RETAIL DISTRIBUTION AGREEMENT

THIS AGREEMENT IS MADE AT AHMEDABAD ON THIS ________ DAY OF ________________ 2018

Between

YOU Broadband India Limited, a Company incorporated under the Companies Act, 1956
and having its Registered Office at Plot No. 54, Marol Co-operative Industrial Estate,
Makwana, Andheri (East), Mumbai – 400059 (hereinafter referred to as "The Company)",
which expression shall unless repugnant to the context or meaning thereof be deemed to
mean and include its successors and assigns thereof of the One Part:

And
__________________ (PAN No. __________________; GST No. ______________________), a company
registered under the Companies Act, 1956, and having its registered office at
__________________, represented herein by its ________ and Authorised Signatory Mr.
__________________, hereinafter referred to as “Channel Partner”, (which expression shall unless
repugnant to the subject or context shall mean and include its successors and permitted
assigns) OR

(a)Mr. __________________, son of __________________, aged about ___ years, resident of

__________________ (b) Mr. __________________ son of __________________, aged about ___ years, resident
of __________________ and (c) Mr. __________________ son of __________________, aged about ___ years,
resident of __________________, carrying on business under the name and style of
__________________, (PAN No. __________________; GST No. ______________________), a partnership firm
registered under Partnership Act, 1932 and having its registered office at __________________,
represented herein by its partner and duly authorized signatory Mr. __________________, son of
__________________, aged about __________________, hereinafter referred to as “Channel Partner”,
(which expression shall unless repugnant to the subject or context shall mean and include
any or each of the partners and survivor(s) of them and the partners from time to time
(both in their personal capacity and as partners of the firm) and their respective heirs, legal
representatives, executors, administrators and permitted assigns, successors of the firm) OR

___________________, a sole proprietorship concern, having its principal place of business at

_________________________, represented herein by its sole proprietor Mr. __________________,
hereinafter referred to as “Channel Partner”, (which expression shall unless repugnant to
the subject or context shall mean and include the proprietor / proprietress (both in his / her
personal capacity and as proprietor / proprietress of the concern) and his / her their
respective heirs, legal representatives, executors, administrators and permitted assigns,
successors of the concern) of the OTHER PART

WHEREAS
The Company is engaged in the business of providing Internet Services in India which inter-
alia includes the provision of services such as Broadband Internet Access and other Value
Added Services ("the Services");
a) The Channel Partner is conducting his business in the Territory as mentioned
hereinafter in Annexure 1 (“Territory”) and represents to have necessary
infrastructure, facilities and expertise as well as considerable contacts and goodwill
in the Territory;
b) The Channel Partner has approached the Company for appointment to promote and
sell the aforesaid Services;
c) Relying upon the Channel Partner's representations, the Company intends to
appoint ____________________________ as a Channel Partner of the Company on an
exclusive basis for promotion and sale of Broadband Internet plans, on the terms
and conditions hereinafter appearing;

NOW, THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. SCOPE OF SERVICES
The Company hereby appoints as its Channel Partner to promote and sale its products
which inter-alia include the provision of its Broadband services on the terms and conditions
as contained herein and as more particularly described in Annexure 2 to this Agreement.

2. CHANNEL PARTNER'S RESPONSIBILITY

2.1 The Channel Partner shall be responsible for the promotion, sale and distribution of
the Services to other dealers and points of sale in the Territory.
2.2 The Channel Partner shall always ensure that the brand name, goodwill and
business interests of the Company are protected while selecting, screening and appointing
field personnel who shall be representing him in his dealings with the Customers.
2.3 The Channel Partner will be responsible for the conduct and actions of all of his
associates and its staff while fulfilling the target set for him by the Company.
2.4 The Channel partner shall recruit at his sole cost adequate sales force for carrying
out their obligations effectively. The names and other details of the employees of the
Channel partner shall be provided to the Company on demand. The Company shall not be
liable for any act or omission of the Channel partner or the field personnel appointed by the
Channel partner.

