priorities, strategies and competitive market forces (to the extent
such business information is provided by Reliance to Vendor).  The five-year plan shall include the
specific identification of proposed software and hardware strategies and
directions, cost projections, cost/benefit analyses of proposed changes,
descriptions of the types of personnel skills and abilities needed to respond
to recommended changes or upgrades in technology, general plans and projected
time schedules for developing and achieving recommended elements, and
recommendations of network and other technology platforms supporting service
level requirements, exploiting industry trends or offering potential
price/performance improvement opportunities.


7.10.2         Annual Implementation Plan.


 


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As necessary to support the overall
objectives and directions of the five-year plan, the annual implementation plan
shall provide specific guidance as to the network and other technology services
requirements, projects, and plans for the upcoming year, including details on
operations, maintenance backlog and development activities.  The annual implementation plan shall include
a summary review of Vendor’s performance of the Work in the year then
concluding, and shall make updates and revisions of the long-term plan as
appropriate if the Term is extended.  An
annual implementation plan shall be prepared for each year of the Term.


7.10.3         Project Planning.


Reliance shall develop a project plan for the
drafting of the Broadband Access Reliance Network Plan that (i) identifies the
key Reliance personnel whose input is required for completion of the Broadband
Access Reliance Network Plan and (ii) sets forth a proposed interview schedule
for such personnel.  Vendor shall adhere
to the project plan, and shall notify Reliance of any delay or inability to
complete any phase or portion thereof. Vendor shall recommend modifications to
the Broadband Access Reliance Network Plan as it deems appropriate.


7.10.4         Implementation.


As requested by Reliance, Vendor shall modify
the Work to conform to the Broadband Access Reliance Network Plan.


7.11        Disaster
Recovery.


Vendor
shall, on or before [***] propose to Reliance a disaster recovery plan for
Broadband Access Reliance Network. Reliance may, pursuant to rejection and/or
modification (in its sole discretion) of any portion of such Vendor proposed
disaster recovery plan, accept such disaster recovery plan. Vendor shall ensure
that its network management facility’s disaster recovery procedures are
compatible with such Reliance accepted disaster recovery plan.


SECTION 8.         RELIANCE
RESPONSIBILITIES


8.1          Responsibilities.


In
addition to Reliance’s responsibilities as expressly set forth elsewhere in the
Documents, Reliance shall be responsible for the following:


8.1.1           Reliance shall, at its sole discretion, designate, prior
to commencement of the Services by Vendor, a “Reliance Program Manager,” who
shall have the authority to act on behalf of Reliance in all day-to-day matters
pertaining to the Documents and any Contract hereunder.  Reliance may change the designated Reliance
Program Manager from time to time by providing notice to Vendor.  Additionally, Reliance will have the option,
but will not be obligated, to designate additional representatives who will be
authorized to make certain decisions (e.g.,
regarding emergency maintenance) if the Reliance Program Manager is not
available.


 


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8.1.2           Reliance shall cooperate with Vendor by, among other
things, making management decisions and providing information, approvals and
acceptances, as reasonably requested by Vendor, so that Vendor may accomplish
its obligations and responsibilities hereunder.


SECTION 9.         AFFILIATES


9.1          Affiliates.


9.1.1           During the Term, Reliance will have the right, but not the
obligation, to require the Vendor to fulfill (and the Vendor will so fulfill)
signed Purchase Orders for Products and/or Services received from any Affiliate
designated by Reliance pursuant to and in accordance with the same prices and
the same terms and conditions as set forth in the Documents, provided that such
Products and Services shall be solely for Network deployment in the Republic of
India.


9.1.2           The Reliance Affiliate placing a Purchase Order shall be
primarily liable to Vendor for payment of all amounts due thereunder in
accordance with the Documents. Reliance shall provide reasonable financial
information relating to such Reliance Affiliate. In the event the Parties
cannot reach agreement regarding such details, Reliance shall issue a comfort
letter to the Vendor pursuant to which Reliance will agree to take all steps
necessary to ensure that such Reliance Affiliate makes all payments due to the
Vendor in accordance with the terms of the Documents.


9.2          Affiliate
Rights and Obligations.


9.2.1           Notwithstanding anything contained herein to the contrary,
Reliance Affiliates will not be deemed third party beneficiaries to these
General Terms.  Only Reliance may
designate a Person as a Reliance Affiliate in accordance with the terms of this
Section 9 and (except with respect to specific Reliance Affiliate Purchase
Orders made by a Reliance Affiliate pursuant to and in accordance with the
terms of this Section 9) only Reliance has the right and/or the ability to
enforce any rights hereunder against the Vendor.  Only the Reliance Affiliate issuing a specific Purchase Order for
the supply of Products and/or Services under the Documents will incur an
obligation or liability to the Vendor for any claim that may arise from or
relate to that Purchase Order.  [***].


9.2.2           For purposes of any such Reliance Affiliate Purchase
Order, the term “Reliance” as used herein shall be deemed to mean any such
Reliance Affiliate ordering hereunder, subject solely to the terms of this
Section 9.


 


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SECTION 10.       SUBCONTRACTORS


10.1        Subcontractors.


10.1.1         Performance of the Documents may not be
delegated, subcontracted or assigned, in whole or in part, by the Vendor
without the prior written consent of Reliance. 
To attain Reliance’s consent, the Vendor shall provide Reliance with the
following a) with respect to all Subcontractors engaged exclusively to perform
Work for Reliance, Vendor shall submit to Reliance the general terms upon which
it proposes to contract with such Subcontractors, together with their names and
relevant details; Reliance will review the same expeditiously (taking into
account the alternative sources available and program schedule) and will not
unreasonably withhold, condition or delay its consent to the same; Reliance’s
approval/consent shall not however affect the Vendor’s responsibility under the
Documents.  Reliance shall be provided
with unpriced copies of such executed agreements; and/or b) with respect to the
Subcontractors who are directly working on the Broadband Access Reliance
Network, the Vendor shall submit the general terms upon which it proposes to
contract with such Subcontractors and/or c) with respect to the other
Subcontractors, the Vendor shall submit Vendor’s subcontracting plan at no
extra cost (specifying the details of major Subcontractors; the work, and the
level of criticality of such work to be performed by the Subcontractors, the
alternative sources/parties available for such providing such work) and the
details of the agreement between the Vendor and such Subcontractor (describing
guarantees of continued supply, protection against delays in project
implementation and cost increases).  In
the event that Reliance is of the opinion, based on the subcontracting plan
provided and other program related information available, that any
Subcontractor is critical to the implementation of the program (for example,
where there is only one party providing such subcontracting services), the
Parties shall mutually agree on certain preventive measures to ensure that such
Subcontractor does not cause any delay in implementation of, or cost increases
in, the program.  Pursuant to the terms
set forth above, the Vendor will select Subcontractors in connection with the
performance of the Work such that all Products and Services provided by any such
Subcontractors meet the Specifications and all other requirements set forth in
the Documents.


10.1.2         Regardless of whether or not the Vendor
obtains approval from Reliance of a Subcontractor or whether the Vendor uses a
Subcontractor recommended by Reliance, use by the Vendor of a Subcontractor
will not, under any circumstances: (a) give rise to any claim by the Vendor
against Reliance if such Subcontractor breaches its subcontract or contract
with the Vendor; (b) give rise to any claim by such Subcontractor against
Reliance; (c) create any contractual obligation by Reliance to the
Subcontractor; (d) give rise to a waiver by Reliance of its rights to reject
any Defects or Deficiencies or Defective Work; or (e) in any way release the
Vendor from being solely responsible to Reliance for the Work to be performed
under the Documents.


 


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10.1.3         The Vendor agrees that Reliance may
revoke consent of any Subcontractor that violates any terms or conditions of
the Documents.  Reliance has the right
at any time to require removal of a Subcontractor and/or any of a
Subcontractor’s personnel from Work upon reasonable grounds and reasonable
prior written notice to the Vendor.  The
exercise of such right by Reliance will have no effect on the provisions of
Sections 10.1 and 10.2.


10.2        Vendor’s
Liability.


10.2.1         The Vendor is the general contractor
for the Work and remains responsible for all of its obligations under the
Documents, including the Work, regardless of whether a subcontract or supply
agreement is made or whether the Vendor relies upon any Subcontractor to any
extent.  [***].


10.2.2         The terms of the Documents shall in all
events be binding upon the Vendor regardless of and without regard to the
existence of any inconsistent terms in any agreement between the Vendor and any
Subcontractor whether or not and without regard to the fact that Reliance may
have directly and/or indirectly had notice of any such inconsistent term.


10.3        Assignability
of Subcontracts to Reliance.


To
the extent reasonably requested in writing by Reliance, the Vendor will
immediately assign to Reliance any subcontract between the Vendor and any
Subcontractor engaged specially to perform Work for Reliance, or who are
directly working on the Broadband Access Reliance Network.  The Vendor will ensure that each agreement
between the Vendor and a Subcontractor contains a provision stating that such
agreement permits assignment thereof without penalty to Reliance at the option
of Reliance and for the same price and under the same terms and conditions as
originally specified in such Subcontractor’s agreement with the Vendor and such
Subcontractor will continue its portion of the Work as may be requested by
Reliance.  Provided however, in the
event a Subcontractor, in spite of best efforts of the Vendor, refuses to agree
to the insertion of the said provision in the said agreement between the Vendor
and the Subcontractor, the Parties shall discuss, if necessary with the
Subcontractor, the means of resolution of such deviation. Furthermore, the
Vendor shall ensure that each material agreement between the Vendor and a
Subcontractor contains a provision stating that such agreement may be made
available in whole or in part to Reliance at its reasonable request without
causing the violation and/or breach of any such agreement.


10.4        Subcontractor
Insurance.


The
Vendor shall require all Subcontractors to obtain, maintain and keep in force
during the time they are engaged in providing Products and Services hereunder
adequate insurance coverage consistent with Section 3.19 and Schedule 2
(provided, that the maintenance of any such Subcontractor insurance will not
relieve the Vendor of its other obligations pursuant to Section 3.19 and
Schedule 2).  The Vendor will, upon
Reliance’s request, furnish Reliance with evidence of such insurance in form
and substance reasonably satisfactory to Reliance.  To the extent requested by Reliance all such insurance will be
subject to Reliance’s reasonable approval. 
All Subcontractors shall be of bondable financial condition.


 


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10.5        Vendor
Warranties.


The
warranties of the Vendor set forth in the Documents will be deemed to apply to
all Work performed by any Subcontractor as though the Vendor had itself
performed such Work, and the Parties agree that Subcontractor warranties will
not be enforceable merely on a “pass-through” basis.  Reliance may, but shall not be obligated to, enforce such warranties
of any Subcontractor to the extent that Reliance determines that the Vendor is
not paying and/or performing its warranties; provided, that any such election
by Reliance will not relieve the Vendor from any obligations or liability with
respect to any such warranty.


10.6        Payment
of Subcontractors.


The
Vendor shall make all payments to all Subcontractors, unless otherwise
specified in the Documents, (except in the case of legitimate disputes between
the Vendor and any such Subcontractor arising out of the agreement between the
Vendor and such Subcontractor) in accordance with the respective agreements
between the Vendor and its Subcontractors such that Subcontractors will not be
in a position to enforce liens and/or other rights against Reliance or any of
its Affiliates, any Market or any part thereof or Product therein. Vendor shall
provide, and shall obtain from all Subcontractors and deliver to Reliance,
waivers of all unpaid vendors, mechanics’ and materialmen’s liens under all
Applicable Laws.  Reliance reserves the
right, upon written intimation to Vendor, to make payments due hereunder
directly to suppliers of Vendor whenever Reliance has reason to believe Vendor
has not paid or is likely not to pay such suppliers amounts due them on a
timely basis, provided that Reliance shall give the Vendor notice prior to
making such payments.  In the event
Reliance makes such payments to Subcontractors, Vendor shall immediately
credit, secure or repay to Reliance, the amount of such payments.


SECTION 11.       TERM


The
term of these General Terms shall begin on the Effective Date and continue
either (a) for a period of ten (10) years or (b) until final termination of any
Contract entered into in accordance with these General Terms, whichever is
later (as such term may be renewed, extended or earlier terminated pursuant to
the terms hereof, the “Term”).  The term
of these General Terms and of each Contract shall begin and expire as set forth
hereunder and thereunder; provided, that upon the mutual agreement of the Parties
at least thirty (30) days prior to the expiration of the current term, each
Contract is subject to renewal for three (3) immediately consecutive one-year
periods on the same terms and conditions contained therein.


SECTION 12.       CHARGES


12.1        General.


In
full and complete consideration of Vendor’s performance of the Services and
provision of the Products, Reliance agrees to pay Vendor the Charges set forth
in the applicable Contract in accordance with the process set forth in such
Contract.  [Reliance shall only be
obligated to pay for Products and Services that comply with the Documents,
including applicable Specifications and the provisions set forth in the
relevant Contract.] Vendor shall correct, 


 


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[***]
any nonconforming Products or Services and any incorrect outputs, such as
reports, that are the responsibility of Vendor hereunder, and [***].


12.2        Volume/Trade Discount.


                [***]


12.3        Third Party
Fees.


Beginning
on the Commencement Date and to the extent expressly set forth in an Contract,
Vendor shall be responsible for: (i) all Subcontractor  fees and expenses necessary for the
performance of the Services and provision of the Products and other Work; and
(ii) the payment of any fees, penalties, charges, interest or other expenses
due and owing with respect to such Subcontractor.


12.4        Expenses.


Except
to the extent identified as an Expense in an applicable Purchase Order, and
approved by Reliance in accordance with the Documents, all expenses incurred by
the Vendor to provide any Deliverable shall be deemed included in the Net Price
for such Deliverable.


12.4.1         Expense Forecasts.


(a)           Prior to the issuance of any Purchase Order, Vendor shall
provide Reliance with a good-faith estimate, as required by Reliance from time
to time, of all Expenses to be incurred in connection with the Deliverables
requested in such Purchase Order, including volume and technical specifications
for Reliance to calculate freight, handling, warehouse charges and clearing and
forwarding charges, together with a brief description of the role of such
Expenses in Vendor’s provision of such Deliverables (with respect to such
Purchase Order, the “Expense Forecast”).


(b)           To the extent (i) the actual cost of any Pass-Through
Expenses or Retained Expenses exceeds the estimate for such Expense set forth
in the Expense Forecast by greater than [***] and (ii) such increase in cost is
not directly attributable to (A) a Force Majeure event or (B) the negligent or
willful acts of Reliance, then Vendor shall be liable for all Expenses in excess
of 120% (one hundred twenty percent) of the Expense Forecast and shall credit
or pay such amount to Reliance within [***].


12.4.2         Pass-Through Expenses.


(a)           Except to the extent expressly set forth herein, Vendor
shall be obligated to obtain the prior written approval of Reliance prior to
incurring any Pass-Through Expense described in this Section 12.4.2, and Vendor
shall be responsible for any unapproved Pass-Through Expenses it incurs.


 


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(b)           Vendor shall pay all Pass-Through Expenses directly to the
applicable third party contractors. 
Before paying an invoice for any Pass-Through Expense, Vendor shall
review the invoiced charges and shall give Reliance a reasonable opportunity to
review the invoice and any supporting information or documentation requested by
Reliance.  Vendor will provide the
original third-party invoice to Reliance, together with a statement that Vendor
has reviewed and validated the invoiced charges, at least [***] prior to the
date on which payment is due if reasonably possible.  Vendor will highlight any charges that appear to be inappropriate
and reconcile all bills with applicable Subcontractors.  To the extent Vendor fails to comply with
its obligations hereunder, it shall be financially responsible for any late
fees, interest charges or other Losses, costs or expenses incurred by
Reliance.  Reliance shall reimburse
Vendor for all Pass-Through Expenses, provided that Reliance shall only be
responsible for actual costs incurred by Vendor, with no mark-up, profit,
overhead or administrative expense.


12.4.3         Retained Expenses.


With respect to any Deliverable, all items
constituting Retained Expenses are as set forth in the relevant Documents.  With respect to any Deliverable, Reliance
shall have no responsibility for Retained Expenses arising from or related to
the provision of such Deliverable except to the extent such Retained Expenses
are expressly set forth in such Document. 
Reliance shall arrange, manage and pay all Retained Expenses directly to
the applicable third party contractor. 
Notwithstanding anything to the contrary, in the event Reliance fails to
arrange for any equipment, materials, supplies, or other services constituting
a Retained Expense within the timeframe set forth in the Documents, absent the
fault or negligence of the Vendor, Vendor shall not suffer any penalty for
delay in the provision of the Deliverables to the extent such delay results
solely and directly from such failure.


12.4.4         Reliance Internal Expenses.


Notwithstanding anything herein to the
contrary, in no event shall the provision by Reliance of any personnel,
supplies, equipment, materials or services constituting Reliance Internal
Expenses be considered a contractual obligation of Reliance, unless such
provision is set forth in a mutually agreed Purchase Order. In addition, to the
extent the actual usage of any personnel, supplies, equipment, materials or
services to be provided by Reliance as Reliance Internal Expenses with respect
to any Deliverable exceeds the amount set forth in the Expense Forecast unless
Reliance exceeds the amount set forth in the Expense Forecast due to reasons
exclusively attributable to Reliance, Reliance in its sole discretion may
require Vendor to arrange alternate personnel, supplies, equipment, materials
or services in lieu of such excess to be provided by Reliance, provided, that
(i) any cost for such alternate arrangements shall be borne by Vendor and (ii)
Vendor shall not be entitled to any delay in the provision of such Deliverable.
Vendor’s sole remedy with respect to the failure of Reliance to provide any
such personnel, supplies, equipment, materials or services shall be a permitted
delay in the provision of the Deliverable to which such personnel, 


 


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supplies, equipment, materials or services
applied to permit Vendor to develop a revised Expense Forecast reflecting such
personnel, supplies, equipment, materials or services as a Pass-Through
Expense.  Vendor’s preparation of such
revised Expense Forecast and Reliance’s acceptance or rejection shall be
governed by Section 12.4.1 above, and the deadlines set forth in that Section
shall be measured from the date of such failure by Reliance.


12.4.5         Cost Management.


Vendor will continually seek to identify
methods for reducing and minimizing Expenses and will notify Reliance of such
methods and the estimated potential savings of each such method.  If Vendor proposes an innovative, value-added,
cost-saving solution related to the Deliverables that improves Reliance’s cost
savings beyond the level required by Vendor’s responsibility to manage costs,
and if Reliance, in its sole discretion, elects to implement the proposed
solution, then Reliance may elect to share with Vendor a portion of the net
cost savings realized therefrom.


12.4.6         Incidental Expenses.


Vendor acknowledges that, except as otherwise
expressly provided in the Documents, expenses that Vendor incurs in performing
the Work are included in the Charges. 
Accordingly, such Vendor expenses are not separately reimbursable by
Reliance unless Reliance has agreed in advance and in writing to reimburse
Vendor for the expense.


12.4.7         Travel Expense Policy.


All travel expenses incurred by or for Vendor
and payable by Reliance shall be subject to the Business Travel Process set
forth in Schedule 3.


12.4.8         Refunds and Credits.


If Vendor should receive a refund, credit,
price preference or other rebate for goods or services paid or payable by
Reliance on a Pass-Through Expense, Retained Expense, cost-plus or
cost-reimbursement basis, then Vendor shall (i) notify Reliance of such refund,
credit, price preference or rebate and (ii) pay the full amount of such refund,
credit, price preference or rebate to Reliance within [***].


12.5        Proration.


Periodic
Charges under the Documents are to be computed on a calendar month basis, and
shall be prorated for any partial month on a calendar day basis.  Any day based rate shall be prorated to
hours, based on a ten (10) hour per day basis. 
Notwithstanding anything to the contrary, no additional payment shall be
made on overtime or additional hours of work done, unless otherwise agreed by
the Parties.


 


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12.6        Reliance
Benchmarking Reviews.


12.6.1         From time to time Reliance may engage
the services of an internationally recognised independent third party (a
“Benchmarker”) to compare the quality of the Deliverables against the quality
of well-managed contractors providing similar deliverables to determine whether
Reliance is obtaining levels of service that are best-in-class in terms of
service levels, given the nature, volume and type of Deliverables provided by
Vendor hereunder (“Benchmarking”).  The
Benchmarker shall be selected by Reliance, and the cost of all services
provided by the Benchmarker will be borne by Reliance.


12.6.2         Any Benchmarker engaged by Reliance
shall agree in writing to be bound by the confidentiality and security
provisions specified in these General Terms. 
Vendor shall cooperate fully with Reliance and the Benchmarker and shall
provide reasonable access to the Benchmarker during such effort at Vendor’s
cost and expense to permit Benchmarker to perform the Benchmarking.


12.6.3         The Benchmarking process shall consider
the service levels from comparable transactions in global markets.  To the extent that service levels are
affected by discrepancies in infrastructure, the parties will use good faith
efforts to develop a reasonable adjustment to the Benchmarking results to
accommodate such discrepancies.  If the
Benchmarker determines that the Specifications set forth in the Documents or
otherwise are less favorable to Reliance than Best-in-Class Performance
standards, the Specifications under the Documents or otherwise shall be prospectively
revised to Best-in-Class Performance standards in accordance with the
Procedures Manual. In the event that the changes required to be made in the
Specifications result in the development of a substantially improved Product
either in terms of functions or features or both, then the price for such
Product shall be agreed under the terms of the Documents.


12.7        Annual Price Improvement.


                [***]


12.8        Rate Review.


12.8.1         At Reliance’s request, the Parties will
regularly review the competitiveness of the Charges for any and all Products
and Services in light of technological and marketplace developments (in each
case, a “Rate Review”).  Reliance may
initiate a Rate Review for a Contract Year any time after [***] prior to the
beginning of such Contract Year by providing Vendor with written notice.  For the purposes of this Section, “Contract
Year” shall mean  each successive period
of twelve (12) consecutive months, with the first Contract Year commencing on
the Effective Date and ending on the first anniversary of the Effective Date.
At these meetings the Parties, acting in good faith, will seek to determine by
mutual agreement whether (and, if so, what) changes to the Charges are
appropriate by virtue of such developments, in order to preserve for each Party
the expected benefit of, and the intent of the Parties 


 


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with respect to, the Charges for such Work. 
In connection with each Rate Review, the Parties will cooperate in good
faith to assess the competitiveness of the Charges.  Such cooperation will include providing each other with pricing
and other relevant information to which they have access (subject to each
Party’s non-disclosure and other obligations to third parties), undertaking
reasonable analyses of such information and negotiating agreeable adjustments
to the Charges.


12.8.2         If the Parties agree that adjustments
to the Charges are appropriate, Vendor will take, or will cause its Affiliates
or Subcontractors providing affected Service(s) to take, all appropriate
actions to implement such adjustments to provide Reliance with the economic
benefit of any reduction in Charges effective no later than [***] following the
initiation of a Rate Review.


12.9        Anti-Backsliding.


                [***]


12.10      Extraordinary
Events


If
an Extraordinary Event occurs, Reliance may, at its option, request a reduction
in the unit charges specified in the pricing schedule to the Documents in
accordance with the following:


(a)           Vendor and Reliance shall mutually determine on a reasonable
basis the resulting efficiencies and economies and/or the resources no longer
required by Vendor to perform the Work (the “Targeted Resource
Reductions”).  Vendor shall identify in
writing to Reliance the cost reduction to Reliance in connection with the
Targeted Resource Reductions (the “Targeted Cost Reductions”).


(b)           Immediately upon determination of the Targeted Resource
Reductions, Vendor shall proceed to eliminate the Targeted Resource Reductions
as quickly as feasible and in accordance with the agreed upon schedule.


(c)           As the Targeted Resource Reductions are eliminated, the
Charges provided on the pricing schedule to the Documents shall be reduced by
the full amount of the corresponding Targeted Cost Reductions applicable to the
Targeted Resource Reductions as such Targeted Cost Reductions are so
eliminated, and any affected resource baselines shall be equitably adjusted, as
appropriate.


(d)           In no event may an Extraordinary Event result in the
Charges to Reliance being higher than such Charges would have been if the
additional resource charges and resource reduction credits specified in the
pricing schedule to the Documents (and as such terms are defined therein) had
been applied. Reliance may, at its sole option, elect at any time to forego its
rights under this Section 12.10 and instead, apply such additional resource
credits and resource reduction credits to adjust the Charges.


 


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12.11      Audit Rights.


12.11.1       Financial Audits.


Vendor shall provide to Vendor’s independent
auditors (the “Auditors”) access at reasonable hours to Vendor personnel and to
Vendor’s records and other pertinent information, all to the extent relevant to
the performance of Vendor’s financial obligations under the Documents.  Such access shall be provided for the
purpose of performing audits and inspections to: verify the accuracy and
completeness of calculations related Pass-Through Expenses, pecuniary claims
from either Party and other actual costs, including but not limited to, costs
and expenses reimbursable under Section 3.15 and invoiceable under the
Documents.  The audit fees incurred
shall be on Reliance’s account.


12.11.2       Overcharges.


If any such audit reveals an Overcharge by
the Vendor, Vendor shall promptly refund the amount of Overcharge (together
with all additional amounts paid or incurred by Reliance for excess taxes,
levies, duties and fees relating to such Overcharge) by Product credits against
future purchases of Products and Services from the Vendor or any assignee or
Affiliate of Vendor, or if Reliance does not issue any Purchase Orders within
[***] from the date of determination of such Overcharge, then Vendor shall
refund such Overcharge within [***] of the date of determination of such
Overcharge.


12.11.3       Review of Audits.


Reliance and Vendor shall meet to review each
audit report promptly after the issuance thereof.  Vendor will respond to each audit report in writing within twenty
(20) days from receipt of such report, unless a shorter time is specified in a
report by any external auditor. 
Reliance and Vendor shall develop and agree upon an action plan to
promptly address and resolve any deficiencies, concerns and/or recommendations
in such audit report and Vendor, at its own expense, shall undertake remedial
action in accordance with such action plan.


12.11.4       Frequency of Audits.


Audits shall be limited to [***] per Contract
Year.


12.11.5       Vendor Response to Government Audits.


If an audit by a governmental body or
regulatory authority having jurisdiction over Vendor or Reliance results in a
finding that Vendor is not in compliance with any generally accepted accounting
principle or other audit requirement or any rule, regulation or law relating to
the performance of its obligations under these General Terms, Vendor shall, at
its own expense and within the time period specified by such auditor, address
and resolve any deficiency identified by such governmental body or regulatory
authority.


