SMART STOCKIST AGREEMENT (SERVICES) This Smart Stockist Agreement Agreement .2012 at .. by and between executed on ..

day of

........................<Insert>................................ [TO SPECIFY WHETHER INDIVIDUAL, SOLE PROPREITOR, PARTNERSHIP, OR COMPANY], having its office at ........................<Insert>................................ and represented by _______________hereinafter referred to as the Super Stockist which expression unless repugnant to the context or meaning thereof be deemed to include his/her heirs, legal representatives, executors, administrators, successors and permitted assigns of the First Part, and The Party identified in the Schedule-1 to this Agreement (hereafter referred to as the Smart Stockist, which expression shall, unless repugnant to the context thereof, mean and include its successors and permitted assigns) of the Second Part; Sistema Shyam TeleServices Limited, a company incorporated under the Companies Act, 1956,having its registered office at MTS Tower, 3, Amrapali Circle, Vaishali Nagar, Jaipur-302021, Rajasthan and its Corporate office at 334, MTS India, Udyog Vihar Phase IV, Gurgaon-122001 and its circle office at .. (hereinafter referred to as SSTL/MTS which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include their respective subsidiaries, affiliates, successors and permitted assigns and affiliates) of the Third Part. The Super Stockist, Smart Stockist and SSTL are hereinafter also referred to as 'Parties' collectively and 'Party' individually. WHEREAS: Super Stockist is engaged in the business of marketing and selling of telecommunication services and other values added services of Sistema Shyam TeleServices Limited SSTL (hereinafter referred to as Services) , under the trade mark / brand name of MTS in the Marketing Territory including the rural and villages area (hereinafter referred to as Marketing Territory)of the State of ; 2 Super Stockist, for the purpose of marketing and selling the Services on a larger perspective, is desirous of appointing Smart Stockist to manage the marketing and sales in the Marketing Territory; 3 Smart Stockist, has shown interest to be appointed as the distributor of Super Stockist for the purposes of providing the Services to the Subscribers/ Customers of SSTL. Smart Stockist has further represented to Super Stockist that it possess and has the required infrastructure, sufficient space, manpower,

adequate experience and financial resources to market and provide the Services and fulfill all its obligations contained in this Agreement; 4 Super Stockist relying on the representations and assurances of the Smart Stockist and believing the same to be true has agreed to avail the services of the Smart Stockist for the purposes of this Agreement and the Smart Stockist has agreed to undertake the obligations to provide the Services in accordance to the terms and conditions of this Agreement. NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: 1. OPERATIVE PROVISIONS 1.1 In this Agreement, unless the context otherwise requires:

Customer(s) means and includes: (a) persons who are present or past subscribers of/to the Service; and (b) Prospective subscribers of the Service. Customer Services means and includes all activities to educate and professionally advise potential Subscribers on the Service to ensure continued and satisfactory operations of the Service to the Subscribers. Confidential Information means any information relating to the Super Stockist or SSTL which is disclosed to the Smart Stockist pursuant to or in the connection with this Agreement (whether orally or in writing and whether or not such information is expressly stated to be confidential and, or, marked as such). Force Majeure means in relation to either Party, any circumstances beyond the reasonable control of that Parties (including without limitation Fire Accidents, Earthquake, related damages, floods, riots, major strikes, Lock- Out , War, Act of Government). Intellectual Property means any patent, copyright, design, service marks or other industrial or intellectual property right of SSTL or trademarks such as "MTS", "Sistema, Shyam" and such other marks/ logos etc that SSTL may use in the course of its trade or business in respect of the Services or similar Services, and applications for any of the foregoing. Marketing Territory means the geographical area mentioned in Annexure 1 of this Agreement as determined by Super Stockist in a State (which term includes either an abridged or enlarged or reconstituted area) within which the Smart Stockist has to carry on its obligations duly recognized by Super Stockist for the purpose of Compensation, etc under this Agreement. Retailers means any person who has been appointed by the Smart Stockist, with the prior written consent of Super Stockist, to serve as the retailer of the Smart Stockist to sell the Services under the terms and conditions contained in the letter of appointment/ Agreement that must be signed by the Smart Stockist and the retailer with the prior consent of Super Stockist, a signed copy of which shall be provided to SSTL upon demand. Every act or omission of the retailers so appointed shall for the purpose of this Agreement be deemed to be the act or omission of the 2