3. TERM
Subject to the termination clause mentioned in this Agreement, this contract is valid from 1st
June, 2018.

4. CHANNEL PARTNER'S OBLIGATION

a) Channel Partner of the Company.
On accepting the appointment, the Channel Partner shall use its best endeavors to promote
and market the Services and to seek orders for the Services.

b) The Channel Partner will immediately provide confirmed order along with 100%
advance payment by way of a demand draft/pay order/cheque (subject to realization)
enabling the Company to execute the order promptly.

c) Contract with Customer

i. The Channel Partner, while dealing with the prospective customer, should
explain clearly the prevailing/proposed schemes of the Company in respect of the Services
along with its benefits and costs and all the applicable prices, terms and conditions, taxes
and tariffs that are announced by the Company as per the prevailing laws in force at that
time and as may be changed by the Government, DOT or the Company. The same will be
clearly explained to the prospective subscribers by the Channel Partner and would have to
be provided to the prospective subscribers along with the Registration forms, Scheme
document as prevailing and the prevailing price list. Any "Add-on-Services" will be charged
extra as per rules and regulations of the Company that may be in force and all such tariff,
packages are subject to change without any notice. It will be the Channel Partner's
endeavor and duty to ensure that the sales made through it, whether directly or indirectly
through his associates, are genuine sales and the prospective Customer is a genuine person.
While recommending a potential subscriber, the Channel Partner shall consider that the
Company will place considerable reliance on the recommendation of the Channel Partner in
deciding whether or not to accept a Customer.

ii. The Channel Partner, before submitting the Customer Registration Form
("C.R.F.") to the Company shall ensure that it is properly filled in, signed and is accompanied
with the necessary documents after checking the authenticity of the documents attached. It
shall be the primary duty of the Channel Partner to collect the relevant documents
prescribed by the Company as per the requirements of the Government/Department of
Telecommunication under the prevailing laws that may be in force and as may be changed
from time to time. The Channel Partner undertakes to the Company to scrutinize the
documents submitted with the C.R.F., viz: Address Proof and confirm that the same
belong/pertain to the person who has applied for the subscription/service, and that the
originals of such documents have been checked by the Channel Partner.

iii. The Channel Partner on enrolling a customer shall collect on behalf of the
Company a cheque or D.D. in favor of "YOU Broadband India Limited" towards the
Installation charges, Internet Service/hardware Charges in advance, as applicable. The
amount to be collected will be the standard amount or as may be intimated by the Company
based on any scheme promotion that is announced by the Company and conveyed to the
Channel Partner in writing. The Channel Partner shall not collect cash from customers
under any circumstances. The Channel Partner will be required to immediately collect
demand draft from the Customer in case the cheque furnished by the Customer has been
dishonored, where the installation has been effected.

iv. The Channel Partner shall issue manual receipts to customers upon
collecting payments in the manner stated in sub-clause 4(c)(iii) above. The receipt shall
clearly mention that the Channel Partner is an associate of the Company. The Manual
Receipts will be issued by the Channel Partner from pre-printed, serially numbered receipt
books. The Channel Partner shall exercise adequate control over the maintenance of receipt
books and issuance of receipts in order to avoid any fraudulent activity.

v. The price to be quoted by the Channel Partner to any Customer shall not be
more than the list price that will be provided by the Company under any circumstances. On
receipt of a confirmed order from the Customer, the Channel Partner will immediately pass
on the order to the Company along with the C.R.F. and the necessary payment to enable the
Company to execute the order promptly.

vi. Under no circumstances the Channel Partner will quote/charge the

Customer below the list price by way of cash discounts etc. If found so, the Company has
the right to deduct the amount from the commission payable/due to the Channel Partner. In
the event of any special discount offered by the Company to the Customers and the same not
being offered/ imparted to the Customers by the Channel Partner, then in that event, the
Company shall be entitled to terminate this Agreement.

d) SALES PROMOTION
(i) The Channel Partner shall, at all times during the term of this Agreement, actively
promote and use its best endeavor to increase the sales of the Services in accordance
with applicable laws and adapt to carry on merchandising policy designed to enhance
goodwill associated with the name and reputation of the Company and its services.