 


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12.11.6       Audit Costs.


Except as otherwise provided herein, Vendor
Personnel shall provide all supporting services to the Auditors [***] to
Reliance.


12.12      Asset
Register


Vendor
shall, [***] maintain and provide Reliance with such sales values and other
charges invoiced to Reliance, in a form and a level of detail described in the
applicable Contracts, as will allow Reliance to allocate the cost of Products
and Services to Reliance customers and cost centers to produce an asset
register required  by Reliance.


12.13      Price Reduction.


The
pricing set forth in each Contract shall be reduced by all amounts saved as a
result of engineering, technical, scope, performance and other changes
suggested by Reliance that are incorporated into the Specifications by the
Vendor; provided, that the Vendor reasonably believes that such changes shall
not make it impossible or impracticable or commercially unviable for it to
comply with any of its obligations under such Contract.  Any such reduction in price pursuant to the
preceding sentence shall be agreed upon promptly by Reliance and the
Vendor.  Failure of the Parties to
mutually agree to such price reductions within [***] from the date Reliance
delivered written notice to the Vendor of the need for such price reduction due
to incorporated engineering changes shall result in the automatic reference of
such matter to dispute resolution in accordance with Section 22.


12.14      Reliance
Policies and Procedures


The
operation of the Documents shall be governed by the following procedures that
are appended hereto as Schedule 3:


(a)           Business Travel Process


(b)           Time Reporting/Invoicing Process


(c)           PAF & Roster Process


SECTION 13.       INVOICING
AND PAYMENT


13.1        General


13.1.1         In the event that the total value of
the Products or Services under a Purchase Order [***].


13.1.2         All payments shall be payable by local
cheque in favour of the Vendor or directly to a non-Indian Affiliate of the
Vendor, [***] if applicable.


13.1.3         Vendor shall comply with all applicable
import/export requirements.  Vendor
represents, warrants, and covenants that, with respect to all Equipment and 


 


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Software sold or offered for sale in the relevant Documents for importation
into the [***], the Net Prices for the same shall be the total cost [***].


13.1.4         The Net Prices for all Software
(excluding Vendor Internal Use Tools) shall include [***] all pre-importation
activities (FCA basis). The Net Prices [***].


13.2        Invoicing.


13.2.1         Reliance will have the right to require
separate invoicing by legal entity, by country and by contract / Purchase
Order, in such form and manner and containing such details as to comply with
the legal and other requirements in India. The Parties shall work together to
optimise  the overall commercial cost
arising from or related to the Work


13.2.2         Vendor shall submit its Invoice(s) and
supporting documents as follows:


1 original and 1 copy to


[***]


All Invoices pursuant to the Documents shall
be supported by :


(a)           With respect to Products, supporting documents and a
certificate in a form specified by Reliance certifying the timely achievement
of the milestones for such Products (including without limitation,  the airway bill Reliance shall be required
to pay amounts due under the invoice forty five days from the date of delivery
of the Products to Reliance’s designated 
warehouse provided that if the Products are not delivered to Reliance’s
warehouse within [***] from the date in the cargo arrival notice evidencing the
arrival of the Products in India, then Reliance shall be required to pay Vendor
[***] from the expiry of such [***] period, or Substantial Completion and
Acceptance) signed by Vendor and Reliance’s authorized representatives.


(b)           With respect to installation, testing and commissioning
Services, supporting documents and a certificate in a form specified by
Reliance certifying the timely achievement of the milestones in accordance with
the Documents, signed by Vendor and Reliance’s authorized representatives.


(c)           With respect to program management Services and other
Services that are payable on a per diem basis, original weekly time sheets,
and/or other supporting documents in a form specified by Reliance, certifying
the timely achievement of the milestones in accordance with the Documents, duly
signed by Vendor and Reliance’s authorized representatives.  Vendor shall submit the timesheets on a
[***] to Reliance for review and approval. Reliance shall either 


 


67

















 




request additional supporting information or approve all of the correct
timesheets for a calendar month within [***] from the end of the month to which
such timesheets relate.


(d)           With respect to training Services, original daily time
sheets, and/or other supporting documents in a form specified by Reliance,
giving proof of free training days given in accordance with Documents, duly
signed by Vendor and Reliance’s authorized representatives.


(e)           With respect to expenses that are reimbursable, all
original receipts in a form acceptable to Reliance therefor shall be submitted
along with the relevant Invoices, on a monthly basis.


13.3        Credits.


To
the extent a credit may be due to Reliance pursuant to the Documents, Vendor
shall provide, or at Reliance’s option cause any assignee of Vendor to provide,
an appropriate credit to Reliance against amounts then due and owing in any
manner reasonably specified by Reliance; if no further payments are due to
Vendor or any assignee of Vendor, Vendor shall pay such amounts to Reliance
within [***].


13.4        Payment Due.


Except
as otherwise provided in the Documents and subject to the other provisions in
the Documents, each Invoice shall be payable no later than [***] after receipt
by Reliance of a true, accurate and complete Invoice in the form and manner
specified by the Documents, unless and to the extent the amount in question is
disputed.  If any portion of an amount
due to Vendor under the Documents is subject to a bona fide dispute between the
Parties, Reliance will pay to Vendor on the date such amount is due all amounts
not disputed in good faith by Reliance. Any undisputed amount due under the
Documents for which a time for payment is not otherwise specified shall also be
payable no later than [***] after receipt by Reliance of a true, accurate and
complete Invoice in the form and manner specified by the Documents. Undisputed
amounts that are not paid on or before [***] after the date such undisputed
amounts are payable are subject to a late payment charge at the rate of [***]
per annum, or part thereof , pro-rated on a daily basis (but not to exceed the
maximum lawful rate), from and after the day after the date such unpaid
undisputed amounts were payable until such amounts are paid.


13.5        Disputed
Charges.


13.5.1         Reliance shall pay undisputed Charges
when such payments are due; however, Reliance may withhold payment of Charges
that Reliance disputes in good faith. If Reliance in good faith disputes any
Charges under the Documents, Reliance shall notify Vendor of such disputed
amount and the basis for Reliance’s dispute prior to the date when such payment
is due.  Reliance will provide Vendor
with reasonably appropriate information supporting Reliance’s position.  Vendor will respond to Reliance’s
notification of disputed amounts within [***] of receipt of Reliance’s 


 


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notification.  If such Charges remain in
dispute, within [***] of Vendor’s response, representatives of Reliance and
Vendor shall meet to discuss the disputed Charges.


13.5.2         Neither the failure to dispute any
Charges or amounts remitted prior to payment nor the failure to withhold any
amount shall constitute, operate or be construed as a waiver of any right
Reliance may otherwise have to dispute any Charge or amount or recover any
amount previously paid.


13.6        Stale
Invoices.


If
Vendor fails to invoice Reliance for any amount within [***] after the month in
which the applicable Work is rendered or the expense incurred, Vendor shall
waive any right it may otherwise have to invoice for and collect such amount.
Provided however, that, in the event that during the foregoing [***] period,
Vendor notifies Reliance in writing that Vendor is unable to invoice Reliance
for Work during such [***] period for specific reasons to be explained, then
Vendor shall have an additional [***] in which to invoice Reliance for such
Work.  If Vendor fails to so invoice
Reliance during such second [***] period, then Vendor shall waive any right it
may otherwise have to invoice for and collect such amount.


SECTION 14.       ORDERING
AND DELIVERY


14.1        Forecasts
of Products and Services.


Subject
to the terms of the applicable Contract, on the Effective Date, and on the
first of each month thereafter and throughout the Term, Reliance may deliver to
the Vendor a forecast (“Forecast”) specifying its non-binding estimate of
Reliance’s expected customer base and traffic expectations on the Broadband
Access Reliance Network or any part thereof. 
The Vendor shall be responsible for providing sufficient capacity and
demand planning services so as to efficiently and effectively forecast
Reliance’s Product and Service requirements and by each type of Equipment,
Software and Services that Reliance and Reliance Affiliates should anticipate
purchasing during the Forecast Period. 
The Forecasts will be in a format mutually acceptable to the
Parties.  The Vendor’s forecasting and
demand planning Services shall be subject to specific Specifications set forth
in the Documents.Further, from [***] onwards, Vendor shall obtain from Reliance
[***] rolling non-binding forecasts for the supply of Products for the
following [***] and the [***] following the said [***] period. Reliance shall
issue Purchase Orders at least [***] prior to the complete delivery of the
shipment of the Products.


14.2        Ordering.


14.2.1         Each Purchase Order submitted to the
Vendor shall be solely for either Software or Equipment or Services, and no
combination thereof is permitted; provided, that the existence of firmware
within any Equipment shall not implicate the foregoing restriction. Reliance
shall have no obligation to submit any Purchase Order and/or to purchase any
Equipment, Software or Services from the Vendor except as otherwise set forth
in the Documents. All 


 


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Purchase Orders shall materially conform to the applicable Timetables.  Each Purchase Order, in combination with the
relevant Documents, shall contain sufficient information to enable the Vendor
to proceed with the execution of such Purchase Order.


14.2.2         Vendor shall be required to accept any
Purchase Order, other than any Purchase Order that contradicts or is not in
conformance with the terms of the Documents including Schedule 4 (Pro-forma
Purchase Order format) hereto.  In no
event shall Vendor reject a Purchase Order due to non-availability of Products
or Services.  In the event Vendor
rejects any Purchase Order in contravention of this Section, Reliance shall
have the right to acquire products and services similar to the Products and
Services subject to such rejected Purchase Order from Other Contractors at
Vendor’s risk and cost. Notwithstanding any provision to the contrary, the
remedies set forth in this subsection shall be in addition to any other
remedies available to Reliance under the Documents at law or in equity.


14.2.3         Subject to the terms of the applicable
Contract, Purchase Orders for Equipment and Software shall specify the quantity
of each type, model, release or version to be purchased, the date(s) upon which
such Deliverables are required to be shipped, the shipping method and the
location to which such Products should be shipped.


14.2.4         Each Purchase Order shall be submitted
to the Vendor at 1275 Harbor Bay Parkway, Alameda, California 94502, United
States of America (or any other location as designated to Reliance in writing
by the Vendor from time to time) and shall be acknowledged by the Vendor in
writing to the Reliance designated authorized representative within [***] of
receipt; provided, that the Vendor hereby agrees to accept any and all Purchase
Orders that materially conform to the scope, terms and conditions of the
Documents.  Failure of the Vendor to
acknowledge to Reliance in writing receipt of any Purchase Order shall be
deemed to render any such Purchase Order acknowledged and accepted.  In no way limiting the terms of Section
14.2.1, to the extent that the Vendor is actually aware that any Purchase Order
in any way contradicts or is not otherwise in conformance with the terms of the
Documents, the Vendor agrees to promptly notify Reliance of any such
contradiction or non-conformance as soon as possible upon becoming actually
aware of such contradiction or non-conformance so that Reliance shall have a
reasonable opportunity to correct or acknowledge any such contradiction or
non-conformance.


14.2.5         The Vendor shall cooperate with
Reliance, and/or any Person designated by Reliance for such purpose, to develop
processes and systems that shall maximize and optimize delivery logistics.  Metrics and targets shall be defined by the
Parties for stocking percentages, delivery times and total logistics costs that
satisfy Reliance business requirements and the provisions set forth in the
Documents.


 


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14.2.6         Unless the Parties otherwise expressly
agree in writing, each Purchase Order shall be deemed to incorporate by
reference all of the terms and conditions of these General Terms and the
applicable Documents.  The General Terms
and the applicable Documents shall continue to apply to all Purchase Orders
until all obligations herein and thereunder are fully performed.


14.3        Change
Orders.


14.3.1         If Reliance requests that Vendor
perform any New Services, or if Reliance requests a material modification to an
existing Purchase Order (each a “Change”) Reliance shall prepare and deliver to
Vendor a request that Vendor provide Reliance with a proposal to provide such a
Change. Vendor shall promptly prepare such proposal for such Change for
Reliance’s consideration. Vendor shall prepare such proposal at no additional charge
to Reliance and shall deliver to Reliance such proposal as soon as reasonably
practicable, but in no event later than [***] after its receipt of Reliance’s
request; provided, that Vendor shall use all commercially reasonable efforts to
respond more quickly in the case of a pressing business need or an emergency
situation. Such proposal shall include, among other things:


(a)           a detailed performance schedule and project plan for
providing the Change,


(b)           the price for the Change,


(c)           a detailed description of any additional service levels to
be associated with such services,


(d)           a description of the new hardware or software to be
provided in connection with the service, and


(e)           a compliance matrix which defines whether the Vendor’s
proposed solution is fully Interoperable and Backwards Compatible with the
Broadband Access Reliance Network, and if not fully Interoperable and Backwards
Compatible, a complete description of any failures in Interoperability or
Backwards Compatibility.


Reliance may accept, reject or modify any
such proposal in its sole discretion. 
Vendor shall not provide any Change prior to Reliance’s written
acceptance of Vendor’s proposal. Upon acceptance of Vendor’s proposal Reliance
shall issue an order to Vendor to provide such Change in accordance with the
accepted Vendor proposal (a “Change Order”). Such Change shall be subject to
the Forward Price Assurance provisions set forth in Section 3.16.


14.4        Delivery.


14.4.1         Reliance may request that the Vendor
provide more extensive logistical and distribution capabilities to Reliance,
which capabilities the Vendor shall use its best efforts to provide.  If the Vendor agrees to provide such
services,


 


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there may be, depending on the level and scope of such services, additional
charges to Reliance on a per unit basis. Any such additional logistical Charges
and distribution Services Charges shall be mutually agreed upon by the Parties;
provided, that Vendor shall procure best available rates for such additional
logistical charges and Reliance shall be deemed the Vendor’s most important and
preferred customer in India and shall further receive such services at actual
costs, on payment terms and subject to all other contract terms on terms no
less favorable to Reliance than those offered or available to any Other
Customer.


14.4.2         Upon request, Vendor agrees to provide
appropriate shipping invoices in such forms and manners reasonably requested by
Reliance to facilitate the importation of the Equipment and Software, based on
the Net Price for such items. 
Notwithstanding any provision to the contrary, Reliance shall have no
obligation to pay amounts based solely on the shipping invoice.  All payment obligations of Reliance shall be
solely on the invoicing and payment provisions set forth in the Documents.


14.4.3         Vendor agrees, on receipt of written
notice from Reliance, to delay delivery of any Product for up to [***], and at
the discretion of, Reliance.


14.4.4         If there is any overage, shortage or
defect in any Products, Vendor shall promptly correct such overage, shortage or
defect at its sole cost and expense, including the payment of any additional
fees, duties or taxes.


14.4.5         Notwithstanding anything aforesaid,
Vendor [***].


14.4.6         In determining delivery dates for
Products ordered under a Purchase Order (including without limitation for
purposes of the determination of Liquidated Damages for delay in delivery), the
time to manufacture such Equipment that is factored into such delivery dates
shall not exceed the standard manufacturing intervals for such Equipment set
forth in the Specifications.


14.5        Cancellation.


During
the Term, Reliance shall have the right, but not the obligation, at any time to
cancel, in whole or in part, any Purchase Order or Change Order made pursuant
to the terms of the Documents upon advance written notice to the Vendor.
Reliance may cancel delivery of Products at any time upon written notice to
Vendor at least [***] prior to the scheduled shipment date of the Products so
canceled [***]. In the event Reliance cancels delivery of Products at least
[***] but less than [***] prior to the scheduled shipment date of the Products
so canceled, Vendor may invoice Reliance for cancellation charges equal to
[***] of the Net Price of the Products so canceled. In the event Reliance
cancels delivery of Products at least [***] but less than [***] prior to the
scheduled shipment date of the Products so cancelled, Vendor may invoice
Reliance for cancellation 


 


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charges
equal to [***] of the Net Price of the Products so canceled.  In the event Reliance cancels delivery of
Products at least [***] prior to the scheduled shipment date of the Products so
cancelled, Vendor may invoice Reliance for cancellation charges equal to [***]
of the Net Price of the Products so cancelled. In the event Reliance cancels
delivery of Products less than [***] prior to the scheduled shipment date of
the Products so cancelled, Vendor may invoice Reliance for cancellation charges
equal to [***] of the Net Price of the Products so cancelled.  The foregoing notwithstanding, in the
aggregate, Reliance shall have the right to cancel delivery of Products with a
value not to exceed [***] of the value of such Purchase Orders at any time
prior to shipment of such Products without incurring any cancellation charges
or expenses from Vendor. The aggregate value of such canceled Products shall
not exceed [***] of the cumulative value of all issued Purchase Orders. The
payment of the charges described in this Section shall be Vendor’s sole remedy
and Reliance’s sole obligation for such canceled Purchase Order(s) or Change
Order(s) provided however that such cancellations shall not relieve Reliance of
the purchase commitments set forth in the Documents.


14.6        No
Payment in Event of Material Breach.


If
at any time the Vendor is in material breach of any Document and until and
unless such material breach is cured or waived by Reliance in accordance with
the terms set forth in the Documents, then notwithstanding any other provision
to the contrary contained herein, Reliance shall have no obligation to make any
payment with respect to all portions of the Work affected by such material
breach.


SECTION 15.       INTELLECTUAL
PROPERTY


15.1        License Grants.


15.1.1         Subject to the terms of this Section
15, upon delivery of Software, Vendor hereby grants to Reliance or its
Affiliates (and to third parties whom Reliance or its Affiliates have
contracted to operate the Broadband Access Reliance Network on their behalf
(and to the extent of the same)) upon payment of, or agreement to pay, the
relevant license fees by Reliance and/ or its Affiliates, a [***] license, to
use such Software for the benefit of Reliance in direct connection with the
ownership, operation maintenance and use of the Broadband Access Reliance
Network in the Territory and the provision of relevant services in the
Territory to Reliance’s customers.  The
Software shall be used in accordance with the relevant Documents.


15.1.2         For the avoidance of doubt, the
licenses referred to in Section 15.1.1 above are not intended to restrict the
provision by Reliance of telecommunications services between the Broadband
Access Reliance Network and customers outside the Territory via appropriate
gateways either through appropriate interconnect agreements that Reliance may
enter into with other operators or otherwise, provided always that, unless
otherwise agreed in writing, Reliance and its Affiliates shall not be permitted
to deploy or use the Software acting as a carrier outside the Territory.


15.1.3         The aforementioned licenses set forth
in Section 15.1.1 shall hereinafter be referred to as the “Software
Licenses”.  Such Software Licenses shall
not be 


 


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transferred, assigned, sublicensed by, or used by outsourcees of, Reliance
without Vendor’s consent except with respect to: (i) the sale of the Broadband
Access Reliance Network (or any relevant component thereof); (ii) the financing
of the Broadband Access Reliance Network (or any component thereof); or (iii)
the outsourcing by Reliance of any operating or maintenance functions related
to the Broadband Access Reliance Network; or (iv) the transfer, assignment or
sublicense by Reliance of the Software Licenses to a Reliance Affiliate (or
vice versa) or between Reliance Affiliates, in conjunction with a transfer of a
portion of the Broadband Access Reliance Network provided that in each such
case, such transferee, assignee, sublicensee or outsourcee agrees in writing to
abide by all the terms and conditions set forth in this Section 15 and the
Vendor is informed of the same in writing by Reliance and provided further that
the rights transferred, assigned sublicensed or granted to outsourcees, as the
case may be, shall be those reasonably necessary to fulfill the commercial
purposes of such transaction.


15.1.4         Except as otherwise expressly set forth
in the Documents and except for the purpose described in the relevant Purchase
Order, Reliance shall use such Software only for the operation of the Broadband
Access Reliance Network, or, in the case where the Software is purchased by or
on behalf of Reliance Affiliates, for the operations of such Reliance
Affiliates in the Broadband Access Reliance Network.  The Software Licenses grant Reliance or Reliance Affiliates no
right to, and Reliance or Reliance Affiliates will not, sublicense such
Software or modify, decompile, reverse engineer, or disassemble, or in any
other manner decode Software furnished as object code for any reason.  Reliance and Reliance Affiliates shall not
copy the Software, including firmware, except for the purposes of making a
limited number of archival copies (for backup use in operating and maintaining the
Broadband Access Reliance Network) in accordance with the Documentation and/ or
the relevant Contract, or as otherwise authorized in writing by the Vendor or
as otherwise set out in the relevant Documentation.  Except as provided below, no license is granted to Reliance to
use the Software outside of the Territory. 
For the avoidance of doubt, the changing by Reliance or Reliance
Affiliates of tables and values in the Software, modification by Reliance
and/or its Affiliates of the Software by using the tools provided in or with
the Software or any modification, in accordance with and pursuant to the
relevant Documentation, shall not constitute ‘modification’ of the Software,
provided always that Reliance may only change, amend or modify Software which
is designed for “customer access” and to be so modified.


15.1.5         In the event that Reliance or any
licensed Reliance Affiliates wishes to use the Software outside of the
Territory (or to transfer, assign or sublicense Software to its Affiliate(s) or
third party transferee, assignee or sublicensee, as applicable, located outside
the Territory), Vendor shall neither unreasonably withhold or delay its consent
to such use or transfer, assignment or sublicense nor (subject to the terms of
the relevant Purchase Order) have any right to claim any fees or payment of
monies from Reliance or its Affiliate, provided that the transferee, assignee
or sublicensee, as the case may be, enters into an 


 


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appropriate license agreement with the Vendor or an Affiliate of Vendor
carrying on business in the territory in which the Software is to be located,
on terms substantially similar to the license terms set forth in this Section
15 and such transfer, assignment or sublicense occurs in conjunction with the
transfer of the relevant portion of the Broadband Access Reliance Network to
such person, provided, however, that Reliance acknowledges and agrees that
support and maintenance obligations set forth herein are only applicable for
Software resident on products located within the Territory.  Support and maintenance Services offered by
Vendor or Vendor’s Affiliates differs in various territories, and may be
subject to the local practices maintained in such territories and shall be subject
to relevant mutually agreed fees. Notwithstanding the generality of the
foregoing, Reliance should be aware that Software may not be designed to
operate satisfactorily in countries outside the Territory and may not comply
with the regulations of another territory’s Regulatory Authorities.  Reliance shall, therefore, consult with
Vendor to address such non-compliance to the mutual satisfaction of the
Parties, prior to initiating any such transfer, assignment or sublicensing.


15.1.6         Reliance agrees that the Software,
whether or not modified, and all copies thereof made by Reliance, are owned by,
and are copyrights of, Vendor, its Subcontractors or its suppliers, as
appropriate, and Reliance shall:


(a)           ensure that all copies of the Software shall, upon any
reproduction by Reliance authorized by Vendor (where such authorization is
required under the Documents) and whether or not in the same form or format as
such Software, contain the same proprietary, confidentiality and copyright
notices or legends (if any) which appear on the Software provided pursuant
hereto; and


(b)           hold secret and not disclose the Software to any person,
except to: (i) such of its employees, contractors, agents representatives or
Reliance Affiliates that are involved in the operation, maintenance or
management of the Broadband Access Reliance Network and need to have access
thereto to fulfill their duties in such capacity, or (ii) other Persons who
need to use such Software to permit integration of Equipment with other
products and software of other suppliers and customers; provided that such
persons agree, or are otherwise obligated, to hold secret and not disclose the
Software to the same extent as if they were subject to the Documents, and
provided further that if any such Person is a competitor of Vendor, involved in
the manufacture of communications equipment Vendor must approve such use (such
approval not to be unreasonably withheld or delayed).


(c)           when and if Reliance determines that it no longer needs
the Software or if Reliance’s Software Licenses are cancelled or finally
terminated in accordance with and pursuant to the terms of this Section 15 of
these General Terms, return all copies (except for any required back-up or
archival copies) of such Software to Vendor or follow commercially reasonable
written disposition instructions provided by Vendor.  If 


 


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Vendor authorizes disposition by erasure or destruction, Reliance shall remove
from the medium on which Software resides all electronic evidence of the
Software, both in its original form and in all copies and derivations thereof,
in such manner that prevents subsequent recovery of such original or derived
Software.


15.1.7         If, as contemplated in Section 15.1.3,
Reliance or its Affiliate(s):


(i)            elects to transfer, assign or sublicense any Software in
conjunction with any portion of the Broadband Access Reliance Network to a
third party, and where such Software shall remain in place or be moved within
the Territory and used for substantially the same purpose as used by Reliance
and where such third party resides in the Territory and is approved by the
Vendor (which approval shall not be unreasonably withheld or delayed); or


(ii)           elects to transfer, assign or sublicense Software to a
Reliance Affiliate, in conjunction with any portion of the Broadband Access
Reliance Network,


then Reliance may so transfer, assign or
sublicense its Software Licenses for the Software furnished under the Documents
for use with such portion of the Broadband Access Reliance Network, without the
payment of any additional fees or monies to the Vendor. If, however, the
Software Licenses for the Software contains usage or per subscriber limits
and/or the processor to be used by transferee, assignee or sublicensee, as
applicable, requires additional memory or hard disk space to meet the
transferee’s, assignee’s or sublicensee’s new or different requirements, then,
unless otherwise agreed in writing, Reliance shall only transfer its existing
rights to the transferee and the transferee may be required to enter into an
appropriate agreement with the Vendor to cover requirements over and above the
rights which Reliance has already purchased and has transferred.  The following conditions shall apply to
transfers, assignments or sublicenses and relocations pursuant to this Section
15.1.7:


(a)           the right to use of such Software may be transferred,
assigned or sublicensed, only together with the right to use in the environment
under which it is generally utilised.


(b)           before any such Software is transferred, assigned or
sublicensed, Reliance shall notify Vendor of such transfer, assignment or
sublicense and the transferee, assignee or sublicensee, as applicable, shall
have agreed in writing (a copy of which shall be provided to Vendor) to keep
the Software in confidence and to corresponding conditions respecting
possession and use of Software as those imposed on Reliance under this Section
15; and


 


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(c)           the transferee, assignee or sublicensee, as applicable, shall
have the same right and obligations to Software warranty and Software
maintenance for such Software as the transferor, provided the transferee
continues to pay the fees, including recurring fees, if any, associated with
such Software warranty or maintenance pursuant to the relevant Documents.