Smart Stockist and the Smart Stockist shall assume full responsibility and liability for the same. Services means cellular mobile services under the trademark "MTS" marketed by Super Stockist which would include sale of the Services. Subscribers mean those Customers who have entered into an agreement with SSTL directly or through the Super Stockist and, or, Smart Stockist for availing the Service on the terms and conditions set down by SSTL from time to time. 1.2 1.3 1.4 A reference to this Agreement or another document includes any variation or replacement of either of them. Headings are inserted for convenience only and do not affect the interpretation of this Agreement. If a provision of this Agreement is inconsistent with the provision of another letter of intent or agreement between the Parties made before the date of this Agreement, the provision of this Agreement prevails. A reference to a statute or other law includes regulations and instruments under it and all consolidations, amendments, re-enactments or replacements of any of them. A reference to this Agreement incorporates a reference to the Annexure to this Agreement. References (including defined terms) to the singular include the plural and vice versa and to a person includes body corporate and vice versa. APPOINTMENT OF SMART STOCKIST: Super Stockist hereby appoints the Smart Stockist, on non exclusive basis, in the Marketing Territory for the purpose to market and sell (including distribution and promotion) the Service to the Subscribers. Smart Stockist hereby agrees to act as the distributor of Super Stockist, subject to the terms and conditions as laid down in this Agreement and as may be amended from time to time. Notwithstanding the provisions of this Agreement, Super Stockist /SSTL shall also be entitled to market and sell the Services to Subscribers directly or through another zonal partner in the Marketing Territory irrespective of being introduced by Super Stockist or by Smart Stockist. Super Stockist shall at anytime as deemed proper enlarge or abridge or reconstitute the Marketing Territory during the subsistence of this Agreement which shall not be objected by the Smart Stockist and the same Service(s) shall be continued to be rendered by the Smart Stockist to the Subscribers/Customers. DUTIES AND OBLIGATIONS OF SMART STOCKIST 3

1.5

1.6 1.7 2. 2.1

2.2

2.3

3.

3.1

Smart Stockist shall abide by the terms and conditions as specified in this Agreement and any other terms and conditions which may be issued from time to time. Smart Stockist shall take due care and diligence to cultivate and maintain good relations with the Customers and Subscribers in the Marketing Territory in accordance with sound commercial principles and expertise. Smart Stockist shall ensure that the name of SSTL, as approved by SSTL in writing, be prominently displayed at its locations and shall promote by way of marketing and selling the Services to the Subscribers in the Marketing Territory. Smart Stockist shall undertake all promotional and publicity activities, at its cost, in consultation with the Super Stockist and SSTL. The signage format and creatives of publicity material used by Smart Stockist shall be provided by Super Stockist and approved by SSTL. Smart Stockist shall have sufficient infrastructure to stock and trade the Services as specified by the Super Stockist at Smart Stockists own cost and expense within the Marketing Territory. Smart Stockist shall appoint at its own cost and expense such staff, and Retailers etc. necessary for carrying out the duties and responsibilities as stipulated by the Super Stockist under this Agreement. Such staff/personnel shall remain the employee(s) of Smart Stockist at all time during the term of this Agreement. Smart Stockist shall be responsible for complying and fulfilling all statutory and labour obligations with regard to its staff /personnel and shall also be responsible for all cost and damages for any act and or omission which may be caused by it, its staff/personnel. Smart Stockist shall indemnify and keep indemnified Super Stockist and SSTL against all notices, loss, claims, damages, fines and action initiated against Super Stockist in this regard. Smart Stockist shall perform its duties subject to the provisions in this Agreement and as per any directions given by the Super Stockist and SSTL from time to time for efficient conduct of the business under the terms and conditions of this Agreement. Smart Stockist shall not solicit any orders for the Services from any person in the Marketing Territory if the Smart Stockist knows or has reason to believe that the Services will be resold outside said Marketing Territory. Smart Stockist or its personnel or its appointed Retailers shall not make any modifications to the Service kits or change the Services, pricing of Services and / or alter, remove or tamper with the Services, or by other means and ways by which the identification of the same may cause confusion to the Subscribers / Customers within such Marketing Territory, failing which the cost of such damaged / tampered Services and related loss or damage caused to Super Stockist and SSTL shall be debited to the account of Smart Stockist and the loss or damaged caused shall be deducted from the Security Deposit deposited by Smart Stockist to SSTL . Smart Stockist shall ensure that its representatives and the staff appointed and appointed Retailers are available at all times and upon reasonable notice by the Super Stockist or SSTL for the purpose of consultation and advice and 4