(ii) The Channel Partner shall employ at least one sales executive per thirty outlets, to
sell the services of the Company.

e) The Channel Partner shall pay all license fees, taxes, duties, including but not limited
to sales tax, goods and service tax (“GST”) and any other charges, assessments or
penalties whether statutory or otherwise imposed or levied by any competent
authority in connection with the operation of the Channel Partner’s office and
business. Unless otherwise agreed in writing, Channel Partner shall be solely
responsible for all costs and expenses for maintaining the Channel Partner’s office
and business and all operating expenses incurred in connection therewith; The
Company shall not be liable to pay any amount towards rent, service charges,
municipal charges etc. to Channel Partner in this regard.

f) TO COMPLY WITH THE LAWS

i) The Channel Partner shall comply with all applicable laws, rules and regulations in
force in respect of the Services. The Channel Partner agrees to promote sales of the
Company in accordance with applicable laws and not to carry out or undertake any
activity that would harm the Company's reputation or image in any manner.
Channel Partner would be bound by the General Code of Ethics that are followed as
good practices and as may be intimated to him from time to time by the Company.
The Channel Partner shall observe all applicable legal and regulatory guidelines and
obtain all necessary licenses, consents and permissions required for carrying on all
or any activities to perform its obligations hereunder.
 ii) The Channel Partner shall comply with all Applicable Law relating to bribery and
corruption and shall not do, or omit to do, any act that will cause Company to be in
breach of any such Applicable Law, and in doing so: (i) shall not give or receive any
bribes, including in relation to any public official; and (ii) shall maintain an effective
anti-bribery compliance regime, that monitors compliance and detects violations. If
Channel Partner breaches the obligations in this clause it shall indemnify Company
against any Actions arising as a result of the breach;

g) COMMISSION ON SALES
i. In consideration of the Channel Partner fulfilling his obligations contained
herein, Company will pay the Channel Partner the commission at the
standard commission rates and on payment terms as communicated in
writing to the Channel Partner by Company from time to time.

ii. The Channel Partner will not be entitled to any commission for such sale
which are fraudulent or where documents and proofs have been falsified or
forged or if any other fraudulent activity is identified by the Company at any
point of time, whether at the time of calculating the commission when it
becomes payable or afterwards, or any alteration or mischief to Modem /
Cable leading to damage to the Company’s Internet Network, revenue or any
other illegal activity resulting in a loss to the Company and its reputation.

iii. In all matters relating to the payment of commission and eligibility of the
Channel Partner for being entitled to commission, the decision of the
Company shall be based on prevailing company policies and shall be final
and binding on the Channel Partner. The Channel Partner shall not be
entitled for any Activation Commission, Tariff Plan Bonus or any other
incentives of like nature which may accrue to the Channel Partner after the
date of termination/suspension/cancellation of this Agreement.

iv. Payment of commission as provided above is the sole, complete and

exclusive consideration payable by the Company to Channel Partner and
 there shall not be any other payment/reimbursements of any nature
whatsoever.

v. The payments shall be subject to deduction of applicable taxes as per the

applicable tax laws.

vi. The Commission is applicable only for the new sale that gets installed in the
Company’s system.

vii. The Channel Partner shall not bring in the existing Customers as the “NEW
CUSTOMER” by virtue of change of name/identity etc in the system and
claim commission(s) as eligible to Channel Partner.

viii. The Channel Partner cannot deviate/divert Company’s direct sales executive
to his sales by way of offering extra commission, incentives etc to direct sales
executive of the Company.