15.1.8         Except as otherwise provided in this
Section 15 or in any of the Documents, Reliance, or any successor to Reliance’s
title in the relevant portion of the Broadband Access Reliance Network, shall
have no right to transfer, assign or sublicense Software furnished by Vendor
under the Documents without the consent of Vendor, which consent shall not be
unreasonably withheld or delayed.  If
Reliance or such successor elects to transfer or assign any portion of the Broadband
Access Reliance Network purchased under the Documents for which it does not,
under the Documents, have the right to transfer, assign or sublicense related
Software, Vendor agrees that, upon written request of the transferee or
assignee as applicable, of such portion of the Broadband Access Reliance
Network, or of Reliance or such successor, Vendor shall not unreasonably refuse
or fail to grant to the transferee, assignee or sublicensee, as applicable, a
license to use such Software, whether to be located within the Territory or
elsewhere, upon payment by the transferee of a re-licensing fee to Vendor on
commercially reasonable terms.


15.1.9         The rights and obligations of Reliance
under the Software Licenses shall survive the termination of all or any portion
of the Documents, regardless of the cause of termination, provided Reliance has
met its material obligations as set forth in this Section 15.  In the event that Reliance breaches its
obligations under Section 15.1.5, and if Vendor has provided Reliance with
prior written notice describing the alleged breaches and given Reliance a
reasonable time (in no event less than [***]) to cure any such breaches, Vendor
may terminate Reliance’s Software License(s) relating to the breach.  Such rights of termination shall be without
prejudice to Vendor’s right to seek injunctive or other equitable relief from a
court of competent jurisdiction.  In the
event that Reliance fails to pay applicable and undisputed Charges, Vendor may
terminate Reliance’s right to use the Software to which such Charges apply;
provided that Vendor has given written notice and details of such breach to
Reliance and has advised Reliance of its intention to terminate, and Reliance
has failed to make such payment within [***] from Vendor’s notice thereof.  Such terminated rights shall be immediately
reinstated upon payment of all applicable license fees.  In no event other than as set forth in this
Section 15.1.9 may Vendor terminate the Software Licenses or Reliance’s right
to use the Software.  Notwithstanding
any other provision of the Documents, if there is a dispute hereunder, pending
final resolution of such dispute, all of Reliance’s rights under the Documents
shall continue in full force and effect, and Vendor will not terminate the Software
Licenses, and so long as Reliance continues to pay Vendor applicable fees,
Vendor will not terminate, suspend, interrupt or delay maintenance and support
of the Software.


 


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15.2        Ownership
Rights.


15.2.1         Except as otherwise expressly agreed by
the Parties in writing, all Custom Work Software shall be the sole and
exclusive property of the Vendor, including, without limitation, all
copyrights, trademarks, patents, trade secrets, and any other proprietary
rights inherent therein and appurtenant thereto, and the Vendor hereby grants
to Reliance and its Affiliates a [***] license, [***] to use, copy, sublicense,
transfer (subject to similar restrictions as set forth in Section 15.1.3), make
derivative works in relation thereto, modify such Custom Work Software within
the Territory. Prior to the development of any Custom Work Software, Reliance
and the  Vendor shall agree in writing
with respect to exploitation rights.


15.2.2         All intellectual property rights with
respect to the Software (other than the Intellectual Property Rights) are and
shall remain the sole and exclusive property of Vendor or its suppliers,
including, without limitation, all copyrights, trademarks, patents, trade
secrets, and any other proprietary rights inherent therein and appurtenant
thereto.  All intellectual property
rights with respect to the Reliance Software are and shall remain the sole and
exclusive property of Reliance, including, without limitation, all copyrights,
trademarks, patents, trade secrets, and any other proprietary rights inherent
therein and appurtenant thereto.


15.3        Vendor
Disclosure and Cooperation.


Vendor
shall promptly make a complete written disclosure to Reliance of all Custom
Work Software, Inventions and Derivative Works in relation thereto,
specifically pointing out features or concepts that Vendor believes to be new
or different.


15.4        Marks.


Except
as otherwise expressly provided herein, each Party agrees to submit to the
other for prior written approval all press releases and other materials using
or incorporating the other Party’s insignia, logos, trademarks, trade names or
service marks (collectively, “Marks”). 
All use by either Party of the other Party’s Marks shall inure to the
benefit of the Party owning the Marks. 
Except as may otherwise be stated herein, upon termination or expiration
of these General Terms, neither Party shall have any continuing right to use
the other Party’s Marks and each Party shall immediately cease all such use of
the other Party’s Marks.


15.5        Required
Consents.


Vendor
shall obtain all Required Consents, at no additional cost or expense to
Reliance and shall pay any fees (such as transfer, re-licensing or upgrade
fees) associated with obtaining any Required Consents and any other costs that
result from the termination or under utilization of any agreement with a third
party.  If Vendor requests, Reliance
shall cooperate with and assist Vendor in connection with obtaining the
Required Consents, at no additional cost to Reliance.  With respect to any Purchase Order or other Work, if a Required
Consent is not obtained during the first [***] following the Commencement Date
of such Purchase 


 


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Order
or other Work, then unless and until such Required Consent is obtained, Vendor
shall use best efforts to determine and adopt, subject to Reliance’s prior
approval, such alternative approaches as are necessary and sufficient to
provide the Work without such Required Consents.  Failure to obtain any Required Consent shall not relieve Vendor
of its obligations under the Documents and Vendor shall pay any additional
costs incurred by Reliance as a result of such failure in addition to any other
remedies available to Reliance hereunder. Notwithstanding the foregoing, in
cases in which infringement of any Third Party Intellectual Property Right is
alleged against either Reliance or Vendor, this Section 15.5 shall not be
construed as a remedy for such allegations. 
The sole remedies with respect to any such allegations shall be as
provided in Section 15.7 and Section 20.


15.6        Intellectual
Property Warranties.


15.6.1         Vendor represents, warrants and
covenants that:


(a)           Vendor is the owner, valid licensee, or authorized user of
the Software and the Vendor Internal Use Tools;


(b)           The Software and Reliance’s proposed use thereof does not
and shall not infringe the patent, copyright, trade secret or other
intellectual property right of any third party;


(c)           The Software complies with all applicable legislation,
rules and regulations;


(d)           The Software shall be free from viruses, worms, Trojan
horses, Disabling Code and Malicious Code;


(e)           Vendor has and shall have full and sufficient right to
assign or grant the Intellectual Property Rights, including without limitation
to sublicense the Software, hereunder;


(f)            the Intellectual Property Rights are, or prior to
Acceptance of any Item will be, sufficient for such items to perform in
accordance with the relevant Specifications and Reliance’s business objectives
expressed herein;


(g)           all Work does not and shall not infringe any patents,
copyrights, trademarks, or other intellectual property rights (including trade
secrets) or similar rights of any third party, nor has any claim of such
infringement been threatened or asserted, nor is such a claim pending against
Vendor;


(h)           Vendor has no obligations to any third party that in any
way limits or restricts its ability to perform the Work; and


(i)            Vendor shall not disclose to Reliance, nor make use in
the performance of the Work, any trade secrets or other proprietary information
of any third party, unless Vendor may do so without Vendor or Reliance
incurring any obligation (past or future) to such 


 


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third party for such disclosure or work or any future application thereof.


15.7        Infringement.


15.7.1         The Vendor agrees that it shall defend,
[***] all proceedings, suits and claims against and/or affecting Reliance, any
Reliance Affiliate, any User or any of their officers, directors or employees
and/or the Products with respect to infringement, breach or violation of any
patent, trademark, copyright, trade secret, mark or other intellectual property
rights of any third party (collectively, “Third Party Intellectual Property
Rights”), covering, or alleged to cover, the Work or any component thereof or
the use thereof, in the form furnished or as subsequently modified by the
Vendor or any Vendor Affiliate.  The
Vendor agrees that it shall pay [***]; provided, that:


(a)           the Vendor shall be given written notice of all claims of
any such infringement or violation and of any suits or claims brought or
threatened against Reliance, the Reliance Affiliates, the Users or the Vendor
of which Reliance has actual knowledge;


(b)           the Vendor shall be given full authority to assume control
of the defense thereof through its own counsel at its sole expense but shall
not compromise or settle any suits or claims or admit any criminal liability or
wrongdoing by Reliance, the Reliance Affiliates or the Users without the
express prior written consent of Reliance; unless such compromise or settlement
includes an unconditional release of any claims against Reliance, the Reliance
Affiliates and the Users and does not involve any stipulation, judgment or
injunction against Reliance, the Reliance Affiliates or the Users, in which
event such written consent of Reliance shall not be required; and


(c)           Reliance shall reasonably cooperate (at the Vendor’s
expense) with the Vendor in the defense of such proceeding, suit or claim.


15.7.2         If in any such suit so defended, all or
any part of the Equipment or Software or any component thereof or the Work or
the use thereof is held to constitute an infringement or violation of Third
Party Intellectual Property Rights and its use is enjoined, or if in respect of
any claim of infringement or violation the Vendor deems it advisable to do so,
the Vendor shall [***] take one or more of the following actions: (a) procure
the right to continue the use of the same without interruption for Reliance;
(b) replace the same with non-infringing Equipment, Software or Work that meets
the Specifications; or (c) modify said Equipment, Software, or Work or any
component thereof so as to be non-infringing; provided, that (i) the
Equipment, Software or any component thereof or Work as modified complies with
all of the Specifications and (ii) Vendor shall [***].  If Vendor is unable to fulfill its
obligations set forth in preceding sentence despite its best efforts, Reliance
shall have the right, at the sole cost and expense of Vendor, to procure the
right to continue the use of such infringing Product.


 


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15.7.3         The Vendor’s obligations under this
Section 15.7 shall not apply to any infringement or violation of Third Party
Intellectual Property Rights caused solely by (i) Reliance’s use and
maintenance of the Products other than in accordance with the Specifications or
the purposes contemplated by the Documents to the extent not otherwise
authorized or permitted by the Vendor or any Vendor Affiliate, or (ii)
Reliance’s use of the Products in conjunction with products provided to
Reliance by a Third Party Provider, which use is not authorized or approved by
the Vendor.  Reliance shall [***].


15.8        Survival.


Notwithstanding
anything to the contrary herein, the provisions of this 0 shall survive the
expiration or termination of the Documents.


SECTION 16.       TITLE
AND RISK OF LOSS


16.1        Title.


16.1.1         Free and clear title to each Product
shall pass to Reliance (without any liens, encumbrance or security interest,
including purchase money security interests) upon delivery to the carrier at
the port of shipment.  Nothing contained
herein shall, in any manner, affect the Vendor’s obligations under the Documents.


16.1.2         With respect to the Initial Broadband
Access Reliance Network, the Vendor shall assume end to end responsibility as
set forth in the Specifications till the Acceptance of the Products, except for
transportation of the Products from the warehouse to the designated Sites.
Vendor shall, if required by Reliance, depute a reasonably skilled Vendor
Personnel (to be approved by Reliance) to assist Reliance in ensuring that the
Products are delivered and installed as set forth in the Documents.


16.1.3         Within [***] of receipt of the first
Purchase Order the Vendor shall deliver to Reliance a detailed estimated
schedule specifying all logistical details, including the date of shipment, the
number of shipments, list of equipment, weight, volume and quantity of Products
under each shipment, point of shipment, date of arrival at Indian port,
expected date of delivery at Reliance designated site, details of the carrier,
details of the freight forwarder, copy of insurance cover and all other
relevant shipment documents as applicable and the Parties shall agree on the
same before the placement of the first Purchase Order.  After the first Purchase Order, the Parties
will agree on a procedure to provide the above information to Reliance with
respect to subsequent Purchase Orders.


16.1.4         Except as otherwise mutually agreed
between the Parties, Vendor shall be responsible for delivery of Products to
Sites designated by Reliance and Reliance shall bear the costs of air and sea
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warehousing, handling, and inland transportation in the Republic of India with
respect to Products.  These costs shall
be budgeted and controlled by the Parties. 
However, to the extent that any excess costs are incurred as a result of
fault, errors or omissions of the Vendor, Vendor shall be responsible for such
excess costs.


16.2        Risk of
Loss.


Risk
of loss of any Products furnished to Reliance as part of the Initial Broadband
Access Reliance Network shall pass from the Vendor to Reliance upon Acceptance.
Risk of loss of any Products furnished to Reliance as Expansions shall pass
from the Vendor to Reliance upon delivery of the Products to the carrier at the
port of shipment.


SECTION 17.       FORCE
MAJEURE


17.1.1         Either Party may make a claim for
excusable failure or delay with respect to any obligation of such Party under
the Documents, excluding any obligation to make payments when due.  Excusable failure or delay shall be allowed
only in the event of an event of Force Majeure.  Notwithstanding the foregoing, the Vendor shall not be entitled
to relief under this Section 17 to the extent that any event otherwise
constituting an event of Force Majeure results from the negligence or fault of
the Vendor or any Subcontractor, and Reliance shall not be entitled to relief
under this Section 17 to the extent any event otherwise constituting an event
of Force Majeure results from the negligence or fault of Reliance.


17.1.2         The Party claiming the benefit of
excusable delay hereunder shall (a) promptly notify the other Party of the
circumstances creating the failure or delay and provide sufficient
documentation to establish to the reasonable satisfaction of the other Party
the impact of such Party failure or delay and (b) use reasonable efforts to
avoid or remove such causes of nonperformance, excusable failure or delay.  If an event of Force Majeure prevents the
Vendor from performing its obligations under the Documents for a period exceeding
sixty (60) days, Reliance may, upon prior written notice to the Vendor, suspend
or terminate (without payment or penalty of any kind) the Documents and/or any
Purchase Order to which such excusable delay applies.


17.1.3         The Party not claiming the benefit of
excusable delay hereunder shall likewise be excused from performance of its
obligations hereunder on a day-for-day basis to the extent such Party’s
obligations are affected due to the other Party’s delayed performance.


 


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SECTION 18.       TAXES,
DUTIES, OTHER LEVIES OR INCIDENTAL CHARGES


18.1.1                            The Parties’
respective responsibilities for taxes arising under or in connection with this
Contract shall be as follows:


(a)                                  Each Party
and/or Subcontractors shall be liable for any personal property or use taxes on
equipment or property it owns, uses, or leases from a third party, for
franchise and privilege taxes on its business; and for taxes based on its net
income or gross receipts.  Vendor shall
be liable for payment of taxes on equipment leases for which Vendor and/or any
Subcontractor has financial responsibility.


(b)                                 Vendor shall be
liable for [***].


(c)                                  Customs Duty:
The amounts to be paid by Reliance under the Documents do not include any
customs duties payable on importation in India, however designated, which may
be levied or assessed on any Products or any component thereof.  Reliance shall be responsible for customs
duties and clearing and forwarding charges on the importation of the Products
into the Republic of India at the rate applicable to such imports.  To the extent permitted Reliance may import
under the Export Promotion Capital Goods (“EPCG”) Arrangement at the
concessional rate of duty specified in the relevant customs notification.  The Parties will work together and mutually
determine the quantum of customs duty which should be payable before any
shipments are made for a given Purchase Order or group of Purchase Orders.  Reliance shall bear and pay customs duty
based on the applicable rates in the relevant customs tariff read with any
relevant notification that may be in force. 
Reliance shall also be liable for any increase in customs duties
attributable to changes in published rates and for compliance with any
obligation under the EPCG Arrangement. 
Subject as below, Vendor shall be liable [***]


(d)                                 Except as
otherwise agreed by Vendor and Reliance in writing, Reliance shall be
responsible for taxes imposed by a Governmental Entity in India on (i) sales of
Products by Vendor to Reliance, if any (ii) entry of the Products into states
within the Republic of India, if any; and (iii) octroi, if any.  The Parties shall mutually decide and agree
for each Purchase Order or group of Purchase Orders within [***] of issuance of
the Purchase Order(s) and before commencement of any delivery, an arrangement
for handling taxes as aforementioned, which will include procedures and formats
and the quantum of taxes applicable. 
Reliance will not be liable for any excess over this quantum or any liability
arising due to non-compliance with the arrangement agreed, except as covered
below. Reliance shall be responsible for (i) additional amounts due as a result
of an increase in the applicable rates for such foregoing taxes, as is
generally applicable to all tax payers, (ii) any new tax introduced by a
Governmental Entity in the Republic of India in lieu of the foregoing taxes,
and (iii) any new taxes by a Governmental Entity in the Republic of India
relating to sales of Products by 


 


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Vendor to Reliance. Vendor shall be liable for the amounts required to be paid
to any Governmental Entity with respect to the foregoing taxes that are not
attributable to errors or omissions of Reliance.


(e)                                  Reliance has no
obligation to pay any other taxes, including, but not limited to, those
relating to franchise, net or gross income, revenue, receipts, license,
occupation, and/or taxes on real or personal property of Vendor or any
Subcontractor or any taxes on income of Vendor or Subcontractor personnel.


(f)                                    The Parties
shall collaborate together to administer all commercial matters arising from or
related to the Work efficiently to their mutual advantage.  Vendor’s Invoices shall separately state the
amount of any taxes included therein. 
Each Party shall provide and make available to the other any
certificates, information regarding sales/purchases or use of equipment,
materials, or services, and other exemption certificates or information
reasonably requested by either Party.


(g)                                 Vendor shall
comply with all regulations and other requirements to the extent reasonable to
enable Reliance to avail of the EPCG Arrangement, or other similar
arrangements, for the import of Products into India.


(h)                                 Vendor, using
Reliance’s appointed customs clearing agent, shall be liable [***] on behalf of
Reliance through customs in the Republic of India if required under the
Documents and shall be liable to deliver the Products to the location where the
Products are intended to be installed, paying all taxes, imposts, duties and
levies necessary subject only to Reliance paying the taxes and duties as set
forth in paragraphs (c) and (d) above. 
The liability for clearing and forwarding charges will be governed on
the same basis as for as customs duty as set forth in Subsection (c) above.


(i)                                     Reliance shall
withhold taxes applicable on payments to Vendor as per the Income Tax Act,
1961.  All price compensation agreed
herein to the Vendor are gross of taxes in India except as specified above and
Reliance shall pay only the amounts after deduction of necessary withholding
tax, as applicable.


(j)                                     Notwithstanding
anything aforesaid, Vendor shall be responsible [***].


(k)                                  Each Party
shall promptly notify the other of, and reasonably coordinate with the other,
the response to, any claim for taxes asserted by applicable taxing authorities
for which the other Party is responsible hereunder.  With respect to any claim arising out of a form or return signed
by a Party to this Contract, such Party shall have the right to elect to
control the response to and settlement of the claim, but the other Party shall
have all rights to participate in the 


 


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responses that are appropriate to its potential responsibilities or
liabilities.


(l)                                     Notwithstanding
anything aforesaid, Vendor shall be responsible for payment of any extra cost
or expense incurred by Reliance due to any non compliance, omission,
negligence, inefficiency or default by or on behalf of the Vendor or its
Subcontractors with respect to the Vendors/Subcontractors responsibilities
hereunder.


18.1.2                            Each Party
represents, warrants and covenants that it shall file appropriate tax returns,
and pay applicable taxes owed arising from or related to the Work in applicable
jurisdictions. The Vendor shall, prior to filing any such returns, discuss with
Reliance the basis of such filings and the assumptions used in or related to
such filings, relating to the Work.


SECTION 19.       DISCONTINUATION
AND TECHNOLOGY FORECAST


19.1        Discontinuation.


The Vendor shall continue to manufacture and
otherwise provide and support Products, including but without limitation, spare
and replacement parts and Technical Support Services and related Services to
and for Reliance for at least [***] after the time of each such Product’s first
being provided to Reliance pursuant to the Documents.


Upon any discontinuation of manufacturing of
the Products (after the period specified above) the Vendor shall notify
Reliance  at least [***] prior to the
final production of any Products so that Reliance is able to order enough
extension, spares and or functionally equivalent replacements parts for the
maintenance and operation of the Network. The spare and functionally equivalent
replacement parts shall be functionally identical or at least equivalent or
capable of direct substitution such that no direct or indirect side effects
shall be caused whatsoever to the Products, Reliance Network and or the
operation and maintenance of the same.


In addition the Vendor shall provide Reliance
with complete manufacturer’s standard technical specifications for all the
Products (including the spares, functionally equivalent replacements ) as well
as  the contacts of all other sources
other than the Vendor from where such spares and or functionally equivalent
replacements can be procured. No separate licence fees, royalties or other
payments shall be payable by Reliance 
for the use of such technical specifications and documents supplied in
accordance with this Section. The Net Price of 
such spares and or functionally equivalent replacements shall not exceed
[***] of the Net Price at which the such spares are supplied by the Vendor
before the discontinuation.


 


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19.2        Technology
Forecast.


19.2.1                            Vendor shall
provide Reliance with a technology forecast every [***]. Such forecast shall
contain at a minimum the following:


(a)                                  The evolution
of all of Vendor’s and Vendor’s Affiliates Broadband Access network products,
either hardware or software, relevant to the Broadband Access Reliance Network;


(b)                                 The
introduction of all new wireless telecommunication and Broadband Access network
products, either hardware or software, relevant to the Broadband Access
Reliance Network;


(c)                                  The date of
first office application and/or general commercial introduction (“General
Availability”) of the products mentioned in (a) and (b) above;


(d)                                 The known or
forecasted technical specifications for the products mentioned in (a) and (b)
above.


(e)                                  The Vendor or
Vendor’s Affiliates plans relating to discontinuation of any Product purchased
by Reliance.


Such technology forecast shall be given on
the basis of a rolling eighteen (18) month period.


19.2.2                            [***]


19.2.3                            The Vendor
hereby acknowledges Reliance’s commercial need to know and understand the
anticipated useful life of any Product prior to purchasing such Product under
the Documents.


19.2.4                            In
consideration of Reliance’s contemplation of purchasing any Product hereunder,
the Vendor hereby covenants to provide to Reliance a detailed description of
the planned evolutionary path of such Product, including, without limitation,
the Product’s anticipated life cycle and the time period for which the Vendor
intends to support such Product, provided, however, that any such description
of an anticipated life cycle or planned support shall not affect Vendor’s
obligations to manufacture, provide and support Products as set forth in
Section 19.1.


SECTION 20.       INDEMNIFICATION
AND LIABILITY LIMITATION


20.1        Vendor
Indemnity.


Subject
to the provisions of this Section 20, the Vendor shall [***].


 


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20.2        Reliance
Indemnity.


Subject
to the provisions of this Section 20, Reliance shall [***]


20.3        Liability


Except
as expressly provided in this Section 20.3 and except also in relation to where
the Vendor is obliged to pay Liquidated Damages under the Documents (and in
such instance, the payment of Liquidated Damages shall be the sole remedy for
such damages), it is the intent of the Parties that each Party shall be liable
to the other Party for any actual damages incurred by the non-breaching Party
as a result of the breaching Party’s failure to perform its obligations in the
manner required by the Documents.


20.4        LIMITATION
ON LIABILITY.


Notwithstanding
anything to the contrary herein contained:


20.4.1                            The aggregate
liability of any Party to another Party in respect of all claims for
Liabilities arising under any Contract shall not exceed [***].


20.4.2                            EXCEPT IN RESPECT OF VENDOR’S LIABILITY PURSUANT TO SECTION 20.5 AND
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE DOCUMENTS, IN NO EVENT, AS A
RESULT OF BREACH OF CONTRACT OR BREACH OF WARRANTY OR OTHERWISE, [***].


20.4.3                            For the
avoidance of doubt, the performance of the Vendor’s obligations with respect to
Liquidated Damages and Section 5.2 (Performance Warranty) shall not in any way
be reduced, made void or affected by virtue of the provisions of Section 20.4.2
above.  


20.5        Damages
for Fraud, Gross Negligence or Willful Misconduct.


[***]


20.6        Claims
Procedure.


If
a claim for Liabilities (a “Claim”) is to be made by a Person entitled to
indemnification hereunder (the “Indemnified Person”) against a Party
responsible for indemnification hereunder (the “Indemnifying Party”), the
Indemnified Person shall give written notice of such Claim (a “Claim Notice”)
to the Indemnifying Party as soon as practicable after the Indemnified Person
becomes aware of any fact, condition or event which may give rise to
Liabilities for which indemnification may be sought under the General Terms,
provided, however, that no delay on the part of an Indemnified Person in
notifying the Indemnifying Party shall relieve the Indemnifying Party from any
obligation hereunder unless (and then solely to the extent) the Indemnifying
Party is thereby actually prejudiced. 
If any lawsuit or enforcement action is filed against Indemnified
Person, written notice thereof shall be given 


 


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to
the Indemnifying Party as promptly as practicable (and in any event within
[***] after the service of the citation or summons).  The Indemnifying Party shall be entitled, if it so elects, (i) to
defend such lawsuit or action, (ii) to employ and engage attorneys of its own
choice to handle and defend the same, at the Indemnifying Party’s sole cost,
risk and expense, and (iii) to compromise or settle such Claim, which
compromise or settlement shall be made only with the written consent of the
Indemnified Person (which may not be unreasonably withheld), unless such compromise
or settlement includes an unconditional release of any claims against the
Indemnified Person and does not involve any stipulation, judgment or injunction
against the Indemnified Person, in which event such written consent of the
Indemnified Person shall not be required. 
If the Indemnifying Party fails to assume the defense of such Claim
within [***] after receipt of the Claim Notice, the Indemnified Person against
which such Claim has been asserted shall (upon delivering notice to such effect
to the Indemnifying Party) have the right to undertake, at the Indemnifying
Party’s cost and expense, the defense, compromise or settlement of such Claim
on behalf of and for the account and risk of the Indemnifying Party.  In the event the Indemnified Person assumes
the defense of the Claim, the Indemnified Person will keep the Indemnifying
Party reasonably informed of the progress of any such defense, compromise or
settlement.  The Indemnifying Party
shall be liable for any settlement of any action effected pursuant to and in
accordance with the General Terms and for any final judgment (subject to any
right of appeal), and the Indemnifying Party agrees to indemnify and hold
harmless the Indemnified Person from and against any Liabilities by reason of
such settlement or judgment.


SECTION 21.       REPRESENTATIONS
AND WARRANTIES


21.1        Representations
and Warranties of the Vendor.


The
Vendor hereby represents and warrants to Reliance as follows:


21.1.1                            Due
Organization of the Vendor.


The Vendor is a corporation duly incorporated,
validly existing and in good standing under the laws of the United States of
America and in countries in which the Vendor conducts its business and has all
requisite corporate power and authority to own and operate its business and
properties and to carry on its business as such business is now being conducted
and is duly qualified to do business in all jurisdictions in which the
transaction of its business in connection with the performance of its
obligations in connection with the Documents makes such qualification
necessary.