3.2

3.3

3.4

3.5

3.6

3.7

3.8

ensure that they attend meetings with the Super Stockist and SSTL and the Customers and Subscribers and also attend trade exhibitions as may be commercially deemed necessary. 3.9 Smart Stockist shall, in relation to the Services ensure that no other person holds out as the authorized person or otherwise bind the Super Stockist or SSTL in any way, which might reasonably create an impression that such person is so authorized by SSTL, Super Stockist and or Smart Stockist. Smart Stockist shall be responsible to obtain necessary license, permits and the like from concerned statutory and/ local bodies in respect of the Smart Stockists operation under these presents and ensure its continued validity and strict compliance thereof for the effective performance of Smart Stockists duties. Smart Stockist shall operate in good faith utilizing legal and ethical business practices only. Smart Stockist is solely responsible for the legality of their obligations under this Agreement. Smart Stockist shall promptly inform Super Stockist and SSTL of all necessary information through reports as required and instructed by Super Stockist and SSTL from time to time in the formats designed by the Super Stockist and approved by SSTL. Under no circumstances should the Smart Stockist enter into any agreement or business arrangement directly or indirectly by itself and or through its relatives, associates etc. with any other third party/parties with regard to the distribution or promotion of any product and / or competitive services of any other service provider, or by itself develop service/s or provide services which is/are similar and or competitive to the Service of SSTL as contemplated under this Agreement. Smart Stockist shall meet the minimum sales targets set by Super Stockist and SSTL in writing for the said Marketing Territory from time to time. Smart Stockist shall always hold, maintain and have reserve of minimum level of Service kits as mentioned in the Annexure and as may be amended from time to time by Super Stockist and SSTL. It is expressly agreed by both the Parties herein that the terms and conditions contained herein are only illustrative and not exhaustive. Super Stockist shall if required by SSTL shall extend the scope of this Agreement and such extended scope shall be made in writing and shall annexed herein to form part and parcel of this Agreement . INTELLECTUAL PROPERTY: Smart Stockist shall be authorized to use the Intellectual Property in the Marketing Territory on or in relation to the promotion of Services only for the purposes of performing the Smart Stockists obligations as per the terms and conditions of this Agreement and, subject to the provisions of this Agreement. It is expressly stated that such Intellectual Properties shall not be used by Smart Stockist without proper written approval from Super Stockist. 5