h) CONFIDENTIAL INFORMATION

i) The Channel Partner will keep in confidence from the date of the Agreement
and up to two years from the date of termination or expiry of the Agreement
(whichever is earlier) any confidential information including (i) information
concerning the business and affairs of the Company that Channel Partner
obtains or receives from the Company; or (ii) information relating to the
details of technical or servicing know-how, administration and/or
organizational matters pertaining to the Company or any other proprietary
information which arises out of the performance of Channel Partner’s
services under this Agreement or (iii) personal information related to the
customers or prospective customers of the Company including the identity
or address proof documents submitted by them to the Channel Partner or
his employees and agents (collectively “Confidential Information” of
Company) which has been disclosed to Channel Partner, or obtained under
the Agreement and will not, without the prior written consent of the
 Company, disclose that Confidential Information or the existence or details
of the Agreement to any person (other than their employees or professional
advisers who need to know the information). The Channel Partner will use
confidential information obtained under this Agreement only for the
purposes of the Agreement.
ii) The obligations set out in sub-clause (i) above shall not apply to information
which: (a) has been published other than through a breach of this
Agreement; (b) is lawfully in the possession of the recipient before the
disclosure under this Agreement took place; (c) has been obtained from a
third party who is free to disclose it; or (d) which a party is required to
disclose by law or for the purposes of a regulatory authority.
iii) Upon termination of this Agreement, all the Company’s technical and
business documentation or information shall be immediately returned by
the Channel Partner to the Company.
iv) The Company reserves the right to terminate this agreement forthwith in
case of breach of this clause on the part of the Channel Partner. Such
termination shall be without prejudice to any other right that the Company
may have under this agreement or any other law for the time being in force.

i) REPORTS
i. The Channel Partner will render proper and systematic reports to the Company as per
Company’s requirement in respect of the Services. The Channel Partner shall submit a
daily report containing the amount of sale and collection of Installation charges, Internet
Service/hardware Charges from the customers of the Company.

ii. The Company will prescribe the type of reports and their periodicity to be submitted by
the Channel Partner. The Channel Partner agrees to submit such reports diligently and
faithfully to the Company, in such format as prescribed by the Company on a regular
basis. The Company shall have the right to call for and inspect the records maintained
by the Channel Partner in respect of the Services at any time.

iii. The Channel Partner will furnish a quarterly “No Dues Certificate” to the Company
within 10 days from the end of each quarter.
j) REPRESENTATIONS AND WARRANTIES

i) Each Party represents and warrants to the other as follows:

A. That it has full power, capacity and authority to execute, deliver and perform this
Agreement and it has taken all necessary action (corporate, statutory or otherwise),
to execute, deliver, perform and authorise the execution, delivery and performance
of this Agreement.
B. This Agreement constitutes a valid and binding agreement, enforceable in
accordance with its terms.
C. Neither the making of this Agreement, nor compliance with its terms will be in
conflict with or result in the breach of or constitute a default or require any consent
under:
a) Any provision of any agreement or other instrument to which such Party
is a party or by which it is bound; and
b) Any judgment, injunction, order, decree or award which is binding upon
such Party;
ii) The Channel Partner represents and warrants as follows:
A. He / It has the requisite infrastructure and experience and is thus capable of
acting as a Channel Partner of the Company;
B. He / It has/will obtain and maintain at all times all permissions, registrations
consents, etc. from the concerned government authorities, departments etc. that
may be required to give effect to any/all clauses of this Agreement and will
procure, renew and keep the same valid at all times during the term of this
Agreement. These all documents available with the Channel Partner would be
available to the inspection of Company and copy of same may be made available
for record of the Company;
C. He / It will pay all rates and taxes payable to local authorities, departments,
bodies, committees etc.
D. He / It undertakes to comply with all the provisions of Goods and Services Tax
Act (GST), 2017 and responsible to obtain and provide correct GST registration
number, invoices to be raised as per GST formats, inform billing address to
Company, intimate any change in details, pay GST on supplies made its
 associate/sub-distributor, agents and retailers, as the case may be. It shall
further be responsible for any credit loss on account of incorrect information
supplied by its associate/sub-distributor, agents and retailers, if any.
E. All the invoices raised by the Channel Partners shall mention the location in the
“Bill To, Ship To” category stated in the Purchase Order (PO). The Invoices shall
be raised with the statutory time limit and in the format specified under any law.
If credit of GST is disallowed to Company due to any defect in the invoice, delay
in raising invoice, delay in making payment of taxes, delay in filing of returns,
non- compliance or default by Channel Partner, Channel Partner shall reimburse
to Company the entire tax amount as well as any consequent penalty and
interest imposed.
F. If any change in tax structure and or tax laws or a change in the existing
legislation which governs this Agreement, prejudice to the interest of Company,
then it reserves its right to forthwith terminate or renegotiate this Agreement
before the expiry of the agreed period.
G. It will perform its obligations under this Agreement in compliance with all
applicable and enforceable laws, ordinances and regulations (including inter alia
those issued by DoT / TRAI) and will obtain and maintain in full force and effect,
all permits, licenses, consents, approvals and authorizations necessary for the
performance of its obligations hereunder at all times during the subsistence of
this Agreement, including renewal hereof.
H. By this Agreement there shall not exist any employer-employee relationship
between the Parties hereto and between Company and the employees of the
Channel Partner.