21.1.2                            Due
Authorization of the Vendor; Binding Obligation.


The Vendor has full corporate power and
authority to execute and deliver the Documents and to perform its obligations
hereunder, and the execution, delivery and performance of the Documents by the
Vendor have been duly authorized by all necessary corporate action on the part
of the Vendor; the Documents have been duly executed and delivered by the
Vendor and are the valid and binding obligations of the Vendor enforceable in
accordance with their terms, except as enforcement thereof may be limited by or
with respect to the following: (i) applicable insolvency, 


 


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moratorium, bankruptcy, fraudulent conveyance
and other similar laws of general application relating to or affecting the
rights and remedies of creditors; (ii) application of equitable principles
(whether enforcement is sought in proceedings in equity or at law); and (iii)
provided the remedy of specific enforcement or of injunctive relief is subject
to the discretion of the court before which any proceeding therefore may be
brought.


21.1.3                            Non-Contravention.


The execution, delivery and performance of
the Documents by the Vendor and the consummation of the transactions
contemplated hereby and thereby do not and will not contravene the certificate
of incorporation or by-laws of the Vendor and do not and will not conflict with
or result in (i) a breach of or default under any indenture, agreement,
judgment, decree, order or ruling to which the Vendor is a party that would
materially adversely affect the Vendor’s ability to perform its obligations
under the Documents; or (ii) a breach of any Applicable Law.


21.1.4                            Regulatory
Approvals.


All authorizations by, approvals or orders
by, consents of, notices to, filings with or other acts by or in respect of any
Governmental Entity or any other Person required in connection with the
execution, delivery and performance of the Documents by the Vendor have been
obtained or shall be obtained in due course.


21.1.5                            Non-Infringement.


The Vendor represents and warrants that there
are no threatened or actual claims or suits in connection with patents and
other intellectual property matters that would materially adversely affect the
Vendor’s ability to perform its obligations under the Documents.


21.1.6                            Scope.


The representations and warranties of the
Vendor pursuant to this Section 21.1 shall be deemed to apply to all of the
Work performed by any Subcontractor employed by the Vendor as though the Vendor
had itself performed such Work.


21.1.7                            Requisite
Knowledge.


The Vendor represents and warrants that it
has all requisite knowledge, know-how, skill, expertise and experience to
perform the Work in accordance with the terms of the Documents.


21.1.8                            Work Standards


The Work shall be rendered with promptness
and diligence and shall be executed in a workmanlike manner, in accordance with
the reasonable best industry prevailing practices of the information technology
and telecommunication outsourcing industry 


 


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and the Documents.  Vendor shall use
adequate numbers of qualified individuals with suitable training, education,
experience, competence and skill to perform the Work.  Vendor shall provide such individuals with training as to new
products and services prior to the implementation of such products and services
in the User environment.


21.1.9                            Efficiency and
Cost Effectiveness


Vendor shall use commercially reasonable
efforts to provide the Work in the most cost-effective manner.  Without limiting the generality of the
foregoing, such actions shall include:


(a)                                  making
adjustments in the timing of actions (consistent with Reliance’s and User’s
priorities and schedules for the Work and Vendor’s obligation to meet the
Specifications);


(b)                                 tuning or
optimizing the systems, including memory, used to perform the Work;


(c)                                  using
alternative technologies to provide the Products and perform the Work in
accordance herewith; and


(d)                                 efficiently
using resources for which Reliance and/or User is charged hereunder, consistent
with industry norms, and compiling data concerning such efficient use in
segregated and auditable form whenever possible.


21.2        Bring Down.


The
Vendor hereby acknowledges and agrees that, upon execution of each Contract and
Purchase Order, the Vendor shall be deemed to make the representations and
warranties of Section 21.1 as of the effective date of, and with respect to,
any such Contract or Purchase Order.


21.3        Representations
and Warranties of Reliance.


Reliance
hereby represents and warrants to the Vendor as follows:


21.3.1                            Due
Organization of Reliance.


Reliance is a corporation, validly existing
and in good standing under the laws of the Republic of India and has all
requisite power and authority to own and operate its business and properties
and to carry on its business as such business is now being conducted and is
duly qualified to do business in the Republic of India and in any other
jurisdiction in which the transaction of its business makes such qualification
necessary.


 


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21.3.2                            Due
Authorization of Reliance; Binding Obligation.


Reliance has full corporate power and
authority to execute and deliver the Documents and to perform its obligations
hereunder, and the execution, delivery and performance of the Documents by
Reliance have been duly authorized by all necessary corporate action on the
part of Reliance; the Documents have been duly executed and delivered by
Reliance and are the valid and binding obligation of Reliance enforceable in
accordance with their terms, except as enforcement thereof may be limited by or
with respect to the following: (i) applicable insolvency, moratorium,
bankruptcy, fraudulent conveyance and other similar laws of general application
relating to or affecting the rights and remedies of creditors; (ii) application
of equitable principles (whether enforcement is sought in proceedings in equity
or at law); and (iii) provided the remedy of specific enforcement or of
injunctive relief is subject to the discretion of the court before which any
proceeding therefore may be brought.


21.3.3                            Non-Contravention.


The execution, delivery and performance of
the Documents by Reliance and the consummation of the transactions contemplated
hereby and thereby do not and will not contravene the Memorandum and Articles
of Association and do not and will not conflict with or result in (i) a breach
of or default under any indenture, agreement, judgment, decree, order or ruling
to which Reliance is a party that would materially adversely affect Reliance’s
ability to perform its obligations under the Documents, or (ii) a breach of any
Applicable Law.


21.4        Bring Down


Reliance
hereby acknowledges and agrees that, upon execution of each Contract and
Purchase Order, Reliance shall be deemed to make the representations and
warranties of Section 21.3 as of the effective date of, and with respect to,
any such Contract or Purchase Order.


SECTION 22.       DISPUTE
RESOLUTION


22.1        Interpretation.


The
validity, construction and performance of the Documents shall be governed by
the laws of India, excluding its conflicts-of-laws provisions. Subject to the
provisions of Section 22.3 below, the courts in [***] shall have exclusive
jurisdiction.  All communication between
the parties shall be in English.  In
fulfilling the obligations hereunder, Vendor and its subcontractors and
suppliers shall abide by all Applicable Laws, rules, regulations, codes
including tax laws and regulations prevailing in India and all other applicable
jurisdictions.


 


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22.2        Negotiation.


The
Parties shall first use their best efforts to settle amicably any dispute
arising out of or in connection with the Documents, including without
limitation, their existence, interpretation, performance, or termination, by
negotiation in accordance with this Section 22.2, as follows:


(i)                                     The Party
raising the dispute shall address to the other Party a notice requesting an
negotiation of the dispute within [***] of notification.


(ii)                                  The dispute
shall then be referred for resolution between the President and CEO or the
Chief Financial Officer or the Vice President (International Sales) of Vendor
and Mr. Prakash Bajpai of Reliance. 
Vendor and Reliance shall attempt to resolve such dispute by
negotiation, and document any settlement that may be agreed, within a further
period of [***].


22.3        Arbitration.


22.3.1                            Any dispute
arising out of or relating to the Documents which cannot be settled by negotiation
shall be first attempted to be resolved through conciliation between the
Parties by appointing a conciliator mutually acceptable to the Parties.


22.3.2                            If the parties
are unable to resolve the dispute through conciliation within [***] of the
appointment of the conciliator then the Parties shall refer such dispute to
arbitration in accordance with this Section 22.3.


22.3.3                            In case of any
dispute or difference arising at any time between the parties hereto as to the
interpretation or effect of the Documents or any clause or matter herein
contained or the rights or liabilities of the Parties hereto or otherwise
howsoever in relation to the Documents, the same shall be referred to the
arbitration by an arbitral tribunal consisting of three arbitrators: one each
nominated by the Parties and the third chosen by the two arbitrators nominated
by the Parties. The arbitration shall be governed by the provisions of the
Arbitration and Conciliation Act, 1996 or any statutory modification or
enactment thereof for the time being in force.


22.3.4                            [***]


22.3.5                            The Parties
agree that any award of the arbitral tribunal shall be final and binding on
them and shall be enforceable in any court of competent jurisdiction.


22.3.6                            Notwithstanding
any dispute under the Documents, the Parties shall continue to perform their
undisputed obligations under the Documents (subject to any right of termination
or suspension in the Documents).


 


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SECTION 23.       TERMINATION AND EVENTS OF DEFAULT


23.1        Reliance’s Right of Termination.


23.1.1                            Termination by Reliance for Convenience.  Reliance may, at its sole option, terminate all or any portion of
the Documents, for convenience upon ninety (90) days' prior written notice at
any time provided that no termination under this Section 23.1.1 shall relieve
Reliance from the obligations set forth in Section 3.2 of the Broadband Access
Equipment Contract.  Any Purchase Orders
made prior to any such termination shall, subject to the terms hereof and the
applicable Contract, remain in effect and shall be fulfilled to the extent that
such orders are outstanding as of the date of such termination.


23.1.2                            Termination by Reliance for Cause. Reliance has the right to
terminate all or any portion of the Documents without any penalty to, or
payment obligation of, Reliance (other than undisputed outstanding payment
obligations relating to the Work performed by Vendor as of the date of any such
termination, with disputed payment obligations being subject to the dispute resolution
provisions of Section 22) upon the occurrence of any Vendor event of default
(each, a “Vendor Event of Default”) set forth below.  References to “Vendor” in this Section 23.1.3 shall include
Vendor and any assignee of Vendor.  The
occurrence of any one of the following shall constitute a Vendor Event of
Default:


(a)                                  the Vendor (i)
is insolvent, (ii) files a voluntary petition in bankruptcy or has an
involuntary petition in bankruptcy filed against it that is not dismissed
within thirty (30) days of such involuntary filing, (iii) admits the material
allegations of any petition in bankruptcy filed against it, (iv) is adjudged
bankrupt, or (v) makes a general assignment for the benefit of its creditors,
or a receiver is appointed for all or a substantial portion of its assets and
is not discharged within thirty (30) days after his appointment;


(b)                                 the Vendor
commences any proceeding for relief from its creditors in any court under any
state insolvency statutes;


(c)                                  the Vendor
disregards or violates material Applicable Laws or material Applicable Permits;


(d)                                 the Vendor
persistently fails to timely correct Defects and Deficiencies in accordance
with the terms of the Documents;


(e)                                  the Vendor
persistently fails to fulfill its obligations with respect to the satisfaction,
discharge or bonding of Liens as set forth in Section 3.13 hereof;


(f)                                    the Vendor
abandons or ceases its performance of the Work (except as a result of an event
of Force Majeure or a casualty for which Reliance is fully covered by insurance
or as to which other provisions 


 


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reasonably acceptable to Reliance are being diligently pursued, or pursuant to
Section 23.2);


(g)                                 the Vendor
assigns or subcontracts Work other than in accordance with the terms and
conditions of Section 10;


(h)                                 the Vendor
fails to materially comply with any accepted Change Order pursuant to Section
14.3;


(i)                                     the Vendor
fails to pay to Reliance any material amount due not otherwise disputed in good
faith to Reliance by the date required for such payment;


(j)                                     the Vendor
fails to accept or materially comply with any Purchase Order issued by Reliance
in accordance with the Documents;


(k)                                  Reliance elects
to exercise its termination rights set forth in Section 24.17;


(l)                                     the Vendor
otherwise materially breaches any provision of the Documents; or


(m)                               A Critical
Performance Failure with respect to (i) a failure of any individual Network
Element to meet the applicable Specifications or (ii) the failure of multiple
Network Elements, regardless of whether any one of which individually
constitutes a Critical Performance Failure, or Vendor fails to remedy a
material breach of the Performance Warranty.


23.1.3                            If any of the
Vendor Events of Default exists, Reliance may, without prejudice to any other
rights or remedies of Reliance in the Documents or at law or in equity,
terminate the Documents upon written notice to the Vendor; provided, however,
that Reliance shall have first provided to the Vendor the following periods of
notice and opportunity to cure:


(a)                                  in the case of
a Vendor Event of Default specified in the foregoing Sections 23.1.2(d) and
23.1.2(l), Reliance shall have provided twenty five (25) Business Days' prior
written notice to the Vendor, and the Vendor shall have failed to remedy such
breach entirely by the end of such twenty five (25) Business Day period;


(b)                                 in the case of
a Vendor Event of Default specified in the foregoing Sections 23.1.2(a),
23.1.2(b), or 23.1.2(k) no notice or opportunity to cure shall be required from
Reliance; and


(c)                                  in the case of
any other Vendor Event of Default, Reliance shall have provided thirty
(30) days' prior written notice, and the Vendor shall have failed
(A) to commence to cure the default within ten (10) days after
receipt of such notice, and (B) to diligently pursue such cure and remedy
the breach entirely by the end of said thirty (30) day notice period.


 


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23.1.4                            If Reliance
elects to terminate the Documents, Reliance may, without prejudice to any other
rights or remedies of Reliance in the Documents or at law or in equity, do one
or more of the following:


(a)                                  Take possession
of all engineering and design data, manufacturing data, construction and
erection data, start-up and testing data, materials, and Products that shall
become part of the specified Markets, or the Work and which Reliance shall have
the right of ownership to and/or possession of under the terms of the
Documents, whether any of the same is in a partial state of completion or
completed condition, and title to any of said items vests in Reliance (if not
already vested by the provisions of the Documents);


(b)                                 Take possession
of all engineering and design data, manufacturing data, construction and
erection data, start-up and testing data, materials, and Products that shall
become part of the specified Markets, or the Work whether any of the same is in
a partial state of completion or completed condition (if not already vested in
Reliance by the provisions of the Documents);


(c)                                  Take temporary
possession and control of all of the Vendor’s installation equipment,
machinery, and the Vendor’s materials, supplies, Software and any and all tools
at any project site including, but not limited to, any Network Location, within
the specified Markets that in Reliance’s opinion, are necessary to finish the
Work, subject to any enforceable licenses related thereto or any
confidentiality restrictions otherwise contained in these General Terms;


(d)                                 Direct that the
Vendor assign its Subcontractor agreements to Reliance without any change of
price or conditions therein or penalty or payment therefore to the full extent
permitted by such agreement or agreements; or


(e)                                  Take over and
finish the Work by whatever reasonable methods Reliance may deem expedient;


provided, that nothing contained in clauses
(a) through (e) above shall require the Vendor to relinquish to Reliance any of
its manufacturing facilities, specific Product designs (other than such designs
previously provided to Reliance pursuant to the terms of the Documents), trade
secrets or proprietary information not previously provided or made available to
Reliance, the Market or any part thereof or any materials, supplies,
inventories, tools, software, engineering and/or designs that are not integral
or relevant to the completion of the Work.


23.1.5                            Upon such
notification of termination, the Vendor shall immediately discontinue all of
the Work (unless such notice of termination directs otherwise), and, as more
fully set forth in Section 23.1.4, deliver to Reliance copies of all data,
drawings, specifications, reports, estimates, summaries, 


 


95

















 




and such other information, and materials as may have been accumulated by the
Vendor in performing the Work, whether completed or in process.  Furthermore, the Vendor shall assign,
assemble and deliver to Reliance all purchase orders and Subcontractor
agreements (and in connection with such agreements, to the full extent
permitted by such agreements) requested by Reliance.


23.1.6                            In the event
Reliance terminates the Documents pursuant to Section 23.1.2, the Vendor shall
not be entitled to receive further payment, other than payments due and payable
under the Documents and not subject to dispute prior to such termination (with
disputed payment obligations being subject to the dispute resolution provisions
of Section 22).  Notwithstanding
anything herein to the contrary, Reliance may withhold payments, if any, to the
Vendor for the purposes of offset of amounts owed to Reliance pursuant to the
terms of the Documents until such time as the exact amount of damages due to
Reliance from the Vendor is fully determined; provided, however, that the
amount of any such offset pursuant to this Section 23.1.6 shall not be greater
than the amounts otherwise owed to the Vendor and claimed hereunder.


23.1.7                            In the event of
a termination due to a Vendor Event of Default, Reliance shall be entitled to
the costs in connection with finishing the Work (exclusive of any late fees or
penalties already paid and/or owing to Reliance upon termination of the
Documents), and if such costs exceed the unpaid balance of the prices hereunder
for such Work, the Vendor shall be liable to pay such excess to Reliance.  The amount to be paid by the Vendor pursuant
to this Section 23.1.7 shall survive termination of the Documents.


23.2        Vendor’s Right of Termination.


The
Vendor shall have the option to suspend or terminate the Documents without any
penalty or payment obligations, other than undisputed outstanding payment
obligations relating to the Work performed by Vendor as of the date of any such
termination (with disputed payment obligations being subject to the dispute
resolution provisions of Section 22) pursuant to the terms of the Documents if:


23.2.1                            Reliance (i)
files a voluntary petition in bankruptcy or has an involuntary petition in
bankruptcy filed against it that is not dismissed within sixty (60) days of
such involuntary filing, (ii) admits the material allegations of any petition
in bankruptcy filed against it, (iii) is adjudged bankrupt, or (iv) makes a
general assignment for the benefit of its creditors, or if a receiver is
appointed for all or a substantial portion of its assets and is not discharged
within sixty (60) days after his appointment, and any such filing, proceeding,
adjudication or assignment as described herein above shall otherwise materially
impair Reliance’s ability to perform its obligations under the Documents;


 


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23.2.2                            Reliance
commences any proceeding for relief in any court under any state insolvency
statutes; or


23.2.3                            The Vendor
shall have the option to suspend the Vendor’s performance of Work (other than
Services for which Reliance has paid in advance) if Reliance fails to make
payments of undisputed amounts in excess of U.S. Dollars four million
($4,000,000) due to the Vendor pursuant to the terms of the Documents that are
more than fifteen (15) days overdue; provided, that such failure has continued
for at least thirty (30) days after the Vendor has provided written notice to
Reliance of its right and intent to so suspend on account of such overdue
amount (which written notice with respect to any overdue undisputed amounts may
be given no earlier than forty-six (46) days after date of receipt of relevant
conforming invoice along with all supporting documents)


23.3        Continuing Obligations; Survival.


Notwithstanding
anything to the contrary in the Documents, termination or expiration of the
Documents for any reason (i) shall not relieve either Party of its obligations
with respect to the confidentiality of the Proprietary Information as set forth
in Section 24.14, (ii) shall not relieve either Party of any obligation that
expressly or by implication survives termination, and (iii) except as otherwise
provided in any provision of these General Terms expressly limiting the
liability of either Party, shall not relieve either Party of any obligations or
liabilities for loss or damage to the other Party arising out of or caused by
acts or omissions of such Party prior to the effectiveness of such termination
or arising out of its obligations as to portions of the Work already performed
or of obligations assumed by the Vendor prior to the date of such termination.  In addition to, and in no way limiting the
foregoing, Section 15, Section 19.1, Section 20, and Sections 22, 24.2, 24.5,
24.10, 24.12, 24.14 and 24.18 shall survive termination or expiration of these
General Terms, in addition to any other provisions that by their content are
intended to survive the performance, termination, expiration or cancellation of
these General Terms.


SECTION 24.       MISCELLANEOUS


24.1        Amendments.


The
terms and conditions of the Documents, including the provisions of these
General Terms, may only be amended by mutually agreed amendments.  Each amendment shall be in writing and shall
identify the provisions to be changed and the changes to be made.  Amendments of the Documents shall be signed
by duly authorized representatives of each of the Vendor and Reliance as set
forth in these General Terms.


24.2        Offset.


Either
Party may offset, deduct or retain out of any monies, which may be due or
become due to the other Party hereunder or otherwise, any amounts such other
Party owes to such first Party hereunder.


 


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24.3        Assignment.


24.3.1                            Except as
otherwise permitted herein, neither the Documents nor any portion thereof may
be assigned by Reliance without the express prior written consent of the Vendor,
such consent not to be unreasonably withheld, conditioned or delayed.  Except as otherwise permitted herein,
neither the Documents nor any portion hereof may be assigned by Vendor without
the express prior written consent of Reliance, which may be withheld,
conditioned or delayed at the sole discretion of Reliance.  Notwithstanding the foregoing, Reliance may,
without the prior consent of the Vendor, assign its rights under all or any
portion of the Documents to any of Reliance’s Affiliates, direct or indirect
successors, parent and may collaterally assign its rights under the Documents
to any or all financial institutions providing financing for any part of the
Broadband Access Reliance Network.  The
foregoing rights and obligations are in addition to those set forth in Section
24.3.3 below.  No assignment by the
Vendor of all or any portion of the Documents or any of the Vendor’s
obligations under any of the Documents shall release the Vendor from liability
for the full performance of all of Vendor’s obligations under the Documents,
unless otherwise expressly agreed by Reliance in writing. No assignment by
Reliance to its Affiliates, direct or indirect successors or parent or a
financial institution of this Broadband Access Equipment Contract or any of
Reliance’s obligations under this Broadband Access Equipment Contract shall
release Reliance from liability for the full performance of all of Reliance’s
obligations under this Broadband Access Equipment Contract, unless otherwise
expressly agreed by the Vendor in writing. Any attempted assignment in
violation of Section 24.3 shall be null and void.


24.3.2                            The Parties
agree that Reliance may enforce the provisions of the Documents regarding
assignment by an action for injunction or other equitable remedies.


24.3.3                            Subject to the
foregoing, the Documents shall bind and inure to the benefit of the Parties,
their successors and permitted assigns.


24.4        Notices.


Any
notice, request, consent, waiver or other communication required or permitted
hereunder shall be effective only if it is in writing and shall be deemed
received by the Party to which it is sent (i) upon delivery when delivered by
hand, (ii) three days after being sent, if sent with all sending expenses
prepaid, by an express courier with a reliable system for tracking delivery,
(iii) when transmitted, if sent by confirmed facsimile, or (iv) 14 days after
the date sent, if sent by certified or registered mail, postage prepaid, return
receipt requested, addressed as follows:


If to Reliance:


 


[***]


 


 


98

















 


 


If
to the Vendor:

Chuck Farrell

UTStarcom Inc.

1275 Harbor Bay Parkway

Alameda, California 94502, U.S.A.


 


With
a copy to:

Russell Boltwood

UTStarcom Inc.

1275 Harbor Bay Parkway

Alameda, California 94502, U.S.A.


 


24.5        Independent Contractor.


24.5.1                            Nothing in the
Documents shall be deemed to constitute either Party a partner, agent or legal
representative of the other Party, or to create any fiduciary relationship
between the Parties.  The Vendor is and
shall remain an independent contractor in the performance of the Work,
maintaining complete control of its employees, agents, Subcontractors and
operations required for performance of the Work.  The Documents shall not be construed to create any relationship,
contractual or otherwise, between Reliance and any Subcontractor, except to
establish Reliance as a third party beneficiary of the contracts with
Subcontractors.


24.5.2                            The Vendor
shall be responsible for its employees’ compliance with Applicable Laws while
performing all Work under the Documents. 
The Vendor has the responsibility for, and control over, the means and
details of performing the Services, subject to Reliance’s inspection.  The Vendor shall provide all training,
hiring, supervising, hours of work, work policies and procedures, work rules,
compensation, payment for expenses and discipline and termination of its
Subcontractors and employees.  Reliance
shall incur no responsibility or obligation to employees, agents,
Subcontractors or other parties utilized by the Vendor to perform the Work set
forth in the Documents.  Such person or
parties shall, at all times, remain employees, agents or Subcontractors
(whichever is applicable) of the Vendor. 
The Vendor shall indemnify and defend Reliance from all claims by any
person, government or agency relating to payment of taxes and benefits to
employees, agents, Subcontractors or other parties utilized by the Vendor.


24.6        Inducements


Vendor
represents and warrants that it has not given and will not give commissions,
payments, kickbacks, lavish or extensive entertainment, or other inducements of
more than minimal value to any employee or agent of Reliance in connection with
this contract.  Vendor also represents
and warrants that, to the best of its knowledge, no officer, director,
employee, agent or representative of Vendor has given any such payments, gifts,
entertainment or other thing of value to any employee or agent of
Reliance.  Vendor also acknowledges that
the giving of any such payments, gifts, entertainment, or other thing of value
is 


 


99

















 


strictly
in violation of Reliance’s policy on conflicts of interest, and may result in
the cancellation of this and all future contracts between the parties.


24.7        Headings.


The
headings given to the sections, sub-sections, chapters, paragraphs and other
sub-divisions herein are inserted only for convenience and are in no way to be
construed as part of the Documents or as a limitation of the scope of the
particular sections, sub-sections, chapters, paragraphs and other sub-divisions
to which the heading refers.


24.8        Severability.


Whenever
possible, each provision of the Documents shall be interpreted in such a manner
as to be effective and valid under such Applicable Law, but, if any provision
of the Documents shall be held to be prohibited or invalid in any jurisdiction,
such provision shall be deemed to be restated to reflect as nearly as possible
the original intentions of the Parties in accordance with Applicable Laws.  The remaining provisions of the Documents
shall remain in full force and effect and the prohibited or invalid provision
shall remain in effect in any jurisdiction in which it is not prohibited or
invalid.


24.9        Waiver.


Unless
otherwise specifically provided by the terms of the Documents, no delay or
failure to exercise a right resulting from any breach of the Documents shall
impair such right or shall be construed to be a waiver thereof, but such right
may be exercised from time to time as may be deemed expedient.  All waivers shall be in writing and signed
by the Party waiving its rights.  If any
representation, warranty or covenant contained in the Documents is breached by
either Party and thereafter waived by the other Party, such waiver shall be limited
to the particular breach so waived and not be deemed to waive any other breach
under the Documents.


24.10      Public Statements.


The Vendor shall not and shall not permit its
Subcontractors to issue any public statement, except as stated below, relating to
or in any way disclosing any aspect of the Work, including the scope, extent or
value of the Work.  The express written
consent of Reliance is required prior to the invitation of or permission to any
reporter or journalist to enter upon the Broadband Access Reliance Network or
any part thereof.  The Vendor agrees not
to use for publicity purposes any photographs, drawings and/or materials
describing the Broadband Access Reliance Network, or any portion thereof, without
obtaining the prior written consent of Reliance.  This Section 24.10 is not intended to exclude the provision of
necessary information to prospective Subcontractors and the Vendor’s
personnel.  All other such public
disclosures require the written consent of Reliance.  The obligations of the Parties under this Section 24.10 are in
addition to their respective obligations pursuant to Section 24.14.