3.10

3.11

3.12

3.13 3.14

3.15

4. 4.1

4.2

Smart Stockist shall ensure that each reference to and use of any of the Intellectual Property by the Smart Stockist shall only be in such manner as may be from time to time approved by Super Stockist and SSTL in writing and duly accompanied by an acknowledgement of Super Stockist. Smart Stockist shall, take all such steps as Super Stockist and SSTL may reasonably require in maintaining the validity and enforceability of the Intellectual Property during the term of this Agreement. Smart Stockist shall not do or authorize any third party to do any act, which would or might invalidate any Intellectual Property. ADVERTISING MARKETING AND CUSTOMER EDUCATION MATTERS: Smart Stockist undertakes to carry out Customer services campaigns, and advertising and sales promotion campaigns for the Service from time to time at the Smart Stockists own cost and expense (as may be fixed by Super Stockist or SSTL) in the Marketing Territory with the prior approval of the Super Stockist and SSTL. PROVISION OF SERVICES: FINANCIAL TERMS: It is mutually agreed between the Super Stockist and the Smart Stockist that the Smart Stockist shall market and sell Services, only in accordance with the pricing, policies and terms and conditions fixed by Super Stockist for such Services and as may be amended from time to time. The policy on pricing and other considerations may be modified and notified at any time by Super Stockist or SSTL to Smart Stockist. Smart Stockist shall not alter modify, amend these terms and conditions at any point of time during the terms of this Agreement or thereafter. Smart Stockist shall place orders to Super Stockist for such number of Service kits in such lots as determined by Super Stockist from time to time and Super Stockist shall sell such Service Kits to the Smart Stockist at such prices as indicated in the Annexure hereto and modified by Super Stockist from time to time. PAYMENT TERMS: Super Stockist shall remunerate Smart Stockist in the form of a consideration per sale of Service in accordance with the terms mentioned in the Annexure attached hereto and as modified from time to time by Super Stockist. PROOF OF IDENTITY: Smart Stockist hereby understands that it is the Smart Stockists responsibility to obtain from the Subscriber duly filled Customer Application Forms and other mandatory documents as required by Super Stockist to prove the authenticity of the Subscriber, their identity and address at which the Service is to be provided. Smart Stockist shall be responsible to check the authenticity of such documents at their point. Smart Stockist shall strictly adhere to the above verification process, it being a mandatory requirement of Government 6

4.3

4.4 5. 5.1

6. 6.1

6.2

6.3

7. 7.1

of India. Should the Super Stockist or SSTL be faced with any losses for and on account of any lack of and or discrepancy in the genuineness of any or all information pertaining to any such Subscribers subsequent to the providing of the Service to such Subscribers, the Smart Stockist shall forthwith on demand from Super Stockist or SSTL compensate such losses caused by such Subscribers, without recourse which Smart Stockist hereby agrees without demur. 7.2 The Smart Stockist shall be principally and solely responsible for collection of and ensuring the genuineness of any or all of the information, specifically with respect to documents pertaining to Subscribers identity proof and address proof and verification thereof, prior to such Subscribers being authorized to be provided with the Service and shall fully indemnify SSTL in this regard as specified under Exhibit A Undertaking and Indemnity and shall submit all the Documents to SSTL within three (3) days of activation. SECURITY DEPOSIT:

8.

(a)

Smart Stockist shall deposit with SSTL security deposit of amount Rs. 25,000/- (Rupees Twenty Five Thousand Only) as interest free refundable Security Deposit which shall serve as security for the faithful performance by the Smart Stockist of all terms, conditions and obligations under this Agreement and to cure any performance failure which can be cured out of the Security Deposit. Replenishment: Throughout the term of this Agreement, and for at least two (2) months thereafter, the Smart Stockist shall maintain the Security Deposit of the amount specified above with SSTL. In case, the terms of this Agreement is extended then the Security Deposit shall also be extended by the Smart Stockist till the expiry of such term of Agreement and for at least two (2) months thereafter. The Security Deposit amount may be increased as determined by SSTL from time to time. Refund of Security Deposit: Within two (2) months after the termination of this Agreement due to the expiration of the Term of the Agreement or sooner determination, Smart Stockist shall be entitled to receive the Security Deposit, as specified above or portion thereof, as remains on Security Deposit with the SSTL, provided that all offsets necessary to compensate Super Stockist and SSTL for any uncured failure to comply with any provision of this Agreement or default or breach or any expenditure, damage or loss have incurred by Super Stockist or SSTL due to non-performance or failure by Smart Stockist to comply with the terms and conditions of this Agreement and any other terms and conditions of Super Stockist issued pursuant to this Agreement. In the event of a termination of this Agreement for a cause due to any default or breach by Smart Stockist or otherwise, such Security Deposit shall be forfeited by SSTL to the extent necessary to satisfy the purposes of the Security Deposit as set forth above, including the covering of any claim, costs, loss, or damage incurred by the Super Stockist or SSTL as a result of 7

(b)

(c)

such termination or event of default, provided that any amounts in excess after setting of losses or damages shall be refunded to the Smart Stockist.

