reference interconnect offer (“rio”) of …akamai.vidz.zeecdn.com/zeetele/pdfs/zeel's...

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REFERENCE INTERCONNECT OFFER (“RIO”) OF ZEE ENTERTAINMENT

ENTERPRISES LIMITED (“ZEEL”) FOR DIRECT TO HOME (“DTH”) PLATFORM FOR

INTERCONNECTION WITH DTH OPERATOR TO BE EFFECTIVE FROM 01ST

SEPTEMBER 2018

Pursuant to clause 13.2A.2 of the Telecommunication (Broadcasting and Cable Services)

Interconnection (Fourth Amendment) Regulation 2007 dated 3rd September 2007 (“Regulations”)

This Reference Interconnect Offer (RIO) is being published by Zee Entertainment Enterprises Limited

for Zee Group Channels (hereinafter referred to as Zee Group Channels) and also on behalf of the

Broadcaster(s) of various Zee Group Channels as detailed in ANNEXURE – II under Authorisation

from them, in accordance with Clause 13A of the Telecommunication (Broadcasting and Cable

Services) Interconnection (Seventh Amendment) Regulation, 2014 dated 10th February 2014.

The terms mentioned in this Reference Interconnect Offer (RIO) are broad technical and commercial

terms and conditions including the terms and conditions mentioned in Schedule III to the Regulations

applicable to DTH OPERATOR(S) retransmitting signals of the Zee Group Channels to Subscribers in

terms of the Regulations. On receipt of a request from the DTH OPERATOR(S) in terms of Clause 3.2

of the Regulations, ZEEL and the concerned DTH OPERATOR(S) shall have to enter into a detailed

Distribution Agreement containing all the terms and conditions to enable the DTH OPERATOR(S) to

avail the signals of the Zee Group Channels for further re-transmission to the Subscribers from its

Platform.

Every DTH OPERATOR as defined in the Regulations, while seeking interconnection with ZEEL shall

ensure that its Digital Addressable Systems (“DAS”) installed for the distribution of the TV channels

meet the DAS requirements specified in ANNEXURE - X herein read with Schedule 1 to the

Regulations as amended.

Provided that in case ZEEL finds that the equipment(s) being used by DTH OPERATOR for

distribution of TV channels does not meet the requirements specified in DTH guidelines and the

Regulations, it shall inform such DTH OPERATOR who shall get its equipment(s) audited by M/s

Broadcast Engineering Consultants India Ltd. or any other authority as may be specified by the Telecom

Regulatory Authority of India by direction from time to time and obtain a certificate from such agency

that its equipment(s) meets the requirements specified in DTH guidelines and the Regulations.

The DTH OPERATOR shall deliver the following information/documents to ZEEL on or prior to the

date of execution of this Agreement:

a) PAN Card;

b) Goods and Services Tax Registration;

c) Tax Deduction Account Number (TAN)

d) Certificate / Registration issued to the DTH OPERATOR by the Ministry of Information and

Broadcasting (MIB) to provide Services through the DTH platform; Please refer ANNEXURE

– VIII;

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e) copy of the resolution passed by the board of directors of the DTH OPERATOR or an authority

letter from the DTH OPERATOR authorizing ___________________ to execute this

Agreement on behalf of the DTH OPERATOR;

f) CAS declaration from the conditional access vendor in the format set out at ANNEXURE –

XII.

g) SMS declaration from the SMS vendor in the format set out at ANNEXURE – XIII

Defined Terms

In this RIO, unless repugnant or contrary to the context hereof or otherwise defined herein, the

following terms, when capitalised, shall have the meanings assigned when used herein:

“BIS” means the Bureau of Indian Standards established under the

Bureau of Indian Standards Act 1986.

“Bouquet” or

“Bouquet of Channels means an assortment of distinct Zee Group Channels, offered

together as a group or as a bundle

“Channels” means all television channels licensed by ZEEL to DTH

OPERATOR.

“Conditional Access” means control mechanisms, data structures and commands that

scramble and encrypt signals in order to provide selective access

and denial of specific channels, data, information or services to

paying Subscribers.