 


 


100

















 


24.11      Records and Communications.


To
the extent not already established, promptly after the Work begins, procedures
for keeping and distributing orderly and complete records of the Work and its
progress shall be established by the Parties. 
The procedures so established shall be followed throughout the course of
the Work unless Reliance and the Vendor mutually agree in advance in writing to
revise such procedures.


24.12      Specifications.


24.12.1                      Neither the
Vendor nor any Subcontractor, nor any other Person performing or furnishing the
Work, whether or not under a direct or indirect contract with Reliance, shall
have or acquire any title to or ownership rights in any of the Specifications,
or in any other part or portion of the Documents (or copies of any of the
Specifications or the Documents); and no such Party shall re-use any of the
Specifications on and/or with respect to any other project without the prior
written consent of Reliance.  The
Specifications and the Documents (and any and all copies thereof), are owned by
and title resides in Reliance, unless otherwise agreed between Reliance and any
other Person.  Notwithstanding anything
contained in this Section 24.12 to the contrary, Reliance shall not acquire any
patent, copyright or trade secret rights as a result of these General Terms,
except pursuant to licenses and other approvals provided in connection with the
performance of the Work and except to the extent that a non-exclusive license
of any of the Vendor’s patent, copyright or trade secret rights is required to
perform the Work and as further provided for in the Documents.


24.12.2                      Reliance
acknowledges that parts of the Specifications are comprised of specifications
prepared by the Vendor and that the Vendor contributed significantly to many
other portions thereof.  Reliance also
acknowledges that, during the normal design, evolution and development process,
portions of the Specifications may appear in design and procurement documents
prepared by the Vendor in its normal course of business; provided, however,
that Reliance shall have no liability for any third party claims for contributor
infringement or the like with respect to such Specifications prepared by the
Vendor or portions thereof to which the Vendor contributed significant portions
or use and the Vendor shall hold Reliance harmless from any such third party
claims.


24.13      Financing Parties Requirements.


The
Vendor acknowledges that Reliance represents that attainment of financing for
construction of the Broadband Access Reliance Network may be subject to
conditions that are customary and appropriate for the providers of such financing.  Therefore, the Vendor shall execute promptly
any reasonable amendment to or modification of the Documents required by such
providers (including, without limitation, any pertinent industrial development
authority or other similar governmental agency issuing bonds for financing of
any portion of the Broadband Access Reliance Network) in order to obtain such
financing, 


 


101

















 


and
Reliance shall reimburse the Vendor for related reasonable actual out-of-pocket
costs incurred by the Vendor.  The
Vendor shall be responsible for and pay all costs as a result of the Vendor’s
or its Subcontractors’ failure to promptly comply with the request for any such
modification or amendment made by any provider of financing described in this
Section 24.13.


24.14      Confidentiality.


24.14.1                      All information
including, without limitation, all oral and written information, disclosed by a
Party to the other Party is deemed to be confidential, restricted and
proprietary to the disclosing Party (hereinafter referred to as “Proprietary
Information”); provided, that in order for Vendor to invoke the provisions of
this Section 24.14 with respect to information disclosed by Vendor to Reliance,
the Vendor shall, (i) identify any and all written Proprietary Information by
placing the word “CONFIDENTIAL” conspicuously on such material or otherwise
mark such material so as to clearly indicate such material is in fact
confidential and (ii) identify any and all oral Proprietary Information by reducing
such disclosed oral Proprietary Information to a writing that conforms to
clause (i) immediately above within seventy-two (72) hours of such disclosure
by the Vendor.  Each Party agrees to use
the Proprietary Information received from the other Party only for the purpose
of the applicable Documents.  Except as
specified in the Documents, no other rights or licenses to trademarks,
inventions, copyrights, patents, or any other intellectual property rights are
implied or granted under the Documents or by the conveying of Proprietary
Information between the Parties. 
Proprietary Information supplied is not to be reproduced in any form
except as required to accomplish the intent of, and in accordance with the
terms of, the Documents.  The receiving
Party shall provide the same care to avoid disclosure or unauthorized use of
Proprietary Information as it provides to protect its own similar proprietary
information.  All Proprietary
Information shall be retained by the receiving Party in a secure place with access
limited to only such of the receiving Party’s employees or agents who need to
know such information for purposes of the Work and the Documents and to such
third parties as the disclosing Party has consented to by prior written
approval.  All Proprietary Information,
including all copies of such information, unless otherwise specified in writing
(x) remains the property of the disclosing Party, (y) shall be used by the
receiving Party only for the purpose for which it was intended, and (z) shall
be returned to the disclosing Party or destroyed after the receiving Party’s
need for it has expired or upon request of the disclosing Party, and, in any
event, upon expiration or termination of the Documents.  At the request of the disclosing Party, the
receiving Party shall furnish a certificate of an officer of the receiving
Party certifying that Proprietary Information not returned to disclosing Party
has been destroyed.  For the purposes
hereof, Proprietary Information does not include information that:


(a)                                  is published or
otherwise in the public domain through no fault of the receiving Party at the
time such information was received by the receiving Party;


 


102

















 


(b)                                 prior to
disclosure to the receiving Party, is properly within the legitimate possession
of the receiving Party as evidenced by reasonable applicable documentation;


(c)                                  subsequent to
disclosure to the receiving Party, is lawfully received from a third party
having rights in the information without restriction of the third party’s right
to disseminate the information and without notice of any restriction against
its further disclosure;


(d)                                 is
independently developed by the receiving Party, by itself or through parties
who have not had, either directly or indirectly, access to or knowledge of such
Proprietary Information;


(e)                                  is transmitted
to the receiving Party after the disclosing Party has received written notice
from the receiving Party that it does not desire to receive further Proprietary
Information; or


(f)                                    is obligated to
be produced under order of a court of competent jurisdiction or other similar
requirement of a Governmental Entity, provided that the Party required to
disclose the information provides the other Party with prior notice of such
order or requirement.


24.14.2                      Notwithstanding
any provision to the contrary, Reliance may disclose, as necessary or required
under Applicable Law, the Vendor’s Proprietary Information to Governmental
Entities within the Republic of India, and financial institutions and insurance
companies to the extent necessary or desirable for Reliance or any Reliance
Affiliate to obtain financing or insurance. 
Reliance shall request that such Governmental Entities within the Republic
of India, and financial institutions and insurance companies shall maintain
such information in confidence.  Vendor
may disclose, as necessary or required under Applicable Law, Reliance’s
Proprietary Information to Governmental Entities within the Republic of India
and insurance companies to the extent necessary or desirable for Vendor or any
Affiliate of Vendor to obtain insurance. 
Vendor shall request that such Governmental Entities within the Republic
of India and insurance companies shall maintain such information in confidence.


24.14.3                      Because damages
may be difficult to ascertain, the Parties agree that, without limiting any
other rights and remedies specified herein, an injunction may be sought against
the Party who has breached or threatened to breach this Section 24.14.


24.15      Entirety of Contract; No Oral Change.


The
Documents referenced herein constitute the entire contract between the Parties
with respect to the subject matter hereof and thereof, and supersede all
proposals, oral or written, all previous negotiations, and all other
communications between the Parties with respect to the subject matter
hereof.  No modifications, alterations
or waivers of any provisions herein 


 


103

















 


contained
shall be binding on the Parties hereto unless evidenced in writing signed by
duly authorized representatives, of both Parties as set forth in Section 24.1.


24.16      Publicity


Both
Parties shall submit to the other, all advertising, written sales promotion,
press releases, other publicity matters and public announcements relating to
the Documents where the name, identity or mark of such other Party, an
Affiliate or any User is disclosed or mentioned or from which the connection of
said name or mark may be inferred or implied, and the publishing Party shall
not publish or use such advertising, sales promotion, press releases, publicity
matters or public announcements without submitting the full text and format to
the other Party for review and prior written approval.


24.17      Change of Control of the Vendor.


24.17.1                      In the event
(a) the Vendor consolidates with or merges with or into any other Person or
conveys, transfers or leases all or substantially all of its assets to any
Person or Persons, or (b) Vendor or Parent conveys, transfers or distributes a
business or assets that includes the supply of the Products and Services
provided to Reliance under the Documents (the “Broadband Access Business”), or
(c) any Person (either alone in conjunction with such Person’s Affiliates)
directly or indirectly own or acquire fifty percent (50%) of the voting
interest of the Vendor where such Person (or any of its Affiliates) directly or
indirectly did not own as of the Effective Date in excess of ten percent (10%)
of such voting interest (in the case of (a), (b) or (c) above the surviving
entity or entity that acquires Vendor’s assets or the Broadband Access Business
or such Person or group being referred to as the “Vendor’s Succeeding Entity”),
and in any case if:


(a)                                  the Vendor’s
Succeeding Entity does not agree, in writing to assume all of the obligations
of the Vendor under these Documents; or


(b)                                 Reliance is not
satisfied, in its sole discretion, with the transaction, based on (A) the
creditworthiness of the Vendor ‘s Succeeding Entity, (B) whether the Vendor’s
Succeeding Entity is a competitor of Reliance and (C) whether in Reliance’s
judgment the Vendor’s Succeeding Entity will be able to fulfill all of the
obligations of Vendor under the Documents, (including without limitation
providing Reliance with a guarantee from a creditworthy entity in such a  form acceptable  to Reliance)


then Reliance shall have the right to
terminate all or any part of the Documents, in Reliance’s sole discretion in
accordance with Section 23.1.2.


24.18      Non-Recourse.


The
Parties understand and agree that none of the direct or indirect shareholders,
equity holders, limited or general partners, owners, directors, employees or
representatives of 


 


104

















 


Reliance,
nor any Reliance Affiliates shall guarantee or otherwise be in any way liable
with respect to any obligations or liabilities of Reliance or any of its
subsidiaries pursuant to the Documents. 
The sole recourse of the Vendor for satisfaction of the obligations of
Reliance under the Documents shall be against Reliance and Reliance’s assets.


24.19      Further Assurances.


The
Parties shall execute and deliver all reasonable further instruments and
documents, and take all reasonable further action, including, but not limited
to, assisting Reliance in filing notices of completion with the appropriate
state, provincial and local lien recording offices, that may be necessary or
that either of the Parties may reasonably request in order to enable such Party
to meet its respective obligations under the Documents or the Vendor’s
performance of the Work or to effectuate the purposes or intent of the
Documents.


24.20      Counterparts.


The
Documents may be executed on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.


24.21      Time is of the Essence.


Time
is of the essence with respect to each of the Vendor’s responsibilities under
the Documents.


24.22      Construction


Each
Party represents, warrants and acknowledges that it has been represented by
effective counsel and that the Documents will not be construed in favor of or
against either Party due to that Party’s drafting of the Documents.


24.23      Improvements, Inventions and Innovations


All
rights in any improvements, inventions, and innovations made solely by Reliance
shall vest in Reliance, and Reliance shall have the right to exploit such
improvements, inventions, and innovations. 
All rights in any improvements, inventions and innovations made solely
by the Vendor shall vest in the Vendor, and the Vendor shall have the right to
exploit such improvements, inventions and innovations.  All rights in any improvements, inventions
and innovations made by the substantial contribution of both Parties (“Joint
Improvement”) shall vest jointly in both parties. Joint Improvement does not
include Custom Work Software or any underlying information owned by one of the
parties prior to commencement of such joint activities or developed beyond the
scope of such joint activities, including Products and Product information,
technical information or inventions developed prior to the commencement of any
joint activities, developed outside of the scope of such joint activities or
developed solely by either Party.  The
rights of joint ownership to such Joint Improvement shall be rights of full
non-exclusive worldwide ownership, including rights to license and
transfer.  Each Party may exploit its
rights to the Joint Improvement independent of the other and may retain all
economic benefits thereof, neither Party shall have any obligation to account
to the other for profits derived from 


 


105

















 


the
Joint Information and each Party shall have full rights to enforce the Joint
Information intellectual property rights against non-authorized users.


 


 


*  * 
*  *  *


 


 


 


 


106

















 


 


RELIANCE
AND THE VENDOR HAVE READ THESE GENERAL TERMS INCLUDING ALL SCHEDULES AND
EXHIBITS ATTACHED HERETO AND AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS
HEREOF AND THEREOF.


 


IN WITNESS
WHEREOF, the Parties have executed these General Terms as of
the date first above written.


 


 


	
   

  	
  RELIANCE
  INFOCOMM LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Prakash C. Bajpai

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Date:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ S. Ramesh

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Date:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UTSTARCOM
  INC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael J. Sophie

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Date:

  



 


 























Schedule 1


 


 


 


[NOT
USED]


 


 

















 


Schedule 2


 


Insurance


 


SCOPE OF INSURANCE COVER REQUIRED BY RELIANCE FROM THE VENDOR
FOR THE INITIAL BROADBAND ACCESS RELIANCE NETWORK


 


 


1.                                       The Vendor
shall offer insurance cover for all Products supplied till Acceptance.  The cover also should include spares if any
and any risk of damage or loss during transit, temporary storage and permanent
storage.  The cover also will include
delivery to Test Bed Laboratory and all operations thereat. The premium for
covering marine cum erection from CFA delivery point up to Acceptance shall be
reimbursed by Reliance to the Vendor.


 


 


2.                                       The insurance
cover should include costs of all Services including installation,
commissioning and testing and other per diem costs.


 


3.                                       Insurance
should cover risks from the Vendor’s warehouse/ up to the Site to the point of
handing over of the system to the Operation and Maintenance team after
Acceptance.


 


4.                                       Vendor should
keep adequate spare Products ready at overseas/Indian storage points to be able
to ship out in case there is any calamity in any Site.


 


5.                                       The Marine
insurance should provide coverage of all risks of loss or damage to
consignments as per Institute Cargo Clause-A and War and Strikes, Riots, and
Civil Commotion clauses.


 


6.                                       The policy
shall cover the respective interests of Vendor and Reliance so that claims get
settled accordingly.


 


7.                                       For periods
other than transit, the items should be covered for all types of loss/damage
including breakdown to the Products. 
Accident to the items supplied due to damage to facilities and
surrounding items should also be covered. 
The cover provided should also take care of any loss due to the Vendor’s
negligence during warranty period, even after handing over the properties to
the Operation and Maintenance team.


 


8.                                       Third party
liability insurance cover should be provided by the Vendor by an amount not
less than [***].


 


9.             Cover should
include any accidental damage/breakdown to the Products due to any inadvertent
act or other accidental causes until Substantial Completion of the Initial
Broadband Access Reliance Network to the extent it relates to Vendor’s Products
and Services and products and services provided by Third Party Providers as set
forth in the Specifications.


 


10.                                 The Vendor
shall in addition maintain other insurances, including worker’s compensation,
employer liability, medical, and insurance coverage against physical loss or
damage to Vendor’s equipment, and the Test Bed Laboratory.


 

















 


Schedule 3


Reliance Policies


 


 


 


 


 

















 


 


Project
Procedures


 


A—   PAF & Roster
Process


B—   Business Travel
Process


C—   Time Reporting /
Invoicing Process


 


 


 





Reliance
Infocomm Ltd


 


 


 

















 


 


A-PAF &
Roster Process


1.0          Purpose
of Instruction


 


This instruction documents
the process for the addition, deletion or modification of CONTRACTOR personnel
on the Reliance program.  In addition,
it provides Reliance with an up to date record of these individuals approved to
apply time to the contract.


2.0          Responsibility


 


Responsibility for the
upkeep and updating of this process shall be with the CONTRACTOR, including the
responsibility of generation of PAF (Personnel Authorisation Form) for
Reliance’s approval in advance:


 


Reliance will update and
maintain PAF form folder.


3.0          Approval
of Items


 


This process instruction can
be modified by Reliance.  The CONTRACTOR
shall carry out those modifications. 
The PAF form (given in Annexure-I) will be prepared by the CONTRACTOR
and submitted for approval to Mr. Prakash Bajpai before any personnel is booked
to the Reliance contracts referred to above. 
Reliance may at its sole discretion refuse to approve the PAF without
assigning any reason.  The PAF shall
give details related to budgeted cost and days and shall be in line with the
organisation chart provided and it should give reference of the same.  PAF shall indicate any excess over the
project plan.  It is mandatory that
every PAF be accompanied by a CV.  Any
change in start / end dates will also require Reliance’s approval.


4.0          Updation


 


This procedure shall not be
continuously updated.  Recommended
changes are encouraged Proposed changes should be addressed to CONTRACTOR’s
Project Manager.  Updation will be on a
periodical basis


5.0          Roster
Information


 


The following information is
required to be kept in each record of the roster file, which will be provided,
once in every two week to Mr. Prakash Bajpai or any alternative personnel of
Reliance, designated from time to time. 
The information shall be sorted by Project name.


 


 


1

















 


 


	
  Sr. No

  	
   

  	
  Name

  	
   

  	
  Project
  Name

  	
   

  	
  Grade

  	
   

  	
  Actual/Sch.
  Start Date

  	
   

  	
  Actual/Sch.
  End Date

  	
   

  	
  Period for
  which PAF is Approved

  	
   

  	
  Location

  	
   

  	
  Contract
  Lead

  	
   

  	
  Part time/
  Full time.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


After perusal of the report,
Reliance may require CONTRACTOR to carry out modifications/corrections
CONTRACTOR shall carry out the modifications/corrections required by Reliance.


6.0          The PAF form, using the Department field should
clearly state if the person proposed to be engaged is


 


•      an employee of CONTRACTOR (or)


•      proposed to be hired from market by
CONTRACTOR or any of its associates (or)


•      proposed to be engaged through a
sub-contractor & who is such sub-contractor.


7.0          Changes
in CONTRACTOR’s Personnel


 


CONTRACTOR shall forthwith
demobilise any of its Personnel found unsuitable by Reliance for the job [***]
and replace the position through the PAF procedure [***].


 


Any Personnel on the
Reliance job will not be changed by the CONTRACTOR unless the change is due to
resignation/illness/termination of services or by mutual agreement between
Reliance and CONTRACTOR.


8.0          References


 


Reliance Infocomm Ltd
Project Process Instructions


Construction Supervisory
Services Contract - Business Travel Process, PM-003, Latest Version


Time Reporting / Invoicing
Process, PM-004, Latest Version


 


 


 


2

















 


B) BUSINESS TRAVEL PROCESS 


1.0          Purpose
of Instruction


 


This procedure documents the
process for travel on the program by the CONTRACTOR including lodging and
boarding as follows:


 


•              For travel to/from India as per
requirements envisaged


•              For travel within [xxxx] and to
areas other than India


2.0          Scope:


 


•      To provide instruction for travel by
CONTRACTOR’s personnel (including its subcontractors, vendors etc.)


 


•      To provide guidelines for completion of
Travel Expense Reports and Business Visit Reports.


3.0          Responsibility.


 


•      Responsibility for the upkeep and updating
of this process shall be Reliance.


 


•      Responsibility for the upkeep and updating
of the Program Travel Authorization


Request found in Attachment
l -of this document with CONTRACTOR upon Request to modify by Reliance.


4.0          Approval
of Items


 


This process instruction can
be modified by Reliance.  The CONTRACTOR
shall carry out those modifications.


5.0          Updation


 


This procedure shall not be
continuously updated.  Recommended
changes are encouraged Updation will be on a Periodical basis.


6.0          Instructions


a)     All CONTRACTOR’s personnel
travelling to India must obtain a visa. 
Unless otherwise instructed the visa shall be a business visa with
multiple entry.


 


 


3

















 


b)    CONTRACTOR’s personnel are
individually responsible for maintaining current visas and complying with all
regulations including penalties (if any) to renew expired visas.  If the VISA expires in India, Reliance will
provide assistance to renew the same. 
[***].  However, all efforts to
be made by the CONTRACTOR that such an eventuality does not arise.


c)     CONTRACTOR’s personnel are
individually responsible for maintaining their inoculations current.  Inoculations should be scheduled
sufficiently before the trip so that any side effects will be over prior to the
trip.


d)    CONTRACTOR’s personnel shall
complete the Program Travel Authorisation form in Attachment 1.  The approval of CONTRACTOR Project Manager
and Reliance Project Manager should be taken in advance prior to any Project
travel-taking place (international and domestic).  All travel should be at the most economical rates possible.  The approval taken should include a full
description of purpose of the business visit including name(s) of people being
visited


 


e)     The Program Travel
Authorisation Form shall be directed to Mr. Prakash Bajpai in advance of
travel.  Upon receipt Mr. Goenka shall
either approve or deny the trip, sign the form with his disposition.  Mr. N.V.S. Menon shall fax the approved form
to Contractor’s contact person via Fax and also inform the traveler by email of
the decision taken.


f)     For Travel to India:


i.      On Reliance’s approval of
the Program Travel Authorisation Form, travel plans and Passport details of the
traveler (as per Attachment 2) should be e-mailed and faxed to Reliance’s
Travel Coordinator [***] for preparation of Prepaid Ticket Advice (PTA) and
making pick-up and stay arrangements in Mumbai.


ii.     Reliance’s travel
coordinator shall arrange for two way PTA to be issued and advise the PTA
number and the airline(s) to Contractor’s contact person via fax and also to
the traveler by email.  Travel will be
by [***].  Upon arrival the return leg
of the ticket has to be exchanged for a ticket issued in INR.


iii.    Using the PTA numbers the
traveler may either obtain the ticket at the airline office or have the ticket
issued at the airport one hour before departure.  The ticket should be issued and collected prior to the original
journey date.


iv.    All travelers should
indicate the date of travel at least [***] in advance.  Bookings will be done by the airline of
choice depending on seat availability. 
Reliance may at its discretion change the Airline in case seats are not
available for the date(s) in question.


 


 


4

















 


v.     Pickup arrangement for all
the travelers shall be made by Reliance. 
The driver of the vehicle assigned shall stand outside immigration
clearance area with a placard depicting the name of the traveler.  The traveler shall ask the driver to present
a welcoming letter.  This letter is from
Reliance that welcomes you to Mumbai and refers to you by name.  If the driver can not present one, then he
is not the driver hired by Reliance and you are NOT to proceed anywhere with
that person.  This is a security
precaution to prevent problems with false drivers giving you the impression
that they are responsible to pick you up by writing your name on a placard in
an attempt to get you to ride with them.


vi.    Accommodation: Reliance has
a number of Guest houses which are at par or in some cases better than the best
available Hotels in India.  All attempts
shall be made to house the travelers in the Reliance owned Guesthouses.  The idea of this is to make the traveler
feel more at home and to avoid undue long distance commuting as most of our
guest houses are nearby to the offices. 
In certain cases if the guesthouse is not available the traveler shall
be accommodated in reasonable quality hotels. 
All accommodation will be on a single status basis only.


vii.   Upon arrival in India the
representative of the CONTRACTOR should get himself registered with the
necessary authorities in India.


viii.  All official onward travel
to other locations in India will be organised by economy class by air or air
conditioned first class by rail or air conditioned car or other mode of
transport as applicable to a Senior management level personnel of Reliance.


ix.    At locations other than
Mumbai, stay will be organised in similar quality hotels as in Mumbai, if
available, or Reliance operated guesthouses.


x.     All lodging, boarding and
laundry expenses and local travel while in India will be borne [***].  No Liquor/Tobacco are allowed to be charged
to [***].  All other expenses should be
kept within reasonable limits.


xi.    Reliance shall provide
office accommodation, secretarial assistance, including telegrams, telexes,
faxes, telephones, computers, e-mails etc. required for CONTRACTOR’s
performance in India of this Contract. 
However, all the CONTRACTORS personnel should use the telephone,
Internet and fax for usage of Reliance official work.  When put up in a hotel any personal telephone call, fax and
Internet should be paid for directly before checking out of the hotel.


 


 


5

















 


xii.   [***]


xiii.  Emergency Contact Number:


Should
travelers require assistance after having landed in Mumbai the following
Reliance employees are to be available to provide assistance:


1.     Mr. NVS Menon [Tel nos:
4916800 / 4916883 / 4916851]


2.     To Be Announced


g)    For Travel
other than to India:


i.      On Reliance’s approved
Program Travel Authorisation Form, CONTRACTOR may go ahead and arrange for
travel, on reimbursable basis.


ii.     All air travel is by
Economy Class.


iii.    Hotels of stay should be
decent without being ostentatious. 
(Holiday Inn, Hilton, Marriott equivalent)


h)    Travel expense reports shall
be prepared by all travelling personnel of CONTRACTOR, for travel other than to
India within [***] of completion of the business visit, detailing billable and
non-billable expenses.  [***].  All these expenses are expected to be
incurred at reasonable rates.  Reliance
has an option to propose to the CONTRACTOR an alternative of arranging travel
facilities directly, if possible, including material supply.  [***]. 
These expense reports along with original bills will be maintained by
CONTRACTOR, and they would be required to be produced to Reliance’s audit group
from time to time.  The photocopy of
ticket jacket, hotel bills, restaurant bills, car rentals irrespective of
amount (no lower limit) should be submitted along with the invoice raised.


i)      A trip report provides the
link between Program Travel Authorisation Request, Project Plan Instruction and
Work performed for complete transparency while billing.  These reports should be prepared within
[***] of completion of each business visit and maintained by CONTRACTOR.  Reliance’s audit group may require these
reports to be produced from time to time.