9. 9.1

CONFIDENTIALITY: The Smart Stockist shall at all times during the continuance of this Agreement and after its termination, keep all Confidential Information confidential and accordingly not disclose any Confidential Information to any person. Any Confidential Information may be disclosed by the Smart Stockist to: 9.2.1 Any Customer(s); 9.2.2 Any governmental or other authority or regulatory body, or 9.2.3 Any employee of the Smart Stockist, to such an extent only as is necessary for the purposes contemplated by this Agreement or as is required by law and subject in each case to the Smart Stockist using its best endeavors to ensure that the person in question keeps the same confidential and does not use the same except for the purposes for which the disclosure is made.

9.2

9.3

Any Confidential Information may be used by the Smart Stockist for any purpose or disclosed by the Smart Stockist to any person to the extent only that it is necessary for the promotion of the Services. FORCE MAJEURE: If either Party is affected by Force Majeure it shall forthwith notify the other Party of the nature and extent thereof. Neither Party shall be deemed to be in breach of this Agreement or otherwise be liable to the other by reason of any delay in performance or nonperformance of any of its obligations hereunder to the extent that such delay or non-performance is due to any Force Majeure of which it has notified the other Party and the time for performance of that obligation shall be extended accordingly. If the Force Majeure in question prevails for a continuous period in excess of one month the Parties shall enter into bona fide discussions with a view to alleviating its effects or to agreeing upon such alternative arrangements as may be fair and reasonable including terminating this Agreement with immediate effect. TERM AND TERMINATION: This Agreement shall come into force on the effective date and shall continue to be in force for a period of one (1) year or such extended period as may be 8

10. 10.1 10.2

10.3

11. 11.1

decided by Super Stockist and SSTL. This Agreement shall be coterminous with Super Stockist Agreement signed by Super Stockist and SSTL. 11.2 (a) Termination of this Agreement by the Super Stockist and SSTL: If the Smart Stockist has failed to remedy a breach of this Agreement within fourteen (14) days of Super Stockists or SSTLs written notification to the Smart Stockist of such breach, the Super Stockist or SSTL shall be entitled to terminate this Agreement without further reference or notice to the Smart Stockist. Notwithstanding any other provision herein, during the term of this Agreement, Super Stockist or SSTL shall be entitled to terminate this Agreement without any cause by thirty (30) days written notice. Termination of Agreement by the Smart Stockist: In the event if the payments/commission payable by the Super Stockist to the Smart Stockist under this Agreement is not made by the Super Stockist, the Smart Stockist shall give a thirty (30) days written notice to the Super Stockist; On the expiry of the notice period the matter shall be referred to arbitration to be resolved in accordance with the procedure laid out in Clause 16 of this Agreement; and In the event the arbitral award is in favour of the Smart Stockist, it may terminate this Agreement by giving the Super Stockist sixty (60) days written notice. CONSEQUENCES OF TERMINATION: Upon the termination of this Agreement for any reason: Smart Stockist shall within 24 hours return to Super Stockist or otherwise dispose of in accordance with the directions of Super Stockist or SSTL all Service(s) Kits, or samples and all advertising, promotional or sales materials relating to the Services in possession of the Smart Stockist. Smart Stockist shall cease to promote, market, or advertise the Services for Super Stockist with immediate effect and shall not be released from any obligation arising out or any transaction entered into or completed prior to the date of such termination or expiry. Smart Stockist shall have / make no claim against the Super Stockist or SSTL for compensation of loss of business, goodwill or any similar or other loss. The provisions of Clause 9 as to Confidentiality and Clause 13 as to Indemnity shall survive such termination and shall continue to be in force in accordance with its terms and conditions. Subject as otherwise provided herein and to any rights or obligations which 9

(b)

11.3 (a)

(b)

(c)

12. 12.1 (a)

(b)

(c) (d)