iii) The Channel Partner shall not make any commitments, warranties or
representations to the prospective Customers on behalf of the Company. The items
covered under warranty, if any, and the terms and conditions of the Company for the
said warranty, shall be separately informed to the Channel Partner.

iv) The Channel Partner hereby agrees/confirms/warrants that it will be solely

responsible for any loss, whether financial or otherwise arising out of wrong
representation/commitments made to the Customer, or due to getting
 fraudulent/delinquent Customers, submitting false papers, forged proofs, etc. to the
Company. The Channel Partner will also be responsible for any damage resulting
out of manipulation of Modem, Cables or the connection to the Company’s network
by devices causing technical or financial loss/harm to the Company. The Channel
Partner shall also be liable for all such statutory non-compliances and third party
claims arising due to the wrongful act or performance of Channel Partner or any of
his representatives during the fulfillment of the abovementioned Purpose of this
Agreement.

k) The Channel Partner shall be required to submit his claim of commission in respect of any
calendar month latest by 5th day of the immediately succeeding calendar month.
Commission shall be paid only on actual activation of the customer by the Company.

l) Channel Partner Employees

All persons deployed by the Channel Partner for rendering services, carrying out its
responsibilities or discharge of its obligations under this Agreement, shall at all times be
treated as employees of Channel Partner. Channel Partner is responsible for payment of all
and any costs and liabilities statutory or otherwise associated with deployment of its
employees and/or its personal agents, assigns and other third parties, who are deployed for
rendering services under this Agreement, including their salary, income tax, Central
Provident Fund contributions, insurance, workmen's compensation, the Provident Fund and
Miscellaneous Provisions Act, 1952, Employees State Insurance Act, 1948, Minimum Wages
Act, 1948, Payments of Wages Act, 1936, Indian Stamp Act, 1899. Channel Partner shall also
ensure compliance with the requirement of the Contract Labour (Regulation and Abolition)
Act, 1970. Company shall not have any responsibility or liability in this regard.

m) VIRUSES AND THIRD PARTY SOFTWARE

i) Channel Partner shall: (i) not knowingly or intentionally introduce or permit the
introduction of a Virus into the Company network; (ii) take precautions in accordance with
industry best practice to ensure that no Virus is introduced as a result of performing its
obligations; (iii) immediately report to Company if Channel Partner finds a Virus that may
impact Company, and provide all information reasonably requested by Company in relation
to the Virus; and (iv) where a Virus is introduced or permitted to be introduced by Channel
Partner into the Company network, promptly take all steps necessary as agreed by Company
to support Company in eliminating the Virus.
ii) Channel Partner will remain solely liable for third party software, if any, deployed by the
Channel Partner for providing Services under this Agreement, including the intellectual
property rights related thereto. Channel Partner agrees and undertakes to take adequate
care to ensure that the all third party software deployed by the Channel Partner have been
legally acquired and are virus free and free from any legal or technological restriction
whatsoever. Channel Partner further agrees and undertakes to indemnify Company against
all losses and damages suffered by Company owing to usage of any third party software
provided by the Channel Partner while rendering Services under this Agreement.