“Converted Channel(s)” shall mean (i) conversion of a Free-to-Air Channel into a Pay

Channel; or (ii) conversion of a Pay Channel(s) to a Free-to-Air

Channel.

“Direct to Home Service” means distribution of multi-channel TV programmes by using a

satellite system by providing TV signals directly to subscriber’s

premises without passing through an Intermediately such as Cable

operator or any other Distributor of TV channels.

“Direct to Home

Subscriber” means a subscriber who receives the signal of a Direct to Home

Service from a service provider.

“Fingerprinting” means exercises where code numbers are made overtly to appear

on the screen of a Television and/or covertly in the signals of the

Channels that enables identification of the Smart Card being used

to access such signals.

“Governmental Authority” means any government authority, statutory authority, government

department, agency, commission, board, tribunal or court or other

law, rule or regulation making entity having or purporting to have

jurisdiction over such Party and shall include without limitation

TRAI, MIB, TDSAT or any other body or authority regulating the

broadcasting and distribution of channels in India;

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“Incentive Scheme” Incentive Scheme shall mean various Incentive(s) as detailed in:

(i) ANNEXURE – V for “Incentive on Bouquet(s) of SD

Channel(s)”; and

(ii) ANNEXURE – VI for “Incentive on A-la-Carte Rate of HD

Pay Channel(s)” opted by DTH OPERATOR.

The applicable Incentive(s) shall be calculated as per details

provided by DTH OPERATOR in the format(s) specified by

ZEEL.

Each of the aforesaid incentives shall individually be referred to

as an “Incentive” or collectively as “Incentives”.

“New Channels” shall mean the new channels to be launched and/or

distributed by ZEEL in future and/or not forming part of the

list of Channels set out in ANNEXURE II as on date of

execution of this Agreement.

“Receiver Box” means the ZEEL approved decoder, receiver or integrated

receiver-decoders used in conjunction with a Viewing Card in

order to facilitate the receipt of the signals of the Channels by the

DTH OPERATOR.

“Removed Channel” Shall mean any Channel(s) which ZEEL cease to grant right

in respect of such Channel(s).

“Set Top Box” means a device which is connected to or part of a television set and

which allows a Subscriber to receive in descrambled form the

Channels distributed by the DTH OPERATOR.

“Smart Card” means, in relation to a Subscriber, a card or other device issued by

DTH OPERATOR to that Subscriber that, when enabled by a CA

System and inserted in such Subscriber's Set Top Box, has the

functionality of enabling such Subscriber's Set Top Box to receive

the Channels distributed by the DTH OPERATOR.

“Ordinary Subscriber” shall mean any ordinary subscriber availing the Channel through

a single Set Top Box through the Distribution System and uses the

same for his domestic purposes. For the avoidance of doubt, it is

hereby clarified that for the purposes of calculating the Monthly

License Fee for Ordinary Subscriber shall have the meaning set

out in Clause no.9 read with ANNEXURE - VII.

“Service Providers” means each of the owners, operators or distributors of any of the

Zee Group Channels

“Territory” means the territorial boundaries as defined in Clause 3

“Viewing Card” means the ZEEL approved viewing card to be used in conjunction

with the Receiver Box in order for DTH OPERATOR to access

and decode each of the Channels.

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1. Parties ZEE ENTERTAINMENT ENTERPRISES LIMITED

(“ZEEL”) and Licensed Digital signal provider in the

Territory, hereinafter referred to as the DTH OPERATOR

2. Term The “Term” of the Agreement shall be with effect from

________________ 201_ valid upto 31st March 2019 unless

terminated in accordance with the terms of the Agreement.

The Term of the Agreement may be extended on terms and

conditions to be mutually agreed and recorded in writing

between the parties. If the Parties wish to renew this

Agreement on the expiry of the Term, both Parties shall enter

into discussions at least sixty (60) days prior to the expiry of

the Term.