(e)

have accrued prior to termination neither Party shall have any further obligation to the other under this Agreement. 13. 13.1 INDEMNITY Smart Stockist hereby agrees to indemnify and keep indemnified the Super Stockist and SSTL in the event of the Super Stockist or SSTL suffering or incurring any damage or liability or loss on account of the Smart Stockist or its employees / agents / /Retailers /representatives / contractors breach or default or negligence or otherwise in the performance of duties under this Agreement. Smart Stockist shall make good all losses, costs, charges, liability, damages, claims and/or expenses which the Super Stockist or SSTL may incur or suffer on account of such default or breach or negligence in the performance of such duties by the Smart Stockist or its employees/agents /Retailers representatives / contractors. Smart Stockist shall indemnify and keep indemnified the Super Stockist and SSTL against all actions, losses, damages, costs, charges and expenses including the cost of legal action and attorney expenses which Super Stockist or SSTL may suffer as a consequence of fraudulent acts or omission or commission or any misrepresentation made by the Smart Stockist or its employees/ agents /Retailers / representatives / contractors in the course of dealings with the subscribers and any third party. Super Stockist and SSTL shall not be responsible for any statements or warranties assured by Smart Stockist or its employees/ agents /Retailers / representatives / contractors without written authorization of Super Stockist or SSTL. Smart Stockist acknowledges that Super Stockist or SSTL may take steps (including claiming liquidated damages and, or, proceedings in law or in equity for an injunctive relief and for specific performance) necessary to protect its rights, intellectual property, Super Stockists or SSTLs Confidential and secret information. All personal employed by, or acting under the authority of the Smart Stockist shall not be deemed to be employees / agents / servants of Super Stockist and only the Smart Stockist shall assume full responsibility and be liable for their supervision and control. NATURE OF AGREEMENT: Super Stockist and SSTL shall be entitled to exercise any rights granted to it under this Agreement. This Agreement is personal to the Smart Stockist which may not, without the prior written consent of the Super Stockist be transferred, assigned, mortgaged, charged or disposed of or any of the rights hereunder or subcontract or otherwise delegate any of its obligations hereunder. Notwithstanding the foregoing, SSTL shall reserve its right to assign this Agreement to its associates, affiliates or any third party without requiring any permission / approval / sanction from Smart Stockist. SSTL shall inform Smart Stockist within thirty (30) days of any such assignment. 10

13.2

13.3

13.4

14. 14.1 14.2

14.3

Smart Stockist may appoint any Retailers to market and sell the Services. In the event of any such appointment of Retailers, every act or omission of such Retailers shall for the purpose of this Agreement be deemed to be the act or omission of the Smart Stockist and the Smart Stockist shall assume full responsibility and be vicariously liable for the same. Nothing in this Agreement shall create or be deemed to create a joint venture or partnership or any relationship of employer and employee between the Parties. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all previous agreements, arrangements and understandings between the Parties with respect thereto and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties. Each Party acknowledges that in entering into this Agreement it does not do so on the basis of and does not rely on any representation and / or warranty or other provision except as expressly provided herein and all conditions warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law. If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whole or in part, this Agreement shall continue to be valid as to the other provisions hereof. NOTIFICATION: All notices referred to in this Agreement shall be in writing and shall be deemed to be properly given and served on the Party to whom such notice is to be given if sent either by fax or courier to the Party at its address set out below:

14.4

14.5

14.6

14.7

15. 15.1

To Super Stockist: Address as mentioned on the first page of this Agreement. To Smart Stockist: Address as mentioned in Schedule 1. To SSTL: Address as mentioned on the first page of this Agreement 15.2 Either Party may from time to time designate by written notice to the other Party a substitute address which it desires to be used for service. Service of any notices may also be made personally. ARBITRATION: Any dispute or difference whatsoever arising between the Parties out of or relating to the construction, meaning, scope, operation or effect of this contract or the validity or the breach thereof shall be settled by arbitration proceedings consisting of a sole arbitration tribunal appointed by SSTL in accordance with the Arbitration and Conciliation Act, 1996 and the award 11

16. 16.1

made in pursuance thereof shall be binding on the Parties. 16.2 The sole arbitrator shall be appointed by SSTL. The venue of the arbitration shall be <insert> and the proceedings of the arbitration shall be conducted in English. Any award made in such arbitration will be final and binding on the Parties and judgment thereon may be entered in any Court of competent jurisdiction. During pendency of arbitration proceedings, performance of the Services and all other obligations under this Agreement shall continue and provided uninterruptedly by Parties. APPLICABLE LAWS & JURISDICTION OF COURTS This Agreement shall be governed by the laws of India and the state laws as may be applicable. It is agreed by and between the Parties that in respect of any suit or legal proceeding arising out of this Agreement only the Courts at the city of <insert> shall have exclusive jurisdiction to the exclusion of all other courts.