5. THE COMPANY’S OBLIGATION

The Company hereby agrees as follows:

a) PRICE
i. The unit sale price for the Services mentioned are circulated, as the recommended
Price List, which shall be intimated by the Company or its Branch Office having
jurisdiction over the area where the office of the Channel Partner is situated.

ii. The Channel Partner agrees that the Services shall be sold strictly in accordance with
the prices, terms, conditions and procedures as announced by the Company from time
to time.

b) PROMOTIONAL ASSISTANCE
The Company shall provide support for promotions from time to time. The Channel Partner
shall maintain all promotional/publicity materials in proper and operating conditions, as
provided by the Company.

6. ACCEPTANCE OF ORDER
The Company shall have no obligation to provide any part of the Services unless and until
the order has been accepted by the Company. The Company shall not incur any liability to
the Channel Partner or prospective Customer by reason of its refusal to accept the order.
7. LIMITATION OF LIABILITY
The Channel Partner agrees that under no circumstances shall the Company be liable for any
consequential, indirect or incidental loss or damage, howsoever caused (including contract
negligence, strict liability or otherwise) out of this Agreement, whether as a result of a loss
by the Channel Partner of present or prospective profits, anticipated sales, expenditures,
investment, commitments made in connection with this Agreement or on account of any
other reason or cause whatsoever.

8. RELATIONSHIP BETWEEN THE PARTIES

a) The authority of the Channel Partner shall be to promote the sale and acceptance of
the Services.
b) The Channel Partner shall remain an independent entity and that this Agreement
shall and does not create any relationship between the Company and the Channel
Partner of employment, joint venture or partnership between the two.
c) The Channel Partner is not authorized and shall not undertake or assume any
obligation of any kind express or implied on behalf of the Company.

9. TERMINATION
a) The Channel Partner or its authorized representative shall not engage itself directly
or indirectly whether as partner, director, associate concern, spouse, immediate
relatives or HUF etc. in any similar business during the subsistence of this
Agreement with any other Broadband Internet Service Provider. In case of breach of
this clause on the part of the Channel Partner, the Company shall have the right to
terminate this Agreement forthwith.
b) (i) Either party may terminate this Agreement by giving 30 Days written notice
to the other party.
(ii) The Company may terminate this Agreement immediately upon the
occurrence of any of the following events.
(a) Insolvency of the Channel Partner,
(b) The Channel Partner ceasing to function as a going concern,
(c) The Channel Partner declaring bankruptcy or liquidation, whether
compulsorily or voluntarily.
 (d) Any changes in the ownership or control of the Channel Partner.
(e) Failure to correct or cure any material breach by the Channel Partner of
any obligation under this Agreement within 14 days after receipt of a
written notice from the Company specifying such breach.
(f) The actions of the Channel Partner, in the opinion of the Company if
construed to be against the interest of the Company.
(g) Frequent late payments by the Channel Partner.

10. NON-SOLICITATION:
The Channel Partner agrees that during the term of the Agreement and for two years
thereafter, neither the Channel Partner nor any of its employees, affiliates, related entities or
assigns shall contact the Company’s Customers for the purpose of soliciting or giving
incentive to those Customers to encourage them to terminate their agreement with the
Company or to convert/change over to another Broadband Internet Service provider in the
area, nor shall such entities offer any monetary or other incentive or compensation to
encourage the Company’s subscribers to terminate their agreement with the Company.