Provided further that if the Parties do not agree on the terms

of the New Agreement, then ZEEL may disconnect the

retransmission of the signals of the ZEEL Channels at any

time after the expiry of the Term after giving written notice as

per Applicable Law.

3. Territory As agreed between the Parties to operate on pan-India basis as

also stated in terms of areas and cities as per ANNEXURE -I.

4. Zee Group Channels As set out in ANNEXURE - II attached herewith hereinafter

referred to as Zee Group Channels or Channels. Standard

Definition Channel Shall may be referred to as Zee Group SD

Channels and High Definition Channels may be referred to as

Zee Group HD Channels. Both SD and HD Channels may be

collectively referred to as Zee Group Channels/ZEEL

Channels (as the case may be).

ZEEL reserves the right at any time during the Term to remove

any channel from the list of Zee Group Channels if it ceases

to distribute such channel(s) in the Territory and terminate the

grant of the associated distribution rights to DTH

OPERATOR and/or may replace any removed channel with a

replacement channel or to add any channel to the list of Zee

Group Channels and to grant the distribution rights to DTH

OPERATOR in respect of the replacement or new channel.

5. Rights DTH OPERATOR shall have the non-exclusive right to carry

the Zee Group Channels during the Term via its DTH Platform

in the Territory in an encrypted mode only on the digital

“addressable systems” (as defined in the Regulations) owned

and operated by the DTH OPERATOR (the “Platform”) for

distribution to Subscribers. The parties agree that on signing

of the Agreement, DTH OPERATOR shall have the non-

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exclusive right to distribute the channels from its Platform,

simultaneously upon receipt of signal along with the multiple

audio feed, if any, without interruption, editing, interference

or alteration, to the DTH OPERATOR’s authorized

subscribers only, hereinafter referred to as “Subscriber”, as

defined in Clause 6 of this Offer. All other rights and means

of distribution not specifically and expressly granted to DTH

OPERATOR are expressly excluded and reserved by ZEEL.

The DTH OPERATOR shall not be granted Time Shift, all

kinds of Multiplexing, Pay Per View (PPV), Video on

Demand (VoD) or Near Video on Demand (NVoD) rights and

ZEEL reserves such rights. DTH OPERATOR shall not store

any content of ZEEL satellite television channels for any

reason whatsoever, including, but not limited to the purpose

of provision to its Subscribers as part of any Free TV,

Interactive TV, Online service, save and except for

compliance recording.

Usage of Digital Video Recorder (DVR) and or Personal

Video Recorder (PVR) by the DTH OPERATOR shall not be

permitted. Nevertheless, use of DVR and PVR by the end

consumer shall be allowed provided there is no automatic

advertisement skipping function nor there is any mechanism

whereby DVR and or PVR have a store and forward function.

DTH OPERATOR shall carry each of the Channels in their

entirety, at the time transmitted by ZEEL and its licensors

along with multiple audio feed, if any, without any editing,

dubbing, voice over, sub title, delays, alterations,

interruptions, picture squeezing or re-sizing, insertion of

graphic overlays, pull-through or crawls, deletions or

additions.

The DTH OPERATOR shall offer all contributory language

feeds for a given channel to every subscriber entitled to access

that channel.

DTH OPERATOR shall, under no circumstance, sub license

and/ or assign and/ or transfer the rights granted to it by ZEEL.

DTH OPERATOR shall not “push” content onto the Set Top

Box (“STB”), there shall not be automatic advertisement

skipping function and/ or the DTH OPERATOR shall not

create a virtual Video on Demand (VoD) or other on demand

service in respect of the Zee Group Channel(s).

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Distribution is permitted only to STB’s of DTH OPERATOR

on the “Platform”. Distribution right on all other platforms

including DACS, Mobile, Broadband, PC, Internet, Wireless,

IPTV, HITS or any other technology which may be introduced

in future is not granted herein and the same are expressly

withheld by ZEEL.

6. Authorised Subscriber means any subscriber who receives the signals of a service

provider at a place indicated to the service provider by him

without further transmitting it to any other person and includes

ordinary subscribers and commercial subscribers as defined in

clause 2 (ic) and 2(ma) of Telecommunication (Broadcasting

and Cable Services) Interconnection (Ninth Amendment)

Regulation, 2015 dated 14 September as amended till date

unless specifically excluded.