7.0          References


 


Reliance Infocomm Ltd.
Project Procedures


Technical Services Contract
—


Time Reporting / Invoicing
Process, PM-004, Latest Version


Personnel Authorization Form
& Roster Process, PM-006, Latest Version


 


 


6

















 


 


Attachment
— 1:


PROGRAM TRAVEL AUTHORISATION REQUEST


DATE OF APPLICATION:____________


 


	
  Name
  of Traveler:

  	
  :

  	
  Contractor
  Employee

  
	
  No:

  	
  :

  	
   

  
	
  Flight Itinerary (From — To)

  	
  :

  	
   

  
	
  Departure
  Airline & Flight No

  	
  :

  	
   

  
	
  Departure
  date & Time

  	
  :

  	
   

  
	
  Arrival
  Date & Time

  	
  :

  	
   

  
	
  Connecting
  Airline & Flight No

  	
  :

  	
   

  
	
  Departure
  Date & Time

  	
  :

  	
   

  
	
  Arrival
  Date & Time

  	
  :

  	
   

  
	
  Flight Itinerary (From — To)

  	
  :

  	
   

  
	
  Return
  Departure Airline & Flight No

  	
  :

  	
   

  
	
  Departure
  Date & Time

  	
  :

  	
   

  
	
  Arrival
  Date & Time

  	
  :

  	
   

  
	
  Return
  Connecting Airline & Flight No

  	
  :

  	
   

  
	
  Departure
  Date & Time

  	
  :

  	
   

  
	
  Arrival
  Date & Time

  	
  :

  	
   

  
	
   

  	
   

  	
   

  
	
  Class
  of Travel

  	
  :
  Business/Economy

  	
   

  
	
   

  	
   

  	
   

  
	
  Hotel
  Arrangements (India Travel Only)*

  	
  :

  	
   

  
	
  Date
  of Arrival

  	
  :

  	
   

  
	
  Date
  of Departure

  	
  :

  	
   

  
	
   

  	
   

  	
   

  
	
  Emergency
  Contact Information (India Travel Only)

  	
   

  	
   

  
	
  Emergency
  Contact Person

  	
  :

  	
   

  
	
  Emergency
  Contact Address

  	
  :

  	
   

  
	
  Emergency
  Contact Telephone No

  	
  :

  	
   

  
	
   

  	
   

  	
   

  
	
  Reason
  for trip

  	
  :

  	
   

  
	
   

  	
   

  	
   

  
	
  PAF
  Period

  	
   

  	
   

  
	
  To___________

  	
  :
  From__________

  	
   

  
	
   

  	
   

  	
   

  



 


	
  APPROVED

  	
  DENIED

  	
   

  
	
   

  	
   

  	
   

  
	
  REMARK

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNATURE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DATE

  	
   

  	
   

  



 


*Ensure dates are
for the day BEFORE you arrive since you will arrive at 12.30 am the following
day (i.e. if you arrive on May 9th at 12:30 am, your reservation
arrival date needs to be for May 8th).  Departure date should be for the date of departure as you leave
at 2:00 am or so (i.e. if you leave on May 12th even though you will
leave the hotel the night of May 11th)


 


 


7

















 


 


Send this completed form to Mr. N.V.S. Menon.


 


Attachment
2:


Program Travel Information
Form


	
  Name of Person on Passport

  	
  : First Name, Middle Name,
  Family

  
	
  Name

  	
   

  
	
   

  	
   

  
	
  Passport No.

  	
  :

  
	
  Place of Issue of Passport

  	
  :

  
	
  Date of Issue of Passport

  	
  :

  
	
  Validity date of Passport

  	
  :

  
	
  Nationality as mentioned
  in Passport:

  	
  :

  
	
  Date of Birth as mentioned
  in Passport

  	
  :

  
	
  Place of Birth as declared
  in Passport:

  	
  :

  
	
  Phone No

  	
  :

  
	
  Contact Address

  	
  :

  
	
  Fax Nos.

  	
  :

  
	
  Email address

  	
  :

  
	
  Visa no and date (recommend 1-year visas)

  	
  :

  



 


8

















 


C) Time Reporting and Invoicing
Process


1.0          Purpose
of Instruction


 


This instruction documents the process for
time reporting on the program comprising the contracts executed on [Date]
between CONTRACTOR & Reliance


 


All contractor personnel approved by Reliance
under the PAF and Roster Procedure (Document no. PM-006) will charge their time
to the relevant job order number assigned to the program.  This process also explains the invoicing
process required for preparation of invoice by CONTRACTOR, processing &
payment thereof by Reliance.


2.0          Responsibility


 


Responsibility for the
upkeep and updating of this process shall be with the CONTRACTOR.


 


Additional
information/documents as required by Reliance is to be provided by CONTRACTOR
in a timely manner in order to not unduly delay the invoicing process.


3.0          Approval
of Items


 


This procedure can be
modified by Reliance.  The CONTRACTOR
shall carry out those modifications.


4.0          Updation


 


Recommended changes are
encouraged.  Updation will be done on a
periodical basis on the approval of both the parties.


5.0          Job
Order Numbering & Control :


6.0          Time
Recording/Reporting Process


 


This section covers the time
recording and reporting process.


1.     CONTRACTOR personnel shall
record their time in the CONTRACTOR’s system (CONTRACTOR’s internal
recording/reporting system) on a daily basis.


2.     CONTRACTOR shall prepare
and submit weekly time sheets along with summary for approval by Reliance’s
designated authority — i.e., Mr. ----------. 
Before submission of the invoice to Reliance CONTRACTOR shall ensure
that the billing is as per the contract. 
CONTRACTOR’s finance personnel shall check the summary and forward it to
Reliance for their approval.  Invoicing
will not be done by the CONTRACTOR till the summary is approved by Reliance.


 


 


9

















 


7.0                          Invoicing Process :


 


                This section
covers the invoicing process in detail:


 


[***]


 


The invoice format found in
Attachment I is the cover invoice that CONTRACTOR will use.  [***]. 
The format is the same for off-shore/on-shore except that for on-shore
services components (B) & (C) will be absent.


8.0          Invoicing
for onshore & offshore work


a)     Separate invoices shall be
prepared for on-shore work, and offshore work. 
Invoices should bear the Contract number.  The invoice should be supported with timesheets duly signed by
Reliance designated representative, this invoice will be only for Reliance
approved man-hours actually worked on the job based on daily rates as per
contract.  Along with the invoice a
report (or reports) has to be attached in line with the project plan work
undertaken for the billing month concerned. 
The invoice shall be submitted to the address mentioned in the Contract:


 


The invoice will cover all
approved visits to India and back-up information to be provided along with the
invoices as follows.  Documents numbered
I to IV below should be submitted with the first invoice and the rest with all
the subsequent invoices:


I.      Certificate of
Incorporation/Registration of CONTRACTOR’s company.


II.    CONTRACTOR’s Tax Residency
Certificate*


III.   No Permanent
Establishment(PE) in India Certificate*


IV.   Authorization letter to make
an application to Income Tax Department in India seeking tax clearance for
remittance of fees to CONTRACTOR under the captioned agreement.*


V.    Original Timesheets duly
signed by CONTRACTOR and Reliance’s representative.


VI.   Receipts as required.


VII.  Personal detail page, Indian
visa page and entry / exit stamps of the passport.


VIII. Copy of Business Visit Report [Refer Document No. 003, the
Business Travel Process]


 


* Specimen Formats enclosed.


b)    The invoice for offshore and
on-shore services shall not contain any other element of charge, including
charge towards visa, inoculation, withholding or other taxes, including taxes
on account of CONTRACTOR’s Employees.


c)     Reliance shall make the
payment for the invoice in [***] time from the date of Reliance’s approval of
the invoice, as being in conformity with these 


 


 


10

















 




instructions.  Reliance shall approve
the Invoice after all the clarifications/information etc if any needed are
given by the CONTRACTOR to Reliance.


9.0          Other
conditions


1.     The material that has been
already invoiced to Reliance will be owned by Reliance and the same will be
transferred and delivered to Reliance at the conclusion of the work.


2.     Reliance or its
representative can examine all books/records/accounts/other documentation of
the CONTRACTOR to verify the amounts charged to Reliance.


3.     CONTRACTOR is responsible
for taking out and maintaining Insurance policies for all its personnel.


10.0        Deliverables: Contractor to give list of deliverables
given during the Invoicing period v/s what was planned in Task Order.


11.0        References


Reliance Infocomm Limited
Project Procedures


Construction Supervisory
Services Contract —


Business Travel Process,
PM-003, Latest Version


Personnel Authorization Form
& Roster Process, PM-006, Latest Version


 


 


 


11

















 


Schedule 4


Pro-forma Purchase
Order


 


 

















 


 


Reliance Infocomm
Limited


[***]


 


PURCHASE ORDER FORM


VENDOR


	
  167315

  UTSTARCOM INC.

  	
  Purchase Order No. XW2/

  Date:

  
	
   

  	
   

  
	
  1275, Harbour Bay Parkway,

  Alameda, California,

  Pin-94502 USA

  	
   

  
	
   

  	
  Total number of pages:

  
	
  Phone:

  Fax:  0015108648802

  E-Mail:

  Attention:  Chuck Farrel

  	
   

  



 


Prices
of the individual items are indicated in the Exhibit A against each item
of the equipment.  The information
contained herein is confidential and is not to be released or disclosed for any
other use or purpose other than for the execution of this Purchase Order.  The supply and delivery instructions are
annexed herein.  Vendor shall mean
UTSTARCOM INC. and Reliance Infocomm Limited shall be referred to as
“Reliance”.


 


	
   

  	
  TOTAL PO Value:  USD _____________ for the Equipment listed
  in the “EXHIBIT-A”

  
	
   

  	
   

  
	
  Delivery Terms:  FCA _______________

  	
  (Value in Words):  USD ___________________

  
	
   

  	
   

  
	
  Payment:
  _________________________

  	
  RELIANCE INFOCOMM LTD.

  
	
   

  	
   

  
	
  Pre-Dispatch Inspection
  (PDI) required:

  No/Yes.

  	
   

  
	
   

  	
  Authorized
  Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
  For detailed Terms and
  Conditions, please refer Enclosures.

  	
  VENDOR’S
  ACCEPTANCE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  



 


 


2

















 


Purchase
Order No. XW2/


 


EXHIBIT “A”


 


 


 


 

















 


Purchase
Order No. XW2/


 


Supply and Delivery Instructions:


 


Vendor
must not ship any Product until receipt of a shipment release note, definite
shipping instructions and SCN number. 
Partial shipment is strictly prohibited unless agreed in writing by
Reliance.


 


1.0           COMMUNICATION


All communications, correspondence and documentation
requested in this purchase order except those in item-3(A) below, shall be
addressed as follows:


 


Procurement
related


 


[***]


 


Shipping
and Logistics; related


 


[***]


 


2.0           DELIVERY TERMS


 


Vendor shall deliver the
Products export packed as per standard international packing and marked in
accordance with the packaging and shipping instructions.  The Equipment will first be delivered to the
Reliance freight forwarder at Shanghai International Air Port.  Vendor shall have to provide Reliance with
the detailed shipment schedules for the Equipment within [***]. of receipt of
this Purchase Order.


 


3.0           SHIPPING DOCUMENTS


 


A.            Before effecting Shipment Vendor
shall submit, One (1) copy of the draft invoice and packing list, for approval
to Reliance at the following address:


 


Reliance Infocomm Limited


 


[***]


 


After receipt of SCN number and shipping Instructions such as freight
forwarder details, port of shipment and related information, Vendor shall
proceed with the shipment.  Vendor shall
ensure ETD/ETA of the goods to Reliance, as soon as the respective SCN’s are
allotted by Reliance.


 


The Products shall be:


 


 


2

















 


 


Purchase
Order No. XW2/


 


(i)            Invoiced
in duplicate to:


 


Reliance Infocomm Limited


 


[***]


 


(ii)           Shipped
to:


 


Reliance
Infocomm Limited


 


[***]


 


B.            Vendor
shall submit the following manually signed non negotiable set of documents at
the time of shipment to the designated freight forwarder and along with advance
copies (by fax and e-mail of scanned documents) of the same to Reliance EXIM
clearance department.  These advance
documents shall specifically include:


 


a)             Invoice
detailing item-wise breakdown of values.


b)            Copy
of HAWB /Clean Bill of Lading (as applicable).


c)             Packing
List.


d)            Certificate
of Origin duly signed and issued by the local Chamber of Commerce.


e)             Copy
of Inspection certificate (if applicable).


f)             Copy
of Insurance Certificate.


g)            Export
Certificate, if applicable from their respective Export Regulating Agency.


 


Vendor is solely responsible to ensure reaching of aforesaid
non-negotiable documents, at least [***] (except for the Certificate of Origin,
HAWB and freight forwarder’s Receipt) in advance of the anticipated landing of
goods in India.  Any demurrage or
payment liability arising out of the improper or delayed documentation directly
attributable to the Vendor shall be recovered from the Vendor.


 


4.0           SHIPPING INSTRUCTIONS


 


a)             Vendor
and Reliance will work in close co-ordination with each other for the selection
of the Reliance appointed Freight Forwarder. 
Vendor shall assist Reliance with the shipment booking arrangements
through the provision of a Logistics Plan, in the agreed format, which will be
made available to Reliance prior to shipment release and which will be updated
on a weekly basis.  In the unlikely
event of an emergency, Vendor shall, at Reliance’s request, make arrangements
directly with Reliance’s appointed Freight Forwarder to expedite shipment on
next available flight basis [***].


 


b)            Reliance
assisted by Vendor shall arrange to book through the nominated Freight
Forwarder space as per requirements, in the aircraft or ship.


 


 


3

















 


Purchase
Order No. XW2/


 


c)             In
the event of any change in the schedule not reflected in the Logistics Plan,
Vendor shall arrange for cancellation of the initial booking and arrange for
alternate booking [***] but with prior approval in writing.  In the event of any cancellation of flight /
vessel Vendor shall arrange through the Freight Forwarder for alternate
arrangement immediately with any other air/shipping lines and ensure immediate
movement of goods.


 


d)            Shipment
Release / overseas warehousing:  As
indicated above, Vendor is required to obtain Shipment Release Note from
Reliance prior to effecting any dispatch. 
During such request from Vendor, for specific reasons, Reliance prior to
effecting any dispatch.  During such
request from Vendor, for specific reasons, Reliance reserves the right to
withhold such Release Note and to postpone the shipment despite its readiness
for dispatch.  For this purpose such
decisions shall be communicated to the Vendor in writing.  Vendor shall comply with such request and
arrange for temporary storage of the packed consignment in its own
warehouse.  Vendor is responsible for
safe and proper storage / handling of the consignment in the warehouse.  The insurance cover to be arranged by the
Vendor for the purpose of execution of the contract shall also include the risk
to be covered during temporary storage.


 


e)             [***].  Vendor shall keep Reliance informed about
such temporary arrangements.


 


f)             Vendor
shall send Cargo dispatch intimation advice after shipment in the mutually
agreed format.


 


g)            PACKING:


 


1.             Customer
hereby provides the methodology to be adopted by the Contractor with respect to
the Packing of various materials during the execution of the order.  However, Contractor is to note that it is
neither a packing manual, nor a substitute for professional packing practices.  CONTRACTOR is fully responsible for the quality
of his packing.  Packing may be subject
to surveillance by Customer at the sole option of Customer


2.             Packing
shall be standard to efficiently and effectively protect the Products from the
moment that they leave the factory for a period of [***] both during loading,
transport by road, rail, air or sea, and unloading.  The method of packing and packaging the Products shall also be
sufficient to protect purchased items against the hazard associated with
handling, Transportation and storage for a period of at least [***] while in
transit or in storage at the Job Site.


3.             Packing
shall include all pre-crating protection activities including but not limited
to the suitable application of approved anti-corrosion, coating, vacuum,
pealing, desiccants, solvents, inert blankets and end caps.  Depending 


 


 


4

















 


Purchase
Order No. XW2/




on their type, the Products are to be protected against both mechanical damage
(shocks, rupture, breakage, loss) and corrosion (rain, salty atmosphere, sand,
wind).  Each individual equipment and
component must be bar coded.


 


For the purpose of this instruction, the term
“shipping unit” may be used as a generalized description of a freight piece
representing, but not limited to any of the following:  carton, crate, box, barrel, keg, drum,
tower, tank, pipe, bar, steel, pallet, bundle or applicable package type.


 


4.             Each
unit of the BN Terminal is to be packed independently without intermixing of
it’s parts or accessories with any other unit so as to enable the Customer to
redistribute the units to various Sites in India without involvement of
unpacking or re-packing upon arrival in India. 
Each independent package or box or carton shall be packed as per the
requirements of airfreight worthiness and they shall be able to withstand
handling, transit shock, load of stacking etc. during transportation.  The size and shapes of the boxes must meet
the requirements of the passenger aircrafts from the designated FOB
International Gateway Airport.


5.             Due
to restrictions in movement of Air Cargo, the independent units of the BN
Terminal are not be palletized without prior approval of the Customer or their
authorized Freight Forwarding Agent(s).


6.             Any
Product/s that is found to be below standard or damaged due to inadequate or
improper packing shall be repaired or replaced by the Vendor [***].  The Vendor upon notification to Reliance
shall carry out such repairs or replacement and the Vendor shall use all reasonable
efforts not to jeopardize Reliance site roll out plan as per delivery Schedule.


7.             In
addition Vendor is responsible to ensure that all material is packed to:  Acceptable airline industry standards and in
such a way as to afford items maximum mechanical protection.  Allow stacking on airline pallets and the
reduction of total weight of the shipping units.  Acceptable industry standards to enable item maximum mechanical
protection and withstand environmental conditions in Indian Sub-Continent
during storage.


 


h)            Hazardous Product/s:  All outside containers and packing shall be
in accordance with rules and regulations of applicable governmental agencies
such as I.C.A.O. / UN / I.MC.O. and I.A.T.A. for all hazardous Product/s.  Vendor must certify that the Product/s have
been packaged for transportation in accordance with all applicable government
agency requirements / standards and Hazardous Product/s Certificates must be
provided for all items identified as Hazardous in the above regulations rules.


For each Purchase Order the vendor shall pack the
Product/s in a separate shipping unit.


 


 


5

















 


Purchase
Order No. XW2/


 


i)              Export Packing:  Vendor shall package the Product/s in accordance with relevant
requirements, and where instructions are not provided or fully defined, the
best practice and standards for packaging shall be followed.


 


j)              Packing List:  Each Packing List shall incorporate the reference of
corresponding invoice and relevant Purchase Order.  The Packing List for each packages or shipping units shall
factually state the material code or part nos. of all individual items packed
in the package.  Packing lists itemizing
contents on each box or crate must be placed inside each shipping unit.  A second copy, together with any special
instructions regarding preservation of contents, must be sealed in a
water-proof envelope and securely fastened to the outside of each shipping
unit.  Spare parts marking shall include
the part name and number listed in the service manual bill or material.


 


Packing Lists must state Job site name, Job site
identification number, Reliance’s Purchase Order Number and Reliance’s Purchase
Order line item number, SCN and full description of the contents.  Only the contents of the shipping unit to
which the Packing List is attached may appear on the Packing List.  Individual cartons or packages within a
shipping unit shall be labeled with the Purchase Order Item Number and content
details.


 


k)             Marking: 
Vendor shall mark each package with the following:


 


	
   

  	
  SPECIMEN
  SHIPPING MARKS

  
	
   

  	
   

  
	
   

  	
  CONSIGNOR:

  
	
   

  	
   

  
	
   

  	
  CONSIGNEE:

  
	
   

  	
   

  
	
   

  	
  P.O.
  No.:

  
	
   

  	
   

  
	
   

  	
  SCN
  Number:

  
	
   

  	
   

  
	
   

  	
  Case
  No.:               of

  
	
   

  	
   

  
	
   

  	
  Dimensions:  L                      xW                          xH           cm

  
	
   

  	
   

  
	
   

  	
  Gross
  Weight:                      Kilos

  
	
   

  	
   

  
	
   

  	
  Net
  Weight: _______________________________Kilos

  
	
   

  	
   

  
	
   

  	
  Airport
  \ Port of Entry: _____________________________

  
	
   

  	
   

  
	
   

  	
  Job
  site: __________________________________________

  
	
   

  	
   

  



 


6

















 


Purchase
Order No. XW2/


 


	
   

  	
  Job
  site identification number: ________________________

  
	
   

  	
  Destination:  C/o Cotton Corporation of India Ltd.

  
	
   

  	
  Warehouse
  Complex

  
	
   

  	
  Plot
  no. S-5

  
	
   

  	
  Kalamboli

  
	
   

  	
  Navi
  Mumbai — 410218

  
	
   

  	
  India

  
	
   

  	
  Made
  in:

  



 


l)              Labels: 
Shipping units which cannot be marked in accordance with the above shall
be marked with labels, which shall be printed on durable, weather resistant
material using waterproof ink.  Labels
shall be affixed to the shipping unit by waterproof glue.


 


m)            Bar Coding:  All the Equipment and their components are to be Bar Coded as
agreed by the parties for easy identifications and storage.  The box or the cartons containing the
Equipment are also to be Bar Coded for the above reason.


 


n)            Special Handling Instructions:  Special Handling requires International
Maritime symbol.  Symbols shall be
applied with exterior grade paint or waterproof ink in a color that produces a
high contrast with the surrounding background. 
Which are easily damaged Product/s shall be marked “FRAGILE” and also
when required, “HANDLE WITH CARE”, “COOL STORAGE”, and/or “USE NO HOOKS” and as
provided in the special handling instructions. 
When required, due to length or unbalanced weight, creates or boxes
shall have a center of gravity, indicated by the relevant symbol.


 


o)            Appointment of Freight forwarding Agent:  Vendor to provide all inputs,
support, experience, assistance / advice to Reliance for selecting the Freight
Forwarder.  Reliance shall be
responsible for appointing freight forwarder for transportation of the
Product/s from International airport/seaport up to seaport / airport of entry
in India.


 


p)            Contact details:  Vendor shall provide the complete details of One point Contact
for various geographical locations of their factory from where the goods are
expected to be dispatched and the corresponding Vendor’s Inland Freight
Forwarding Agents located in such place. 
These details shall be provided within a week from the date of placement
of Purchase Order by Reliance, as per agreed format.


 


Vendor’s request for shipping instructions shall be
through e-mail or facsimile, with
the following information included in its fax:


•      Reliance’s
Purchase Order number.


•      Number
of packages with individual weights, dimensions and identification marks.


•      Name
and telephone number of person in Vendor’s organizations to be contacted.


 


 


7

















 


Purchase
Order No. XW2/


 


•      Vendor’s
reference (i.e., shop order number).


•      Confirm
documentation ready (shipping invoices/packing lists etc.).


•      Any
special handling requirements, e.g., hazardous or fragile equipment.


•      PO
line item and quantity ready for shipment.


 


q)            Overseas inland transportation:  Vendor shall be responsible for the loading
of the consignment at their works and to transport the same up to agreed
International airport / seaport of dispatch at its own cost.  For this purpose, Vendor shall engage a
reputed and experienced transporter and ensure that the consignment reaches the
international airport / seaport on time in good condition.  In this connection, the Vendor shall keep
the Reliance or its designated Freight forwarder informed about such movements
of goods on ongoing basis.


 


r)             Export clearance:  All the export formalities including but not limited to air /sea
port handling and customs clearance in the Vendor’s country of dispatch
shipment shall be carried out by the Vendor or its appointed agency [***].  For this purpose, [***].  Vendor shall keep Reliance informed about
the status of Export Clearance on ongoing basis.


 


 


*****


 


 


8

















 


Schedule 5


 


Form of Performance Security


 


 

















 


FORMAT


 


STANDBY LETTER OF CREDIT


 


 


Reliance InfoComm Limited


Reliance Centre,


19, Walchand Hirachand Marg,


Ballard Estate,


Mumbai — 400 001.


 


 


Standby Letter of Credit No:                         
                                         



 


Date: 
                                       Amount:                        
                              
 


 


Re Purchase Order (“PO”) No._________________
between ___________ & ________________ dated ______________, Broadband
Access Network General Terms And Conditions dated ___________________ and
Broadband Access Equipment Agreement/ Broadband Access Software Agreement/
Broadband Access Services Agreement dated _________________ (hereinafter refer
as “CONTRACT”)


 


Dear Sirs,


 


Whereas Reliance Infocomm Limited
(hereinafter referred to as  “RELIANCE”)
has issued  a
PO No.____________________ dated______________   with UTStarcom Inc.                                                                  (hereinafter referred to as “VENDOR”) for
Supply of equipment/ software/ services; and


 


Whereas VENDOR is required under the CONTRACT
to procure a Standby Letter of Credit issued by an acceptable bank in favour of
RELIANCE in support of the due and proper performance of the obligations
undertaken by VENDOR in respect of the above mentioned CONTRACT.


 


Therefore, in consideration of the above, we                                                                               


(Name of Bank) established in                                                                    and having our address at                                                                                                   
 (this “Bank”), hereby irrevocably
and unconditionally guarantee and undertake to RELIANCE, without any right of
defence, set off or counterclaim whether on our behalf or on behalf of VENDOR
and on demand and without demur to pay to RELIANCE a sum not exceeding
........................(Figures) .....................................(Words) or any lesser sum specified by RELIANCE
by transfer to an account in RELIANCE’s name at such bank as RELIANCE shall
stipulate or in 


 


 


Page
1
of 3

















 


 


such other manner as shall be acceptable to
RELIANCE upon presentation of a letter of claim as specified below.


 


The letter of claim shall be drawn on this Bank, signed by
the authorized manager of RELIANCE. 
Each draft must be accompanied by this original Standby Letter of Credit
(and any amendments hereto) and must bear on its face the clause “Drawn under
[name of bank] Standby Letter of Credit Number _________, dated ______________,
200_” and the following certification:


 


“The undersigned certifies
that that he/she is a duly authorized manager of RELIANCE, and that VENDOR has
failed, after being provided [***] written notice of failure by RELIANCE, to
perform its obligations to RELIANCE under the Contract with respect to
performance, in accordance with the Contract and any dispute between VENDOR and
RELIANCE with respect to such performance failure has not been resolved through
the procedures set forth in Section 22.2(ii) of the Broadband Access Network
General Terms And Conditions dated October 1, 2002, except that the period to
resolve such dispute as set forth in such Section 22.2(ii) was extended to
[***].”


 


We agree that your draft drawn under and in compliance with this Standby
Letter of Credit will be duly honored by us upon presentation of said draft if
presented in the manner described herein on or before the date that is [***]
after the date hereof plus a claim period of [***] (“Expiry Date”) or amended
Expiry Date if applicable.  In case this
Standby Letter of Credit is required to be extended, and is not extended, for a
further period, [***] prior to the Expiry Date, then Reliance shall be entitled
to encash this Standby Letter of Credit.


 


We agree that any changes, modifications,
additions or amendments which may be made to the CONTRACT, or in the work to be
performed thereunder, or in the payments to be made on account thereof, or any
extensions of the time for performance or other forbearance on the part of
either RELIANCE or VENDOR to the other or to any other guarantor of the
obligations of either of them, shall not in any way release us from our
continuing liability hereunder, and we expressly waive our rights to receive
notice of any such changes, modifications, additions, amendments, extensions or
forbearance.


 


We further agree that any payment made
hereunder shall be made free and clear of and without deductions for or on
account of any present or future taxes, levies, imposts, duties, charges, fees,
deductions or withholdings of any nature whatsoever and by whomsoever imposed.