Even after termination of Channel Partnership, the Channel Partner will not directly or
indirectly engage himself with similar kind of business for Channel Partner/distributorship
of any rival/competitive product for a period of six months.

11. CONTINUING OBLIGATION:

Each party shall abide by and uphold any and all rights or obligations, accrued or existing as
on the termination date.

12. SEVERABILITY
If any section, paragraph or clause in this Agreement shall be held to be invalid or
unenforceable in any jurisdiction, in which this Agreement is being performed, then the
meaning of such section, paragraph or clause shall be construed as to render it enforceable,
to the extent feasible and if no feasible interpretation would save such section, paragraph or
clause shall be severed from this agreement and the remainder shall remain in full force and
effect. Moreover, in this event if such section, paragraph or clause is considered an essential
element of this Agreement, the parties shall promptly negotiate a replacement thereof if the
parties are unable to agree upon replacement term within thirty (30) days of the final ruling
rendering such term invalid or unenforceable, either party may terminate this Agreement
upon ten (10) days prior written notice.

13. DISPUTES
In case of any dispute or misunderstanding between the Customer sourced by the Channel
Partner and the Company regarding the misunderstanding of a scheme, billing pattern,
nature of service or any other matter, the Channel Partner will assist the Company with its
fullest co-operation in resolving the dispute amicably.

All disputes and differences of any kind whatsoever arising out of or in connection with this
Agreement between the Channel Partner and the Company, shall be referred to arbitration,
under the Arbitration and Conciliation Act, 1996. The award of the Arbitrator or
Arbitrators, as the case may be shall be final and binding on both the parties. The Courts in
Mumbai alone shall have jurisdiction in relation to the disputes.

14. INDEMNITY

The Channel Partner shall fully indemnify and hold harmless the Company and its
shareholders, officers, directors, employees and representatives and agents against, and in
respect of any and all claims, actions, costs, losses, suits, prosecutions and damages,
including reasonable lawyer's fees, which Company may suffer or incur on account of or
arising out of
i) any action or omission of the Channel Partner or failure on the part of the
Channel Partner to comply with its obligations or any part thereof as
contained in this Agreement;
ii) any breach of and/or because of any wrong representations and warranties
of the Channel Partner as mentioned herein;
iii) any failure of the Channel Partner in complying with all applicable
legislation, statutes, ordinances, regulations, administrative rulings or
requirements of law including GST and other applicable tax laws;
 iv) any misuse/tampering of the address proof or identity proof of the
prospective customers of the Company by the Channel Partner, his staff,
agents, employees, consultants etc. or by a third party who may have got
access to the same on account of any act/omission of the Channel Partner,
his agents, staff, employees, consultants etc.;
v) any misconduct, misbehavior by the Channel Partner, his employees, agents,
authorized representative(s) with the subscriber(s)/prospective
subscriber(s) of the Company;
vi) Any false, misleading etc. information furnished by the Channel Partner, his
employees, agents, authorized representative(s) to the subscriber(s) /
prospective subscriber(s) of the Company;
vii) any illegal activity/business/trade etc. of the Channel Partner, his
employee(s), agents, authorized representative(s) etc. and
viii) any injury to or death of any person or persons and for damages to or loss of
property, arising out of or attributed, directly or indirectly, to the conduct,
operations or performance of the Channel Partner, his employee(s), agents,
authorized representative(s) etc.