Ordinary Subscriber: means a subscriber who is not a

commercial subscriber;

Commercial Subscriber: means a subscriber who causes the

signals of TV channels to be heard or seen by any person for

a specific sum of money to be paid by such person;

It is further agreed that the definition “Commercial

Subscribers” and the provisions of the channels to

“Commercial Subscribers” under this Agreement shall be

subject to the directions/orders passed in Appeal No. 4 & 5 (C)

of 2015 before TDSAT, Civil Appeal No. 3728 of 2015 before

Supreme Court of India or any other appeal, review,

application pending before any court of law/tribunal including

Writ Petition No, 5161 of 2014 before Delhi High Court. For

avoidance of doubt, it is clarified that Commercial Subscribers

shall be excluded from the purview of this Agreement, and the

same are subject to outcome of the petition stated herein above

in this para.

Subscriber for the purposes of calculation of the Monthly

License Fee means, for any calendar month, each Set Top Box,

which is availing the Zee Group Channel(s) of ZEEL through

the DTH OPERATOR.

Rates of Zee Group Channels applicable to Ordinary

Subscribers are as per ANNEXURE - II of this RIO.

DTH OPERATOR shall not be permitted nor shall be entitled

to activate the STB/ provide signals of any Zee Group

Channels to any such subscribers who have not submitted

Subscriber Application Form (SAF) as per the requirement

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under the applicable Regulations/ Laws. Non-compliance of

this condition shall be termed as a material breach which will

entitle ZEEL to disconnect its channels by giving seven (7)

days written Notice.

However, in the event, the DTH OPERATOR provides signals

to both Ordinary and Commercial Subscribers, then the CAS

and SMS system of the DTH OPERATOR must be capable of

segregating both the types of subscribers, Ordinary and

Commercial Subscribers, whereby two separate and distinct

SMS reports would be submitted by the DTH OPERATOR to

ZEEL.

Each Set Top Box in a household or unit in a residential multi-

unit dwelling or in an establishment shall be treated as a

separate Subscriber. Where a Subscriber has more than 1 (one)

STB (hereinafter “Supplementary Connection”) authorized by

the DTH OPERATOR to receive the Channels then such

Supplementary Connection(s) shall be considered as a

separate and distinct “Subscriber” in all respect including

License Fee. DTH OPERATOR shall maintain proper and

accurate records of such supplementary connection and would

furnish the details thereof as and when required by ZEEL.

It is hereby agreed and acknowledged by the Parties that this

Agreement does not confer upon the DTH OPERATOR, right

to distribute Zee Group Channels in any manner to any

Commercial Subscriber who charges its/ his customers or any

person for a programme/ television channels shown within his/

its premises. For the said excluded category of Commercial

Subscribers, the Parties shall enter into a separate agreement

for subscription of Zee Group Channels/ programmes on

mutually agreed terms.

It is further clarified that the aforesaid definition of ordinary

subscribers and commercial subscribers and calculation of

license fee in regards thereto is subject to any further judicial

pronouncements.

7. Packaging A. DTH OPERATOR undertakes to ZEEL that it shall package

Zee Group Channels as per applicable law including but not

limited to the relevant regulations notified by TRAI.

DTH OPERATOR undertakes to ZEEL that no Zee Group

Channel shall be:

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i. disadvantaged or otherwise treated less favorably by

the DTH OPERATOR with respect to competing

channels on a genre basis; and

ii. included in any package or tier that contains any

channel with pornographic content or any gambling

channel. DTH OPERATOR shall give ZEEL at least

three (3) months prior written notice of any changes to

the packaging/ tiering of the channels available on its

Platform. All changes will be made in good faith

without targeting the Zee Group Channels for

discriminatory treatment vis-à-vis similar channels

falling within the same genre.