17. 17.1 17.2

Executed as an Agreement by the duly appointed officers of the respective Parties. Super Stockist By: ___________________ Name: ___________________ ___________________ Designation: Smart Stockist By: ___________________ Name: ___________________ ___________________ Designation: Sistema Shyam TeleServices Limited By: ___________________ Name: ___________________ ___________________ Designation: Witness: Name: ___________________ Witness: Name: ___________________ Witness: ___________________ Name:

12

SCHEDULE 1 Details of the Smart Stockist Effective Date Marketing Territory Name of the Smart Stockist Constitution of the Smart Stockist (Company / Firm / Individual / Others) Registered /Office/ Residential Address : : : : :

Authorized signatory

The details mentioned above shall be read as part and parcel of this Agreement and be referred to in the Agreement as the Smart Stockist (which term wherever the context so requires shall mean and include their legal representatives, assigns, executors and administrators).

13

SCHEDULE 2

A. SERVICE TERMS
The pricing and margins for Services provided are subject to changes and may vary as decided by Super Stockist and SSTL as notified to Smart Stockist from time to time. SSTL shall have the right to introduce new variants / Services with value additions under prescribed margins as communicated by Super Stockist to Smart Stockist. Smart Stockist agrees to abide by the pricing policies notified by SSTL and Super Stockist from time to time and further agrees to abide by such changes to the pricing policy as may be implemented by SSTL and Super Stockist from time to time and ensures that he/she shall continue to sell the Services in accordance with the pricing terms specified by SSTL and Super Stockist. B. PAYMENT POLICY: This shall be intimated to Smart Stockist from time to time and will be based on the performance. DISHONOUR OF CHEQUE

The Smart Stockist shall take all efforts and ensure the cheques issued to Super Stockist or SSTL are honoured by the respective bankers on time. In case of dishonor of Cheque by the respective bankers Super Stockist reserve the right to terminate this Agreement without notice. SSTL at its sole discretion may waive the dishonour provided the Smart Stockist agrees to pay the cheque amount within 24 hrs by way of DD / Direct Banking, with penalty as may be imposed by Super Stockist . C. SERVICE KITS

Smart Stockist agrees to hold sufficient Service Kits as specified by Super Stockist. This specification is subject to change in accordance with market conditions. Minimum Service Kits shall be ordered by Smart Stockist from Super Stockist. Minimum Service Kit levels are subject to change and for all variants a separate minimum Service Kit level will be specified. Smart Stockist agrees to maintain at all time minimum Service Kit levels as specified by the Super Stockist. This is subject to change from time to time.

14

EXHIBIT A (On Rs. 100 Stamp Paper issued in the name of Smart Stockist and duly notarized after execution by Smart Stockist)

UNDERTAKING CUM INDEMNITY In consideration of Sistema Shyam TeleServices Limited, (hereinafter referred to as SSTL), a company incorporated in India and having its registered office at MTS Tower, 3, Amrapali Circle, Vaishali Nagar, Jaipur302021, Rajasthan and its Corporate office at 334, MTS India, Udyog Vihar Phase IV,Gurgaon-122001 and its Circle Office at _________, engaged in providing telecommunication services to various consumers / subscribers / procurers, having engaged / appointed us as its Smart Stockist, and pursuant to the Smart Stockist Agreement dated __th ______, 2011, we/I ______________ having our principal place of business / Registered office at ___________ and represented herein by Mr. ______ do hereby agree and undertake to fully comply with and ensure full compliance of each and all orders, directions, communications, requirements etc., of Department of Telecommunications (DoT), Telecom Regulatory Authority of India (TRAI) and the Company, present and future, with respect to, inter alia, the verification of the identity of the consumers / subscribers / procurers of Cellular Mobile Telephones and activation of the connection provided by SSTL, including but not limited to fully, completely and correctly carrying out the following, namely: a) ensure Subscriber Agreement/Application Form has completely filled up and signed by subscriber/applicant; been fully and