15. INTELLECTUAL PROPERTY AND MARKS

i) Channel Partner agrees that all Intellectual Property Rights in any materials
provided by or on behalf of Company to Channel Partner under this Agreement
are owned by (or licensed to) Company and shall remain vested in Company or
its third party licensors.
ii) Except as provided in this clause, Channel Partner shall not use the trademarks,
trade names, product or service names, domain names, logos, slogans, typefaces,
brand or other proprietary words or symbols used by Company from time to
time or any derivative thereof or any combinations of trade names, trademarks
and company names (collectively “Company Marks”) and Channel Partner shall
not use or register any confusingly similar devices, logos, trade names,
trademark or domain names.
iii) Channel Partner shall use the Company Marks (and any relevant Company brand
materials) strictly in accordance with this Agreement, Company’s written
instructions and guidelines notified to Channel Partner.
 iv) Company shall give Channel Partner reasonable notice of any changes to any
Company Marks or brand materials. Channel Partner shall implement all
changes to its use of the Company Marks and brand materials within time
prescribed by Company.
v) Nothing will afford Channel Partner any right, title or interest in respect of any
of the Company Marks apart from the right of Channel Partner to use the
Company Marks for limited purposes of this Agreement as provided in this
clause. Any use of the Company Marks will be for the benefit of the owner of the
Company Marks only. Any goodwill in the Company Marks that may have been
acquired by Channel Partner through its use of the Company Marks will
automatically accrue to Company or such other company specified by Company
for this purpose without compensation to Channel Partner.
vi) Channel Partner will not undertake and will not authorise any practice that may
be detrimental to the Company Marks or the Company brand materials or
goodwill or reputation of the Company or may result in the rights of the
Company in the Company Marks or company brand materials becoming diluted.

16. ASSIGNMENT AND NOVATION BY COMPANY

i) Company may assign, novate, subcontract, or otherwise transfer any of its rights
or obligations in this Agreement to: (i) any of its group companies; (ii) the
purchaser of any business or assets of Company.

17. NOTICES
i) Formal written notices to be given under or in connection with this Agreement
shall be made in writing in English and shall be deemed to have been duly given:
(i) when delivered, if delivered personally and evidenced during the hours of
9.00am to 5.00pm; and (ii) on the 5th Business Day following posting, if posted
by prepaid registered A. D. mail or certified letter. The addresses for service shall
be as set out on the first page of this Agreement.
ii) Communications not requiring formal written notices may be effected by official
e-mail.

18. ENTIRE AGREEMENT

 i) This Agreement constitutes the entire understanding of the Parties and
supersedes all agreements between the Parties relating to distribution and all
other matters arising in relation to them.

19. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of
India.

20. JURISDICTION
This Agreement shall be deemed to have been made at Ahmedabad and it is specifically
agreed that courts at Mumbai shall have exclusive jurisdiction regarding any issue
arising out of the arbitration process as stated below and with respect to injunctive
relief, all in accordance with the Arbitration and Conciliation Act, 1996.

21. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which, when
executed and delivered, shall be an original, and all the counterparts together shall
constitute one and the same instrument.

IN WITNESS WHEREOF THE PARTIES HERETO HAVE SIGNED THIS

AGREEMENT THIS DAY AND PLACE HEREINABOVE WRITTEN
For YOU Broadband India Limited For Channel Partner

(Authorised Signatory) (Authorised Signatory)

Designation: Company Secretary Designation:
Name: Lakshmisree Chakraborty Name:
Witness Witness
1. 1.
 Annexure 1
Territory
Sr. No. City Areas
1

Annexure 2
Terms and Conditions

The Commissions Terms and Conditions are as follows:

 Installation charges – It will be a one time charge on orders picked at list price.
 Any reduction offered by the Company and/or the Channel partner on list price
installation charges would mean a proportionate reduction in the one-time charges
payable to the Channel Partner.
 Commission will be paid as per the Company policy from time to time picked up by
the Channel Partner.

General terms & conditions:

 The Channel Partner will be permitted to operate in areas stated in Annexure 1
 Channel Partner can prudently display promotion materials provided by the
Company from time to time.
 The commitments made to the customer should be strictly as per terms and
conditions of CRF and scheme paper. Company shall be forced to take appropriate
action in case of any false commitments given to customers and shall not be
responsible for the same.
 The Commissions payable to the Channel Partner will be payable only after the
activation of the customer’s connection.
 Channel Partner will assist the Company in identifying potential commercial clusters
to sell the Services of the Company.