 


Notwithstanding anything contained herein
above, the liability of this Bank under this Standby Letter of Credit shall be
limited to ...............................and shall remain valid till the Expiry Date.  This Bank is liable to pay to the RELIANCE
the guaranteed amount or any part thereof under this Standby Letter of Credit
only and only if the RELIANCE serves upon this Bank a written letter of claim
as described above on or before the Expiry Date.


 


This Standby Letter of Credit shall be
governed by the Uniform Customs and Practice for Documentary Credit (1993
Revision) International Chamber of Commerce Publication No. 500.


 


 


Page
2
of 3

















 


 


Yours faithfully,


Authorised Signature of Bank


 


 


 


 


 


Page
3
of 3

















 


FORMAT


 


STANDBY LETTER OF CREDIT


 


 


Reliance Infocomm Limited


Reliance Centre,


19, Walchand Hirachand Marg,


Ballard Estate,


Mumbai — 400 001.


 


 


Standby Letter of Credit No:                         
                                         



 


Date: 
                                       Amount:                        
                              
 


 


Re Purchase Order (“PO”) No._________________
between ___________ & ________________ dated ______________, Broadband
Access Network General Terms And Conditions dated ___________________ and
Broadband Access Equipment Agreement/ Broadband Access Software Agreement/
Broadband Access Services Agreement dated _________________ (hereinafter refer
as “CONTRACT”)


 


Dear Sirs,


 


Whereas Reliance Infocomm Limited
(hereinafter referred to as  “RELIANCE”)
has issued  a
PO No.____________________ dated______________   with UTStarcom Inc.                                                                  (hereinafter referred to as “VENDOR”) for
Supply of equipment/ software/ services; and


 


Whereas VENDOR is required under the CONTRACT
to procure a Standby Letter of Credit issued by an acceptable bank in favour of
RELIANCE in support of the due and proper performance of the Products and
Technical Support Services supplied by VENDOR in accordance with the
Specifications set forth in the above mentioned CONTRACT.


 


Therefore, in consideration of the above, we                                                                               


(Name of Bank) established in                                                                    and having our address at                                                                                                   
 (this “Bank”), hereby irrevocably
and unconditionally guarantee and undertake to RELIANCE, without any right of
defence, set off or counterclaim whether on our behalf or on behalf of VENDOR
and on demand and without demur to pay to RELIANCE a sum not exceeding
........................(Figures) .....................................(Words) or any lesser sum specified by RELIANCE
by transfer to an account in RELIANCE’s name at such bank as RELIANCE shall
stipulate or in 


 


 


Page
1
of 3

















 


 


such other manner as shall be acceptable to
RELIANCE upon presentation of a letter of claim as specified below.


 


The letter of claim shall be drawn on this Bank, signed by
the authorized manager of RELIANCE. 
Each draft must be accompanied by this original Standby Letter of Credit
(and any amendments hereto) and must bear on its face the clause “Drawn under
[name of bank] Standby Letter of Credit Number _________, dated ______________,
200_” and the following certification:


 


“The undersigned certifies that that he/she is a
duly authorized manager of RELIANCE, and that VENDOR has failed in its
obligations under and in accordance with the Contract and the Specifications
with respect to the performance of Products and/or Technical Support Services
as notified in writing by Reliance and has not cured such failure within a
period of [***] of such notification and any dispute between VENDOR and
RELIANCE with respect to such performance failure has not been resolved through
the procedures set forth in Section 22.2(ii) of the Broadband Access Network
General Terms And Conditions dated October 1, 2002, except that the period to
resolve such dispute as set forth in such Section 22.2(ii) was extended to
[***].”


 


We agree that your draft drawn under and in compliance with this
Standby Letter of Credit will be duly honored by us upon presentation of said
draft if presented in the manner described herein on or before the date that is
[***] after the date hereof plus a claim period of [***] (“Expiry Date”) or
amended Expiry Date if applicable.  In
case this Standby Letter of Credit is required to be extended, and is not
extended, for a further period, [***] prior to the Expiry Date, then Reliance
shall be entitled to encash this Standby Letter of Credit.


 


We agree that any changes, modifications,
additions or amendments which may be made to the CONTRACT, or in the work to be
performed thereunder, or in the payments to be made on account thereof, or any
extensions of the time for performance or other forbearance on the part of
either RELIANCE or VENDOR to the other or to any other guarantor of the
obligations of either of them, shall not in any way release us from our
continuing liability hereunder, and we expressly waive our rights to receive
notice of any such changes, modifications, additions, amendments, extensions or
forbearance.


 


We further agree that any payment made
hereunder shall be made free and clear of and without deductions for or on
account of any present or future taxes, levies, imposts, duties, charges, fees,
deductions or withholdings of any nature whatsoever and by whomsoever imposed.


 


Notwithstanding anything contained herein
above, the liability of this Bank under this Standby Letter of Credit shall be
limited to ...............................and shall remain valid till the Expiry Date.  This Bank is liable to pay to the RELIANCE
the guaranteed amount or any part thereof under this Standby Letter of Credit
only and only if the RELIANCE serves upon this Bank a written letter of claim
as described above on or before the Expiry Date.


This Standby Letter of Credit shall be
governed by and interpreted under the laws of _________.


 


Yours faithfully,


 


 


 


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Authorised Signature of Bank


 


 


 


 


 


 


 


 


Page
3
of 3























Schedule
6 - Proposed Feature Delivery Schedule


 


 


[***]


 


 


 


 

















 


Reliance
and UTStarcom Proprietary & Confidential`


 


Annexure 1A


TECHNICAL SUPPORT  SERVICES (‘TSS’)


 


SECTION 1.         INTRODUCTION


 


Vendor shall note that Reliance’s basic philosophy in
delivering world class service to its customers will be achieved mainly
through:


•                  Deploying equipment of latest technology and made of
high quality components which are developed with the aim of achieving very long
Mean Time Between Failure (‘MTBF’) performance;


•                  Opting for redundancy in component level which are
highly critical in nature;


•                  Ensuring back-up features built into equipment and
software to minimize the loss of customer and operating data in the event of
failure;


•                  Deploying advanced software programs to solve problems
through self-, and remote-diagnostic equipment capabilities;


•                  Network Operations Centers (‘NOCs’) which constantly
monitor the status of the network, and a full suite of software support systems
(e.g., enterprise, operations and billing) to permit Reliance to provide all
its anticipated voice, data and enhanced services efficiently; and


•                  Upgrading the Products continuously in phase with
development in technology.


 


SECTION 2.         INTENT
OF THIS DOCUMENT: -


 


This TSS document is meant to provide a structured framework for
provision of TSS of all the Products supplied by the Vendor. Also, the
philosophy, scope, and other terms and conditions are provided with an
intention to enable the Vendor to achieve the following:


•                  To understand the complete volume and scope of work;


•                  To understand the level of Service expected;


•                  To plan all the activities required to be carried out
well in advance;


•                  To forecast, derive and ensure availability of
resources required;


•                  To develop and implement a comprehensive
system/procedure;


•                  To establish strategy and to deploy resources and
ensure achievement of Service Levels; and


•                  To define a system for continuous improvement and to
enhance the Service Levels on continuous basis.


 


2.1.1                               Definitions


 


1

















 


 


“Customer Service Request or CSR” means a document issued by Reliance
personnel specifying the fault observed in the Broadband Access Reliance
Network and or Network Element as the case may be and the efforts taken by Reliance
to correct the same.


 


“Depot’ shall mean the centre/office of the Vendor located within or
outside India where the Products  or
part thereof or any spares are repaired or replaced by the Vendor.


 


“FRU” means Field Replaceable Unit.


 


“GST” means the Global Product Support Centres of the Vendor located at
various places throughout the world.


 


“Products” shall have the same meaning as ascribed to it in General
Terms.


 


“MTBF/Mean Time Between Failure” shall mean the time taken between two
successive failures of the individual FRU.


 


“MTTR/Mean Time to Repair” shall mean the total time taken from the
time of component failure to the time the FRU is repaired and made functional.


 


“NOC/s” mean operations centre/office of Reliance located at
Mumbai  to manage and monitor the
Broadband Access Reliance Network.


 


“Broadband Access Reliance 
Network” shall have the meaning as ascribed to it in the General Terms.


 


“Uptime” shall mean the total time for which the Product(s) is in
working condition and able to provide the intended services.


 


“Technical Support Services or TSS” shall mean the preventive and or
corrective maintenance and all other services to be carried out by the Vendor
as set forth below..


 


“Network Location” shall have the meaning as ascribed to it in the
General Terms.


 


“Supervising Officer” shall mean the person for the time being or from
time to time duly appointed by Reliance and notified in writing to the Vendor,
to act as the Reliance representative.


 


“ MCN Locations” shall mean 
Media Convergence Node location 
of Reliance within India.


 


SECTION 3.        
TERMS AND CONDITIONS:


 


All
TSS shall be provided to Reliance, by Vendor, during a period of [***]
including the applicable Product Warranty Period. Reliance shall, after expiry
of the applicable Product Warranty Period, pay for the Technical Support
Services at the rates set forth in Exhibit A to the Broadband Access Services
Contract. The Parties may renew the TSS after such [***] period on mutually
agreed terms. [***].


 


During
the Product Warranty Period and under the Technical Support Services, Vendor
shall provide the services described hereunder and in the Contracts , [***].


 


 


2

















 


 


The
Vendor shall be deemed to have inspected the Network Location where the
Products are installed and commissioned by the Vendor, the requirements
specified and the terms and conditions for the provision of the Technical
Support Services. No claim from the Vendor shall be entertained [***] for the
reason of misinterpretation of any matter relating to the Network Location, the
requirements specified hereunder and or conditions on which the Vendor has
reasonably satisfied itself by a visit to the Network Location, reference to
the Supervising Officer or such other means as may be appropriate.


 


(a)                                  [***]


(b)                                 The service levels required to be
achieved by the Vendor are specified in hereunder. [***].


(c)                                  The Supervising Officer of Reliance shall
afford to the authorised personnel of the Vendor, at all reasonable times and
with prior agreement, such access to the Network Locations  (but not necessary sole access) as may be
necessary for the inspection thereof and for the provision of TSS, [***]. Any
necessary action taken under this clause shall forthwith be confirmed in
writing to the Vendor by the Supervising Officer, however the same shall not
relieve the Vendor of its obligations hereunder. The Vendor shall work in the
Network Location only after the permission from the Supervising Officer.


(d)                                 The Vendor shall take reasonable care to
ensure that, in the provision of TSS, it does not interfere with the operations
of the Reliance, its employees, or any other third parties.


(e)                                  The Vendor shall be responsible [***] for
the delivery to, unloading at and removal from the Network Location of all
plant, equipment and things of all kinds necessary for the provision of TSS
except those plant, equipment and things for which Reliance specifically agrees
for taking such obligations. Unless and otherwise agreed [***].


(f)                                    In the event that Reliance shall require
any reasonable alterations or additions to or omissions from TSS or any part
thereof (hereinafter referred as ‘Variation’) the Vendor shall state in writing
the effect such Variation shall have on TSS, level of availability and what adjustments,
costs, if any, are associated with such Variations. The Vendor shall furnish
such details in a timeframe as may mutually be agreed.


(g)                                 The Vendor shall not vary TSS in any
respect unless instructed in writing to do so by Reliance.


(h)                                 Neither the Vendor personnel nor any
third party employed by the Vendor shall modify, move or adjust the Products or
part thereof except with prior consent of Reliance.


 


3

















 


(i)                                     The Vendor shall provide details of activities
sub-contracted  and also complete
details of each Sub-contractor.


 


SECTION 4.         LEVEL
OF AVAILABILITY


 


4.1.1                               The level of availability shall be [***],
during the period of TSS provided by the Vendor. Vendor undertakes that this
shall be equivalent to the uptime  of
the Product  required for providing
service level of [***] of Broadband Access Reliance Network  as long as Reliance complies with the  purchase of recommended level of spares, O
& M procedure prescribed in the Documentation Chapter, service restoration
as advised in writing by Vendor from time to time and procedure of Repair and
Return as specified hereunder.


 


4.1.2                               The standard of performance shall be the
ability of the Products to meet the functionality, response times and other
criteria specified hereunder or under the Specifications. In this provision of
TSS Vendor shall ensure that such standard of performance is not impaired for
reasons attributable to or within the control of itself and or its
Sub-contractors. In the event of the standard being impaired for whatever
reason, Vendor upon notification from Reliance shall take remedial actions to
restore such standard of performance in accordance with the terms specified
hereunder.


 


SECTION 5.         SCOPE
OF WORK


 


5.1  General


The Vendor is responsible for providing
TSS for the following:


a)              the  Products and other Items supplied by the
Vendor in the Broadband Access Reliance Network;


b)             All
Products (hardware & software) and other items supplied by Vendor’s
Sub-contractor for the Broadband Access Reliance Network;


c)              All
the Products (hardware & software) and other items supplied by any other
third party only to the extent of the scope of work as mutually agreed between
the parties.


 


The
Vendor shall provide following TSS to ensure that the Service Levels and
performance criteria are achieved without any hindrance to the operation of the
Broadband Access Reliance Network. The overall scope is identified against
major headings (but not limited to the same) and is contained herein as
follows:


•                  Assessment of the Broadband Access Reliance Network Architecture;


•                  Designation of Account Maintenance Management Team and
Systems/Procedures;


•                  Global Service Centre;


 


4

















 


•                  Preventive Maintenance;


•                  Remote Dial-in Diagnostics;


•                  Breakdown Maintenance Support;


•                  Help Desk;


•                  Emergency Services;


•                  Technical Consultancy Services


•                  Root Cause Analysis of Repeated, Critical and Major Faults;


•                  Repair and Replacement Services;


•                  Spares Management;


•                  Management Information System;


•                  Quality Improvement Analysis;


•                  Software and Firmware Updates and Upgrades


•                  Meetings;


•                  Access to Database;


•                  Predictive and Analytical Reports; and


•                  Obsolescence and Up-gradation Activities Management.


 


Vendor and Reliance shall
agree on a specific Vendor support engineer who will act as one point of
contact for all issues concerning maintenance activities, resolution &
expansion plan etc for provision of TSS for the Broadband Access Reliance
Network. While the said engineer may not personally respond all the problems
and or issues but should be appraised of all the support or change/expansion
and development activities, problems and operation status in the Broadband
Access Reliance Network.


 


5.2  Assessment Of The Broadband Access Reliance Network
Architecture


The
Vendor shall assess the complete architecture of Broadband Access Reliance
Network, and various Products and other third party equipment and items
deployed therein. Based on such assessment, Vendor shall, upon request by
Reliance clearly furnish details to Reliance in writing of the requirement of
specific personnel with respect to provision of Technical Support Services, and
maintaining the Broadband Access Reliance Network. Vendor shall provide to
Reliance the type and quantity of spare and replacement parts to be maintained
by Reliance, which shall attached as Schedule K (Spares Management). The
Support center(s) shall be established by Vendor for provision of TSS at  [***].


 


 


5

















 


 


5.3  Designation Of Account Maintenance Management
Team And Systems/Procedures


Vendor shall notify its established personnel and
management team respectively to ensure that the same are utilised for the
provision of TSS to the best of the satisfaction of Reliance in accordance with
the terms specified hereunder. For this purpose the Vendor is required to
furnish the details of personnel who are responsible for TSS and to solve the
problems during the escalation process at .


•                  Local field level ;


•                  Regional level;


•                  National level


•                  International level; and


•                  Vendor Corporate/management level.


 


The Vendor shall ensure that the personnel identified
for providing such TSS possess the required skill levels for performing the
specified job and ability to act timely and required manner to escalate the
problems and solve the same. The Vendor shall provide the above details as per
mutually agreed format.


 


Vendor is also required to set an unambiguous system
and procedure for the purpose of rendering TSS hereunder at various levels as
above for their personnel and team.


 


[***].


 


The systems and procedure proposed by the Vendor shall
be based on the Escalation Procedure indicated hereinbelow:


 


5.4  CSR Handling And Escalation Procedure


 


5.4.1                               The overall process flow provided in the
following diagram. Whenever a Network Element/software level fault is reported
in the Broadband Access Reliance Network, Reliance’s trained personnel shall
try to resolve the same based on the standard documentation and maintenance
procedure provided to them by the Vendor.


5.4.2                               If the fault cannot be resolved by
Reliance’s representative pursuant to the above process prescribed in the
documentation for operation and maintenance, then he/she shall inform the NOC
of Reliance immediately. Authorised representative at the NOC of Reliance shall
immediately get in touch with the Help Desk of the Vendor and also raise
Reliance Service Request (CSR)/case as specified in Schedule A which
shall specifically mention the trouble / fault observed and the efforts taken
to correct the same. The CSR shall also specify the details of the Products and
or part thereof and other details as necessary to ensure the Local Support
Representative (‘LSR’), located at Mumbai Support Centre, understands the
problem in line with the Reliance’s representative. The 


 


6

















 




LSR initiates the action for resolving the problems and also in parallel follow
the escalation levels indicated below:


 


	
  RELIANCE SITE PERSONNEL

  






	
  RELIANCE (NOC) 
  OR PERSONNEL

  






	
  VENDOR’S LOCAL SUPPORT CENTRE
  (LSC)

  VIA – PHONE /IN PERSON

  






	
  VENDOR’S GLOBAL SUPPORT TEAM

  (GST) VIA – PHONE /IN PERSON

  



 


5.4.3                               This CSR shall be first communicated
through telephone, web-based intimation or emailing the CSR to the Vendor’s
In-country Support office (‘LSC’). This LSC when required shall depute their
representative (LSR) at the Network Location. The LSC shall provide direct
support to the Reliance through the field support office located within the
area where the Products are installed. Such support shall be extended either by
phone, email or in Person as may be mutually agreed, depending on the nature
and Severity of the problems.


5.4.4                               LSR shall ensure the timely response
against the CSR raised and resolve the problem as per the Service
Level/performance criteria specified hereunder. While taking action for
resolving the problem, LSC also keeps their Global Support Team (‘GST’)
informed about the problems so that they are on alert and monitor the situation
on continuous basis to ensure earliest resolution. All instructions and
technical assistance are provided by LSC. In the event of LSR fail to solve the
problem, the LSC shall ensure the deputation of suitably qualified personnel to
the Network Locations or arrange for necessary corrective action within the
time-bound schedule (as per the Service Levels/performance criteria).


5.4.5                               In the event of LSC is not able to solve
the problem the same shall be escalated to the GST simultaneously to ensure
further action to be taken in this regard. It is considered that this final
escalation means to the Vendor that the problems encountered is very severe and
the same shall be resolved on emergency basis. It is considered that the
personnel at GST Level are highly qualified and experienced personnel provided
with all resources and to be able to analyse the problem in depth in a
dedicated manner and solve the same irrespective of the nature of the problem
i.e., whether it is hardware or software functional, design or application
problems. For this purpose Vendor shall ensure facilitation of access to the
expertise at GST expeditiously.


 


7

















 


5.4.6                               During the above escalation process, each
level personnel shall ensure the following:


•                  Keep in constant touch with the
Reliance’s representative and the next level personnel of the Vendor’s Team;


•                  Despite escalating the problem to the
next level, keep analysing the problem and try to resolve the same;


•                  Keep informing  Reliance and all Vendor’s personnel (at different levels) about
the action being taken to resolve the problems;


•                  Keep exploring all other resources
available outside the Vendor’s purview and try to use such resources for
resolving the problems;


•                  Actively participate in the problem resolution
activity and contribute for early resolution;


•                  Keep collecting the maximum data from all
the connected sources and inform all the personnel involved in the process of
resolution; and


•                  Registration of CSR and maintenance of
other documents.


 


5.4.7                               However if in the opinion of Reliance and
in case of an emergency, Reliance shall have the right to directly access the
LSC and or GST who in turn shall take the appropriate actions for rectification
of problem in terms of support from/through its personnel, documentation,
technical support either [***].


5.4.8                               An escalation process and procedure will
be specified and agreed in the following cases in the Procedure manuals:


•                  Emergency
CSR Escalations;


•                  Non
Emergency CSR Escalations;


•                  Management
Escalations;


•                  Return
and Replace Escalations; and


•                  Customer
Service Account Management Escalation.


 


5.5  Severity Levels:


The first line maintenance for the Equipment will be
performed by Reliance. In order to establish the common understanding of the
criticality of the fault/problems and to enable the Vendor to take action
accordingly, the same are defined hereinbelow which shall be the base for
categorising the nature of faults/problems. Vendor shall be responsible for
ensuring the response and resolution times defined for each Severity level. For
this purpose the Severity Levels are defined in three categories as follows.


•                  Critical


•                  Major; and


•                  Minor


 


 


8

















 


 


5.5.1                               Response And Restoration Time


Vendor
shall ensure that TSS are provided strictly in accordance with the Response and
Restoration Times (Service Levels) provided below and to achieve the Service
Levels/performance criteria of the Broadband Access Reliance Network.


 


                [***]


 


The above figures shall be closely monitored to
ensure that Vendor provides the required level of support to the Reliance. The
response time figures shall be measured from the time that Reliance initially
contacts the Vendor, until an engineer from Vendor first responds to Reliance.
The restoration time shall be calculated from the time that Reliance initially
contacts Vendor, until the problem/fault is solved/ rectified.


 


5.6  Global Service Center (GSC)


Vendor undertakes that its GSC located at various locations outside
India consisting of a large additional resource pools for support and problem
resolution shall be accessible to Reliance through LSCs. The support by GSC
shall be provided to Reliance is available in terms of following activities.


•                  Design Support Prime for the  Products;


•                  Provides support to in resolving highly complex
issues;


•                  Develops patches/fixes and verifies their
functionality and performance;


•                  Provides design solution for hardware and software;


•                  Single point of contact for emergency
recovery services;


•                  24hours x 365 days per year emergency
recovery support;


•                  Escalation of emergency issues to
specialized design support terms following escalation process; and


•                  Follow-up actions and Root Cause Analysis of emergency
Conditions;


•                  Monitor , address  Vendor support performance issues  during pre service and post service periods;


•                  Understand and manage customer priorities
within the Vendor support organization and ensure issues are managed within the
support organization; and


•                  Technical Consultancy Services.


 


The Vendor 
shall provide  the details of all
the Global Service Centre including the contact numbers. The same shall be
enlisted and specified in Schedule.


 


 


9

















 


 


5.7  Preventive Maintenance


Vendor shall provide the detailed Preventive
Maintenance Plan/Schedule and processes in the format as Schedule C for
each of the items of the Products with minimum of the details from time to time
as requested by Reliance taking into consideration the past history of the
failures recorded by the Vendor. This Preventive Maintenance Plan/Schedule is
subject to the scrutiny and acceptance of Reliance. Reliance reserves the right
to add, delete or modify such plan. However, such alteration will not relieve
the Vendor from any of his obligations defined hereunder.


 


5.8  Remote Dial-In Diagnostics


 


As part of the TSS, Vendor will carry out remote
dial-in diagnostics service. By this, Vendor shall as and when required monitor
the relevant parameters of Broadband Access Reliance Network and carry out
required corrections as well as make recommendations for improvement of the
same . As part of this service, Vendor shall also provide hands-off training
for software handling, disturbance reporting and software updates and
upgrades/enhancements..


 


5.9  Breakdown Maintenance Support


 


In
the event of any fault/problem, Reliance, as part of O&M activity, shall
undertake trouble-shooting as per the processes and procedure laid down in the
Maintenance Procedure Manual for such 
Products and make effort to resolve the issue prior to lodging the CSR
with the Vendor. However, for Critical and Major problems CSR shall be lodged
simultaneously with the Vendor besides carrying out the internal
trouble-shooting process. In order to facilitate Vendor for providing best
services, Reliance shall carryout the following:


•                  Performing day to day in-house basic maintenance and Network Operations
as per OA&M;


•                  Monitoring network and system alarms;


•                  Performing diagnosis in accordance with instructions provided by Vendor
and carryout the initial remedial action including the Remote Dial-up
Diagnosis;


•                  Operating and controlling Reliance’s internal help desk for logging and
tracking fault inquiries, prioritizing events, and escalating as required to
Vendor’s Technical Support Team; and


•                  Gather data whatever required for Vendor to provide technical support.


 


In the event of CSR raised by Reliance for Breakdown
Maintenance Vendor shall ensure resolution of the problems/faults as per the
procedure indicated in the CSR Handling within the resolution time as specified
in Clause 19.7.4. Vendor, as part of resolution activities, shall ensure
minimum of the following:


 


 


10

















 


•                  Troubleshoot problems using diagnostic utilities;


•                  Diagnosis of routine hardware/software problems;


•                  Provide advice on how to detect and resolve hardware problems;


•                  Advise on issues requiring hardware replacements;


•                  Diagnosis of issues related to interoperability;


•                  Analysis of trace/log/dump/operational measurement information;


•                  Root Cause Analysis of emergency incidents;


•                  Identify and resolve code level problems as per severity levels as
specified hereinabove;


•                  Test and release code corrections;


•                  Provide regular on-going updates and upgrades; and


•                  Provide case resolution and agree closure.


 


5.10        Help Desk Service


Vendor shall provide, a Help Desk Service which
will be adequately staffed and shall be the 
“One Point Contact” for the Reliance to lodge the CSR and to solve all
day to day minor problems/faults ( if the problem/fault is not resolved by
Reliance maintenance and operation engineer at first level) which impair
operation of Broadband Access Reliance
Network.


 


Vendor customer support website – [***] is the front end for the
provision of TSS .  This website will
allow Reliance  maintenance and
operation engineers to log in Broadband Access Reliance Network and
Product  problems along with the
perceived severity and problem details. 
Trouble tickets entered via this website are continuously monitored and
an acknowledgement will be available within [***].  In addition to the web based trouble reporting system, Vendor
will also provide a 24 * 7 hotline toll free access number, which should be
used to report Critical or Major problems.


 


This Help Desk service shall be made
available   for providing technical
assistance on [***] basis.


 


The person in charge of the Help Desk shall be
one point contact and responsible for establishing communication between
Reliance’s engineers and the Vendor’s local/regional/national/ Asia
Pacific/corporate personnel. However, Reliance reserves the right to contact
directly any personnel of the Vendor if it is felt necessary.


 


In the event of telephone contact is not
sufficient to resolve the problems, experienced personnel of Vendor shall
remain available for dial-in-diagnostics and visits to the Network Location.