B. For the avoidance of doubt it is clarified that,

notwithstanding anything contained in this RIO, in case the

DTH OPERATOR opts for any of the Incentive Scheme(s)

then the DTH OPERATOR shall be liable to package and

place the Channel(s) as detailed in the said Scheme(s)

including but not limited to the threshold eligibility

requirements of the said Incentive Scheme(s).

8. Main Obligations of

DTH OPERATOR i Any agreement entered into by the DTH

OPERATOR, its sub-operators and their respective

Affiliates with a Subscriber shall not relieve the DTH

OPERATOR, its sub-operators and their respective

Affiliates of any of their obligations under this

Agreement and DTH OPERATOR shall ensure that

such agreements are not in any way prejudicial to the

rights and obligations between the Parties as set out in

this Agreement.

ii The DTH OPERATOR agrees that it shall not make

its Subscribers take other channels or services or

fulfill any other commercial consideration as a

precondition to receive the Channel(s) of ZEEL.

iii That the DTH OPERATOR shall continue to offer and

shall not remove any Channel(s) or discontinue the

exhibition of any Channel(s) offered by it as part of a

Subscriber Package in terms of the packaging and

placement conditions of the Incentive Scheme(s)

opted (if any) during the entire Term of this

Agreement.

iv Further, the DTH OPERATOR shall not offer limited

period exhibition of any Channel(s) to Subscribers.

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v Once a Channel(s) has been included in a

Subscriber Package, the DTH OPERATOR shall not

stop exhibition of any Channel(s) without strictly

following the procedure prescribed for changing the

composition of the Subscriber Package under

Standards of Quality of Service Regulation as

amended till date and shall also be under a legal

obligation to comply with the conditions stipulated in

the Incentive Scheme opted by the DTH

OPERATOR.

vi DTH OPERATOR shall not distribute the Zee Group

Channels outside the Territory without the express

written consent of ZEEL.

vii DTH OPERATOR shall protect the Intellectual

Property of ZEEL and shall not cause or permit

anything which may damage or endanger the

Intellectual Property or assist or allow others to do so.

The DTH OPERATOR shall not apply for registration

of Trade mark as a Trade mark in its own name and

shall not use any name or mark similar to or capable

of being confused with the Trade name or mark of

ZEEL. DTH OPERATOR shall not acquire of claim

any proprietary Rights in the Intellectual Property of

ZEEL.

viii. It is agreed that no independent advertising shall be

inserted by DTH OPERATOR and DTH OPERATOR

shall not superimpose or otherwise alter any

copyright, trademarks, trade names, logos, names on

any Channel.

ix. DTH OPERATOR undertakes to take all appropriate

and necessary steps and measures to prevent piracy or

any other violation, disclose correctly all the

information as required by ZEEL, ensure distribution

by sub-operator only to persons in the DTH

OPERATOR’s SMS and CAS database and operating

within the limits of the subscription rights as

conferred in terms of this Agreement.

9. License Fee

9.(i) Rate of Zee Group Channel(s): (A) Rate of Zee Group of Channel(s) are as under:

(a) A-la-Carte Rate for Standard Definition

Channel(s) as per ANNEXURE – II (Part I)

(b) Rate of Bouquet of Standard Definition

Channel(s) as per ANNEXURE – III

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(c) A-la-Carte Rate of High Definition Channel(s)

as per ANNEXURE – II (Part II)

(B) ZEEL is also offering the Zee Group Channel(s)

under various Incentive Scheme(s) detailed herein

below. The DTH OPERATOR at its sole

discretion can opt for these Incentive Scheme(s)

in accordance with the terms and conditions of

respective Incentive Scheme(s).

(a) Incentive Scheme on Bouquet Rate of Standard

Definition (SD) Channel(s) as detailed in

ANNEXURE – V; and

(b) Incentive Scheme on High Definition (HD)

Channel(s) as detailed in ANNEXURE – VI.

For avoidance of doubt it is hereby clarified that

the DTH OPERATOR is under no obligation to

opt for any of the abovementioned Incentive

Scheme(s) to avail the Zee Group Channel(s) as

it can avail the Zee Group Channels both on A-

la-Carte basis and/or on Bouquet basis as per the

rates mentioned in Clause (A) herein above.