b) ensure that each and all items of identifications / verifications including subscriber/applicant photograph are in order and have been self attested by the subscriber/applicant and duly physically verified, signed and stamped by the us ; c) ensure that signatures on the self attested photograph matches with the signatures on the application form; d) ensure that photograph on the form matches the one on the photo ID document; e) ensure that the point of sales has verified that each and all documents, papers, information pertaining to the verification has been seen in original and checked; f) to confirm and certify that: I. II. III. the address given by the Subscriber exists; the Subscriber is available at the said address and verify & confirm the authenticity of the Subscriber he/ she has applied for a mobile connection from SSTL 15

IV.

the same identity is not used to generate multiple connections without intimating the same to the SSTL.

g) only upon ensuring all the above, all papers/ documents will be duly signed

and stamped by me/ us and only then the connection will be activated by me or my authorized employees (who will have full knowledge of these requirements) and only thereafter can the Subscriber commence usage of service. It shall be my/our sole and exclusive responsibility to ensure the above; only those Smart Stockist who have accepted the subscriber verification process for a new mobile connection issued by DOT guidelines and who have not been barred in any manner by the SSTL; the subscriber verification process while selling a connection.

h) ensure that I shall distribute the de-activated cards in the market place to

i) ensure on continuing basis with my Retailers that they are complying with
j) check and ensure that there is no instance of malpractice, breach, omissions (for instance, that the same identity is not used to generate multiple connections) and if any such case is found then I will specifically point out these instances to the Company. 2. I/ We agree that any breach, deficiency or negligence with respect to verification by me/us of the above matters shall be my/ our sole and entire responsibility and that I/ We shall be solely and entirely responsible for all legal action/ consequences for such contravention including civil and/ or criminal arising therefrom. 3. I/ We agree that any breach of the orders, directions, communications etc. of TRAI/DoT and/or any other statutory Authority/Company, with respect to verification of the identity of the prospective subscriber shall be viewed seriously and may be treated as compromising with the security of the nation and that I/we shall be solely and entirely responsible for all legal action/consequences for such contravention including civil and/or criminal arising therefrom.

4. I/ We hereby indemnify and agree to continue indemnifying including each

and all promoters, Directors, officers, employees, representatives etc. of Sistema Shyam Teleservices Ltd., irrevocably and without demur, against each and all losses, damages, actions, proceedings and/or consequence of any failure on my / our part to so comply with each and all directions, etc of DoT, etc as aforementioned.

5. I/We shall be solely, exclusively and fully responsible for each and all act(s) and/or omission(s) of my / our Promoters, Directors, employees, agents, sub-agents, representatives and also each and all other persons, firms or body corporates employed/ engaged by me / us in the process of selling your Cellular Mobile Telephone connections. 6. I/We shall be solely, exclusively and fully responsible to the subscriber for each and all disconnection (s)/ barring of services by the Company, owning 16

to any/ all of my/ own acts and/ or omission resulting in such disconnection (s)/ barring of services and I / We hereby indemnify and agree to continue indemnifying the Company against each and all cost, damages, consequence proceedings etc. in this regard. 7. I/We declare and covenant with the Company to defend, indemnify and hold the Company and its affiliates, promoters, successors in interest and permitted assigns harmless from and against all claims, or assertions of liability of any kind or nature and from any and all actions, suits, proceedings assessments, settlement, arbitration, judgments, cost and expenses, including attorneys fees, resulting from any of the matters set forth herein below : a) Any breach of the terms, covenants and conditions or other provisions hereof or any actions or omissions there under; b) Any failure to comply with all applicable legislations, statutes, ordinances, regulations, administrative rulings or requirements of law; c) From all misfeasance, malfeasance or fraudulent acts of any of the employees or agents of us. 8. We agree and undertake that my/our having procured any similar undertaking/indemnity from my/ our sub-dealer/ representatives etc. shall not absolve in any manner whatsoever, me/ us from any agreement, undertaking and indemnity, agreed/ undertaken and provided by me/ us. Signatures: Name: _____________ represented herein by Mr. _______ Address: _______________ Date: Place: Witness:

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