 


 


11

















 


Vendor shall provide to Reliance its Help Desk
process, management and organisation and same shall be attached herewith as
Schedule L (Vendor Help Desk Process, Management and Organisation) engaged in
providing the services through its Help Desk.


 


5.11         Emergency Services


For Critical and Major Problems, as decided by
Reliance emergency CSR shall be raised against which Vendor is liable for
providing Emergency Services. By this, Vendor provides to Reliance the access
to the experts available [***]. If any emergency service is sought via Help
Desk the same shall be provided on [***] basis.


 


In order to take assistance during the emergency,
the Vendor shall make available of its experts either [***], as required, on
telephone. Based on the nature of problems, the Vendor’s experts shall advise
the solution to Reliance over phone or if necessary, he will arrange for remote
access for the Broadband Access Reliance
Network through dial-up-link. In the event of failure to solve the problems
through phone, Vendor will arrange immediately for his expert’s site visit to
resolve the problems.


 


5.12        Technical Consultancy Services:


As part of this service to be provided by the
Vendor hereunder technical consultancy services shall be provided through Help
Desk. Such services shall include minimum of the following but not limited to
the same:


•                  Any clarifications sought by Reliance with regard
to either the specifications, maintenance or operations of the
equipment/software covered hereunder. For this purpose, Vendor shall ensure
timely response so that there is no impact on the operations of the Broadband Access Reliance Network;


•                  To provide any information on the
procedures/systems of maintenance, operations or maintenance of the Broadband Access Reliance Network;


•                  To provide all information about the latest
developments in the Products, Specifications, configuration and functional
aspects;


•                  To provide any information on statutory
regulations and assisting Reliance in meeting such regulations;


•                  To provide all Management Information System
(‘MIS’) reports as mutually agreed ;


•                  To provide implementation procedures and ways and
means to use the various existing features and provide work around with
existing features to give tailor made solutions to certain requirements; and


•                  To provide information on a continuous basis
about the developments took place in introducing new features and evaluation of
the same with respect to its functional aspects, acceptance in the market and
business opportunities.


 


 


12

















 


 


In the event of telephone contact is not sufficient to
resolve the problems, experienced personnel of Vendor shall remain available
for dial-in-diagnostics and site visit/s as may be mutually agreed.


 


5.13        Root Cause Analysis Of Repeated,
Critical & Major Faults:


Vendor shall be responsible for monitoring and
collecting data with respect to the repeated and emergency failures (Critical
and Major) analyse the same for the cause of such failures and the resolution
thereof. Root cause failure reports are also to be provided to Reliance. The
reports shall include:


•      Modules exchanged;


-                    By type;


-                    By network;


•      Non conformance from the specified
parameters;


•      Customer specific statistics vs. global
statistics;


•      Product enhancement actions;


•      Process enhancement actions;


•      Analyze the problem/fault for its causes;


•                  For this purpose, if required, experts from region/national/Asia
pacific/corporate levels shall be deputed for ascertaining such causes;


•                  Ascertaining the concrete reasons for occurrence of such causes;


•                  Action plan  for avoiding such
failure/fault completely in future;


•                  Implementation of such action plan after duly accepted by Reliance;


•                  Monitoring the effect of the action taken, collecting data, preparation
of report and submission of the same to Reliance;


•                  MTBF analysis report/no trouble found analysis for all Network elements
based on the fault observed on the Broadband Access Reliance Network; and


•                  Create reports recording Critical/Major problems and their resolution
for review which shall be done periodically by Vendor and Reliance.


 


5.14         Repair &  Replacement Service


This Repair and Replacement Service covers the
repair/replacement and return of the defective Field Replaceable Unit (FRUs)
for the  Products supplied by the
Vendor. Reliance shall  place the
Purchase Order for Repair and Return Service on the Vendor.


 


Vendor shall provide for Reliance’s approval, Vendor’s
Repair and Replacement procedures and processes that are in place to ensure
Vendor’s compliance with the MTTR as specified in Section 19.7 Response and
Restoration Time, above.


 


 


13

















 


 


In the process of resolution of the Critical and
Major problems/faults the spares for field replacement units may be used from
the stock of spares maintained by Reliance The original components/parts which
are defective and removed from the Products shall be repaired and replaced by
the Vendor with [***] to Reliance during
the Product Warranty Period. During  and
after the expiry of the Product Warranty Period Vendor shall repair and
replace  the defective Products within
such time periods so as to comply with the Service Levels.


 


For this purpose the Vendor shall be responsible
for providing back up parts/ components, FRUs as spare in order to meet the
MTTR as specified in Section 19.7 Response and Restoration Time, above. In addition
if the spares stock of Reliance for Critical spares falls below [***] of the recommended spares
stocking level at any Location within India, as recommended by the Vendor as
per Section 3.3.of the Broadband Access Equipment Contract then the Vendor shall  replenish such  spare [***], upon notification
by Reliance. For the spares other than the Critical spares the same shall be
replenished within a period of [***]. In addition if any non
critical spare used for resolution of Critical/Major fault , the level of which
has fallen below [***] of the recommended
level, the same shall be replenished within a period of [***]. All the  logistics activities and related costs  while replenishing the spare stock shall be
the responsibility of the Vendor. At the time of calculation of the aforesaid [***] , rounding of be carried out to
full number by ignoring the decimal, if any.


 


Any spares sent for repair either within India or
outside India shall be repaired and rectified immediately and made available
for despatch to Reliance designated location within [***] from the date of receipt of
defective parts / components at the Repair Centre of the Vendor.


 


Vendor shall provide, the details of their repair
centres available within India  and also
worldwide (Schedule B) along with the specific details about what level
of repair and rectification process is carried out in such centres..


 


The Vendor shall be responsible for carrying out
all logistics activities to send the defective parts to the Vendor’s repair
centre, getting the same back as well as 
the delivery at the Vendor’s location in India or  to Reliance’s designated spare stock
location OR MCN Location in India .  
Vendor shall be responsible for collection of all the defective FRUs
from the designated MCN locations , at its own cost including the
transportation  and insurance costs


 


[***]


 


Vendor shall responsible for packing the Products
or part thereof in such a way that the same is worthy enough to bear the
stress, strain and impact while in transit or handling. Please also refer the
clause “Packaging” in the chapter “Logistics Management”.


 


In the event of failure to identify the defect or
to repair the item or the part/ component of the items can not be repaired, the
Vendor is responsible for replacement of the item 


 


 


14

















 


 


with new one of same specification [***]. Such replaced parts shall
become the property of Reliance on receipt of the same.


 


The spares which are repaired and
returned/replaced shall be subjected to in-house testing and acceptance at
Reliance’s end. within [***]
of
receipt of such FRU. In the event of any defect found during the testing which
renders the repaired /replaced spare/parts unusable, Vendor shall take all
responsibilities and bear [***] to be incurred in making good such items including [***].


 


Reliance shall co-operate with the Vendor in all
export/import documentation required from Reliance for this activity .


 


In the event that a repaired or replaced FRU
fails to function in accordance with the Specifications when installed, Vendor
shall replace the BN Terminal or COT in which such FRU is installed at no
additional cost to Reliance.


 


5.15        Spares Management:


For provisions relating to management of spares,
reference be made to the Schedule K “Spares Management” attached herewith.


 


5.16        Management Information System


Vendor
is responsible for maintaining all documents and issue to Reliance, all
relevant  reports pertaining to TSS  and obligations covered hereunder. Reliance
reserves the right to audit such documents or reports at any time and to
suggest any addition/deletion and modification to the documents/information
provided they are mutually agreed upon. Such audit and suggestion shall not
relieve the Vendor from his obligations covered hereunder .


 


The
Vendor shall maintain the following documents but not limited to the same
during the Request for Assistance – CSR 
details;


•                                          The Initial Response Sheet  - IRA details;


•                                          History of maintenance carried out;


•                                          Details of all the Products covered under TSS;


•                                          Details of inventory of spares with minimum details as
per the SPIR form;


•                                          Details of upgradation carried out on
equipment/software;


•                                          Details of Sub-contractors and their responsibilities;


•                                          Details of Service Levels achieved  –  As
per the Service Availability Report 
–  SAR; and


•                                          Details of the invoices raised by Vendor and the
payments made by Reliance.


•                                          All documents concerning movement of spares within
India and outside India


 


 


15

















 


 


The
above documents shall be maintained on online basis and shall be subjected to
audit by Reliance authorised personnel anytime during the subsistence of TSS.
For this purpose, the Vendor shall extend unlimited access to the records and
documents. Reliance reserves the right to take possession of the documents
either during the duration of  TSS or
thereafter at its sole discretion.


 


Reliance
reserves the right to suggest any other formats or information and request
Vendor to maintain such details as and when it becomes necessary Vendor shall
be liable to maintain such details on online basis.


 


Vendor
is responsible for design, develop and maintain a comprehensive System and
database for the  Products. All the
activities pertaining to TSS shall be captured in the same and shall be
available for deriving any type of reports required for the Reliance. Reliance
reserves the right to have direct access to such maintenance module. Vendor
shall furnish minimum of the following reports but not limited to the same to
Reliance:


•                  Service
Availability report - Once in a  [***]
(the Help Desk Engineer shall submit to the 
NOC in charge of Vendor who in turn will submit the same to the O&M
in charge identified from Reliance’s end) ;


•                  Root
Cause Analysis Report - as and when it is required (this shall be sent
immediately to Reliance’s in-charge for O&M after resolution of the
Emergency/Major/Critical problems);


•                  Upgradation
/ Enhancement Report - as and when required (This shall be submitted by the
Vendor’s circle in-charge to the Reliance s circle in-charge for O&M);


•                  Global
Data Analysis Report;


•                  System
Performance Analysis Report [***];


•                  Vendor’s/other
Reliance Experience Report worldwide and feedback on any issues and resolution
passed etc., which are relevant to the business of the Reliance.


•                  Spare
in stock at Vendor’s premises under repair /in transit report


 


5.17        Quality Improvement Analysis


Vendor
will carry out analysis of the Broadband Access Reliance Network and ensure the
continuous improvement in the quality of the same . In this connection, Vendor
shall


•                  Analyze the configuration and performance of the Broadband Access
Reliance Network and makes specific recommendation for the action to be taken
for improvement;


•                  Review and provide report to identify intermittent problems that may
affect the Broadband Access Reliance Network including detection and correction
of database errors created during the operations of the Broadband Access
Reliance Network, which cannot be resolved during the day to day operations;


 


 


16

















 


 


5.18        Software and Firmware Updates and
Upgrades


Vendor
will provide all Software, firmware Updates/Upgrades (major/ minor) and,
Combined Releases as per the charges 
specified in Exhibit A to the Broadband Access Services Contract to to
Reliance during a period of [***] including the applicable Product Warranty
Period. Software and firmware Updates/Upgrades should be provided in case of an
emergency problem with minimal testing to correct the Critical problems. Any
such  Update/Upgrade will be fully
tested and provided in the next available 
Update/Upgrade.


 


Vendor
shall be responsible for correcting any problems arising with the Software  irrespective of any Software
Updates/Upgrades are released or yet to be released for such problems. Software
Update shall include the following:


•                  Software correction for complete release of a feature; and


•                  Repair loads, or Software Updates to take care of critical bug fixes
and corrections into the generic software release.


 


Vendor shall be responsible for installation, testing
and verification of all Updates and Upgrades, Combined Releases and any other
correction software provided as part of 
TSS.


 


If Reliance is operating a Software version which is
not the current minimum supported version, the Vendor is responsible for
upgradation/enhancement of such software to the most current version of the
same and carry out TSS. However, in the process of providing TSS for the
Software Vendor shall not wait for upgradation/enhancement of the Software and
will ensure that the defect is fixed without any delay. However, Vendor shall
subsequently ensure upgradation and enhancement.


 


5.19        Meetings


Reliance and Vendor agree to set up task force
consisting of technical and managerial personnel/executives from both the
parties. The task force will meet [***] and which meeting will be a forum to
review, discuss, status of the operation of the Broadband Access Reliance
Network, technical support calls, field visits, module replacements and
configuration analysis status of Services levels and improvements thereof,
requirements of Reliance and recommendations from the Vendor improvements in
operation and maintenance of the Broadband Access Reliance Network.


 


These meeting shall also be the occasion to share
information between Reliance and Vendor at a detailed operational level to find
opportunities for improving practices, product features or network reliability.


 


 


17

















 


 


5.20        Access to Database


Vendor shall allow Reliance to access all available
inventory management system for tracking and analysing all  spares at all location of Vendor and provide
assistance to Reliance for interfacing the same with the inventory system
maintained by Reliance.


 


In addition, subject to the confidentiality
arrangements Vendor shall provide access to its database for the problems
encountered and its solutions in provision of services in other networks world
wide and which are accessible and available with Vendor’s local representative.


 


5.21        Predictive and Analytical Reports


 


Reliance shall carry out the first level maintenance. Vendor shall
assist to carry out fault analysis and trending to adjust and conform to
specifications and to specify corrective measures. Vendor shall lead/support to
analyze trends and predict potential failures or service degradations before
they are detected by alarm/performance threshold crossings. The results of the
predictive and analytical reports shall contain the standard accessible
information after analysis as well as the data available in respect of the
relevant module, during the manufacturing and testing, which can be used as a
guide for analyzing the patterns and trending. These reports shall be used for
development and improvement of the Broadband Access Reliance Network.


 


5.22        Obsolescence and Up-gradation Activities
Management:


Vendor is responsible for continuous monitoring
of Products including spares for its obsolescence. For this purpose, Vendor
shall monitor the developments taking place with respect to the
improvements/enhancements/functional features either in the market or in the
research and development centres of different original suppliers of the  Products and keep Reliance informed about
the same well in advance. Also, Vendor shall recommend specifically the new
products/developments/features/functional or capacity enhancements to Reliance
for approval and implementation.


 


 


Schedule
A           :               Format of CSR Form


 


Schedule
B           :               List of Repair Centres and Global Service Centres


 


Schedule
C           :               Preventive Maintenance Plan / Schedule


 


Schedule
D           :               Repair and Replacement /Return Advice


 


Schedule
E            :               Initial Response Sheet 


 


Schedule
F            :               Service Availability Report


 


Schedule
G           :               Service Availability Payment Certification


 


 


18

















 


 


Schedule
H           :               List of O& M In charge


 


Schedule
I             :               Overall Maintenance Activity Report


 


Schedule
J      :                     Process
of Repair and Replacement 


 


Schedule
K           :               Spare Management


 


Schedule
H :                         Vendor
Help desk Process, Management and Organisation


 


 


 


19

















 


Customer Service Request
(Attachment A)


 


	
  CSR no.

  	
  :

  	
  Circle Name

  	
  :

  
	
   

  	
   

  	
  City Name

  	
  :

  
	
  CSR Date

  	
  :

  	
  Site name

  	
  :

  
	
   

  	
   

  	
  Site GIS UID

  	
  :

  
	
   

  	
   

  	
   

  	
   

  
	
  Target Resolution Time

  	
  :

  	
  Actual Resolution Time
  and Date

  	
  :

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Category of Fault

  	
  :

  	
  (Critical\Major\Minor)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Time of raising the CSR

  	
  :

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Copies
  sent to (Tick as Relevant)

  	
   

  	
   

  	
   

  
	
  Field

  	
  :

  	
   

  	
   

  
	
  Regional

  	
  :

  	
   

  	
   

  
	
  National

  	
  :

  	
   

  	
   

  
	
  Asiapacific

  	
  :

  	
   

  	
   

  
	
  Corporate

  	
  :

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Nature
  of Fault

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Initial
  Internal Maintenance

  activity performed and result

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Escalation
  Required

  	
  :

  	
  Y/N                         To:

  	
   

  
	
  Escalation
  Note

  	
  :

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Action
  Required by Contractor

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature
  of Reliance Field Engineer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name :

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Empl.
  No. :

  	
   

  	
   

  	
   

  



 

















 


LIST OF REPAIR CENTRES AND
GLOBAL SERVICE CENTRES


(ATTACHMENT B)


 


 


[***]


 


 


 

















 


 


Reliance Infocomm Broadband FTTB Access
Network


Preventive
Maintenance Document (Attachment C)


 


Introduction:


 


This document highlights some of the important points
that are to be taken care of during the installation and routine operation of
the AN FTTB to ensure smooth and reliable operation of the system.  The AN FTTB is a reliable and maintenance
free Access Node and the amount of post installation maintenance required is
negligible.  The items given below can
be considered as general guidelines for maintenance in addition to the system
configuration and system installation rules already provided.


 


Audience


 


This document is intended as a guideline to the
Installation and Commissioning Engineers, O&M Staff and Network planning
groups to create procedures and processes for installation of the AN FTTB
network


 


 


[***]


 

















 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  R&RR No : -

  	
   

  	
  Circle Name : -

  	
   

  	
  Site Name : -

  
	
   

  	
   

  	
  City Name : -

  	
   

  	
  GIS UID : -

  
	
  R&RR Date : -

  	
   

  	
  Store Location : -

  	
   

  	
   

  



 


	
  Sr. no. 

  	
   

  	
  Item

  Description

  	
   

  	
   

  Part No

  	
   

  	
  UOM

  	
   

  	
  Quantity

  	
   

  	
  Fault

  Identified

  	
   

  	
  Corrective action

  Suggested

  	
   

  	
  Qty issued by Stores

  	
   

  	
  Item Identification Reference

  	
   

  	
  Items

  Received by

  	
   

  
	
  1

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Items to be sent to

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Root Cause Analysis

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Prepared by

  	
  Verified & Authorised

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name & Signature

  	
  Name & Signature

  



 

















 


	
  Description

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  IRS no.

  	
  :

  	
  CSR no.

  	
  :

  
	
   

  	
   

  	
   

  	
   

  
	
  IRS date

  	
  :

  	
  CSR date

  	
  :

  
	
   

  	
   

  	
   

  	
   

  
	
  IRS Time

  	
  :

  	
  Circle

  	
  :

  
	
   

  	
   

  	
  City

  	
  :

  
	
   

  	
   

  	
  Site

  	
  :

  
	
   

  	
   

  	
  GIS UID

  	
  :

  
	
   

  	
   

  	
   

  	
   

  
	
  Fault
  Reported

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Remedial
  Action suggested

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Contractor’s Engineer

  	
  Signature

  	
  Name :

  	
   

  
	
   

  	
   

  	
  Phone :

  	
   

  
	
   

  	
   

  	
  Fax no. :

  	
   

  



 

















 


 


	
  Downtime

  
	
  Sr. No.

  	
   

  	
  Circle Name

  	
   

  	
  City Name

  	
   

  	
  Critical

  	
   

  	
  Major

  	
   

  	
  Minor

  	
   

  	
  Total Downtime

  	
   

  	
  Service Level

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


 

















 


Service
Availability-Certification for Payment (Annexure - 7)


 


	
  Description

  
	
   

  
	
  Circle Name

  
	
   

  
	
  Operations Incharge Name
  :

  
	
   

  
	
  Period From :

  
	
  To :

  
	
   

  
	
  Contractor’s Invoice
  Reference

  
	
  (for the above period)

  
	
   

  
	
  Invoice Amount

  
	
   

  
	
  Service Level Achieved

  
	
   

  
	
  Recommended for payment :
  In full \ In partial

  
	
   

  
	
   

  
	
   

  
	
  If
  Partial

  
	
  Amount to be withheld

  
	
  Amount to be deducted

  
	
   

  
	
  Special
  Remarks

  
	
   

  
	
   

  
	
   

  
	
  Circle Operation Chief
  Signature

  
	
   

  
	
  Note :

  
	
  To Accounts : Original
  copy

  
	
  To Contractor : Duplicate
  copy

  
	
  To Operations Chief’s
  Office : Triplicate copy

  



 

















 


List of O and M In Charge
(Annexure - 13)


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  O&M Incharge

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sr. no.

  	
   

  	
  Circle

  	
   

  	
  Address

  	
   

  	
  Name

  	
   

  	
  Designation

  	
   

  	
  Phone

  	
   

  	
  Mobile

  	
   

  	
  Email

  	
   

  	
  Fax

  	
   

  
	
  1

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
  Sr. No.

  	
   

  	
  CSR No.

  	
   

  	
  Category of Fault

  	
   

  	
  Fault in brief

  	
   

  	
  Equipment Name

  	
   

  	
  Equipment Ref. No.

  	
   

  	
  Component Description

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


	
  Component Part No.

  	
   

  	
  CSR time

  	
   

  	
  Initial Response Time

  	
   

  	
  Restoration Time

  	
   

  	
  Time taken to restore

  	
   

  	
  Corrective Action

  	
   

  	
  Total down time

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


 

















 


Proposal for Broadband FTTB Access Network


Process
for Repair and Replacement  (Attachment
H)


 


1.                                      PURPOSE


The purpose of this
‘Return Material Process’ (hereinafter referred to as “RMC”) is to prescribe a
detailed process to ensure proper handling of Defective Parts/Items requiring
repairs and/or replacement within 
outside the contracted warranty period.


 


2.                                      DEFINITIONS


“FRU” (Field Replacement
Unit)  shall mean the Equipment,
sub-assembly, component, or the part, supplied under the Contract, which have
become unserviceable and which require repair, or replacement in order to again
become serviceable.


[***]


 


 


 


ANNEXURE – A


 


Information to Accompany the Defective FRU : Defective Report


 


 


	
  Customer
  Name :

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Complaint Date

  	
   

  	
  Complaint Raised By :

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


Proprietary and Confidential


 


Page 1
of 4

















 


 


	
  Site Name :

  	
   

  	
  Location : MUMBAI/PUNE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Part
  No :

  	
   

  	
  Serial No :

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Description :

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Invoice No :

  	
  Invoice Date :

  	
   

  	
  B/E No. & Date :

  
	
   

  	
   

  	
   

  	
   

  
	
  REMARKS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


 


 


ANNEXURE
– B


 


Documents to Accompany the [***]


 


COMMERCIAL
INVOICES FOR RE-EXPORT/IMPORT OF DEFECTIVE FRUS.


Vendor
Manager  shall prepare the Commercial
Invoice/Delivery Challan which will contain the following information:


 


(a)          Invoice Number and Date.


 


Proprietary and
Confidential


Page 2
of 4

















 


(b)          Carton No./Authorization Number.


(c)          Serial Number of [***].


(d)          Part number of [***].


(e)          Description of [***].


(f)            Quantity of [***].


(g)         Declared value (cost price) for Customs Purposes


(h)         Signature.


DOCUMENT REQUIRED 


DOCUMENTS REQUIRED AT THE TIME OF
RE-EXPORT


Following
documents are required to facilitate export of [***].  Customer shall furnish these documents to Vendor along with the
[***].  Without these documents no
consignment can be exported.


(a)          Original Export Invoice


(b)          Original GR Waiver issued by Bank ( Original
Triplicate Copy or Exchange Control copy of 
Bill of Entry)


(c)          Copy of Import Invoice  against which the items/parts/ equipment was initially imported.


(d)          Original Duplicate Importers’ copy of Bill of Entry


(e)          Declaration by Vendor regarding price/serial no. of
defective items and address of the Repair Center.


(f)            Authority letter incase of RS&R for third party
equipment.


(g)         Request letter to AC Exports regarding permission for
Re-export.


(h)         Insurance Cover Note.


DOCUMENTS REQUIRED AT THE TIME
OF  RE-IMPORT  AFTER REPAIRS


Following documents are required at the time of re-import of
repaired/replaced [***].


(a)          Original Invoice mentioning  serial no. of  repaired
items/parts, which should match with the corresponding export invoice.


(b)          Repair Certificate from Repair Center.


 


Proprietary and
Confidential


Page 3
of 4

















 


(c)          Original Export Shipping Bill.


(d)          Original Export Airway Bill.


(e)          Original dispatch documents consisting of following :


•                  Master Airway Bill.


•                  House Airway Bill


•                  Airlines Delivery Order


•                  Freight Forwarders Delivery Order


•                  Import General Manifest


•                  Pre-condition: Items/Parts which are
exported for repairs, the same should come back after repair.


•                  Proper identity should be established at
the time of re-import in terms of serial nos.


REQUIREMENT FROM OTHER ORGANISATIONS/ DEPARTMENTS/  CUSTOMER


•                  All the Import documents pertaining to
the import of original Equipment shall be provided by the Customer


•                  All the Export Documents shall be given
to the CFO department for getting the GR - Waiver. Only on receipt of GR-waiver
and Export Documents, [***] can be sent to the repair center abroad.


 


 


Proprietary and
Confidential


Page 4
of 4

















Reliance and UTStarcom Proprietary
& Confidential


 


Schedule N


 


SPARES MANAGEMENT


 


 


1

















 


 


CHAPTER  : SPARES
MANAGEMENT


 


1.1                                         INTRODUCTION :-  In order to
ensure the continuous operations of the entire Network and to provide the
highest level of service to the customers, it is Reliance desire to ensure the
availability of all the spares .  For
this purpose, the entire Spares Management procedures and processes are defined
in this Chapter which depicts out the complete obligations on both Reliance and
Vendor.


 


1.2                                         PHILOSOPHY :-  It is Reliance
philosophy that the spares are stocked adquately in number for serving the
Equipment in the Network.  The spares
shall be stocked in locations in such a way that the same are available to the
site within a very short time so that the problem resolution times are met.  The spares shall strictly be used for the
purpose of Broadband Access Reliance Network and the Inventory management of
the same shall be strictly monitored scientifically.


[***]


 


 


2

















 


Broadband
FTTB Access Network


Help
Desk Procedure - Attachment J


 


 


[***]


 


 


Proprietary and
Confidential


 


Page 1
of 1

















HIGHLY CONFIDENTIAL


MARCH 16 2002


 


 


BACKBONE
NETWORK


RESPONSIBILITY
MATRIX


ANNEXURE -
R


 


To the Backbone Services Contract between


RELIANCE COMMUNICATIONS PRIVATE LIMITED,

“Reliance”


and


[INSERT NAME],

“Contractor” or “Contractor”


 


Dated as of                            ,
2002

















 


RESPONSIBILITY
MATRIX:$Inc=Included in cost of Equipment & Software supplied under the
Documents ; $C = Charges for Installation,Testing,Commisioning services. ; $R =
Retained expenses; $MS = Management services as laid down in the Documents; $
TS = Training services as laid down in the Documents; $TSS = Technical Support
Services  as laid down in the Documents;
$PT=Pass through expenses.


 


 


[***]