(C) In the event the DTH OPERATOR chooses to

opt for / avail any of the Incentive Scheme(s) as

mentioned in Clause (B) herein above, it will

have to comply with the Incentive eligibility

conditions as set out in respective Incentive

Scheme(s) and furnish an Undertaking in the

format as specified in ANNEXURE – IV read

along with Schedule – A and Exhibit(s) related

thereto.

9.(ii) Calculation of License Fees During the Term, the DTH OPERATOR shall pay to ZEEL, a

License Fee which shall be calculated in the manner set out in

ANNEXURE – VII.

10. Payment Terms DTH OPERATOR agrees to pay to ZEEL the License Fees as

per the terms set out in ANNEXURE – VII.

11. Watermark/Logo The DTH OPERATOR shall be permitted to use its own

watermark/logo on the screen which is visible and identifiable

with the service provided by the DTH OPERATOR. However,

no such watermark/logo shall be used by the DTH

OPERATOR which conveys or indicates a brand logo in any

manner whatsoever. The DTH OPERATOR shall have to seek

prior written approval from ZEEL with regards to the size,

type, location of the watermark/logo to be used on the screen

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by the DTH OPERATOR on Zee Group channels transmitted

on its DTH platform.

12. EPG Before the signing of the Agreement, DTH OPERATOR shall

apprise and make available to ZEEL the EPG Policy of the

DTH OPERATOR’s platform.

During the entire duration of the term, the EPG of DTH

OPERATOR shall always contain the information of the

programs being shown on all Zee Group channels in a manner

approved by ZEEL without any cost or fee to ZEEL. DTH

OPERATOR shall provide the format in which the said

information regarding all the channels shall be furnished by

ZEEL.

The Logical Channel Numbers “LCNs” for the Zee Group

Channels shall not be changed during the Term.

The DTH OPERATOR shall give ZEEL at least three (3)

months prior written notice of any changes to the LCNs for

any other channels on its Platform. All changes will be made

in good faith without targeting the Zee Group Channels for

discriminatory treatment vis-à-vis similar channels falling

within the same genres.

However, in event the DTH OPERATORS avails any of the

Incentive Scheme then it shall be liable to comply with the

conditions pertaining to LCN laid down in the respective

Incentive Scheme.

13. Delivery and Security All Zee Group Channels must be delivered by the DTH

OPERATOR to subscribers in a securely encrypted manner

and without any alteration.

The transmission specifications and infrastructure allocated by

DTH OPERATOR in respect of the broadcast signals of the

Zee Group channels by DTH OPERATOR to its Subscribers

shall be no worse than that of the signal of any other channel

within the same genre on its DTH Platform.

ZEEL shall provide requisite number of Integrated Receivers

and Decoders (IRDs) subject to payment of stipulated

processing fees, interest free security deposit per IRD and

AMC charges. Further, the DTH OPERATOR shall confirm

the details of Integrated Receiver Decoder (IRD’s) in respect

of all such channels availed from ZEEL in the format provided

in ANNEXURE - VIII.

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14. Audit ZEEL representatives, at any time during normal business

hours during the Term of the Agreement and for six months

after the termination of the Agreement, shall have the right,

not more than thrice (3) in each calendar year during the term

of the Agreement, to review and/ or audit the Subscriber

Management System (SMS), Conditional Access System

(CAS), other related systems and records of Subscriber

Management System of the DTH OPERATOR relating to the

Channel(s) provided by ZEEL for the purpose of verifying the

amounts properly payable to ZEEL under the Agreement, the

information contained in Subscriber Reports and full

compliance with the terms and conditions of the Agreement.

The DTH OPERATOR shall be under a legal obligation to

revert within four (4) days (“Revert Period”) after a request is

received for audit from ZEEL, so that the audit exercise can

be undertaken at a date before end of seven day period. In the

event the DTH OPERATOR fails to respond or provide a

convenient date for audit falling within a month of the request

date then in such an event, ZEEL shall at its discretion levy an

additional charge equivalent to ten percent (10%) of one

month’s License fees paid by the DTH OPERATOR for the

previous month. For the avoidance of doubt it is clarified that

the additional charge of 10% as referred to above shall

continue to be levied on monthly basis till the Audit is

commenced.

In the event an audit reveals that DTH OPERATOR has

under-reported the number of Subscribers or has

misrepresented any item or has failed to keep accurate and

complete records:

(I) DTH OPERATOR having a bearing on the computation

of the License Fee payable by the DTH OPERATOR,

ZEEL shall provide the DTH OPERATOR with written

notice setting out the amount of such additional fee

(“Shortfall Amount”) payable by the DTH OPERATOR

to ZEEL (“Notice of Shortfall”). Upon receipt of the

Notice of Shortfall, the DTH OPERATOR shall

immediately, and in any event no later than Seven (7)

calendar days from the date of receiving such Notice of

Shortfall pay the Shortfall Amount together with interest

at the Default Interest Rate for the period from the date

when the payments should have been made by the DTH

OPERATOR until the actual date of payment in the

manner set out in Clause 9.

(II) If the Shortfall Amount due for any period exceeds the

fees reported by the DTH OPERATOR to be due for such

period by two percent (2%) or more, the DTH

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OPERATOR shall be liable to bear all the costs incurred

by ZEEL in connection with such review and/or audit as

well as pay additional charge at the rate of ten percent

(10%) of the agreed rates for such additional subscribers

revealed during the audit exercise. Besides, the DTH

OPERATOR shall take requisite action necessary to

prevent such errors in the future and such obligation shall

survive the termination of this Agreement. If within a

period of two (2) weeks from the date of demand by

ZEEL, the DTH OPERATOR fails to pay the Shortfall

Amount or any other amounts found due on the basis of

such audit/inspection, including the cost and expenses of

such audit/inspection and additional charge, ZEEL shall

have the right to deactivate or disconnect the Channel(s)

and/or terminate this Agreement in accordance with

applicable Law without prejudice to its right to claim the

amount due to ZEEL in addition to any other action that

may be deemed appropriate; and

(III ) In the event during the audit exercise if it is found that

the DTH OPERATOR has not informed ZEEL about any

change/ replacement of his existing SMS / CAS system

declared at the time of execution of the agreement or in

case where the DTH OPERATOR has introduced and is

making use of one or more SMS / CAS systems for which

it has not declared true and correct subscribers count

along with the choice of channels subscribed by the

subscribers then in such an event ZEEL shall at its

discretion, charge for such additional subscribers

attributable to such supplementary/ additional SMS /

CAS systems with a penalty @ 1.25 times of the agreed

rates from the date of agreement.

(IV) ZEEL shall also have the option in its sole discretion (in

addition to ZEEL’s other rights and remedies under law

or equity) to suspend delivery of the Zee Group Channels

pursuant to Clause 18 and/or to terminate the agreement

as per applicable law DTH OPERATOR.

(V) The DTH OPERATOR shall remain the sole owner and

holder of all customer databases compiled by the DTH

OPERATOR under this Agreement.

(VI) The DTH OPERATOR will maintain at its own expense

a subscriber management system (“SMS”) capable of, at

a minimum:

(a) maintaining a computerised customer database

capable of recording adequate details of each Subscriber,

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including name, address, chosen method of payment and

billing;

(b) administering subscriptions of Subscribers by

producing and distributing contracts for new Subscribers

and setting up and maintaining an infrastructure whereby

Subscriber contracts are collected and recorded in the

SMS database for ongoing administration;

(c) handling all ongoing administrative functions in

relation to Subscribers, including, without limitation,

billing and collection of subscription payments, credit

control, sales enquiries and handling of complaints;

(d) administering payments of any commission fees from

time to time payable to the DTH OPERATOR’s

authorised agents for the sale to Subscribers of

programming packages;

(e) obtaining and distributing receivers and smartcards, if

applicable, to Subscribers, and issue replacement

smartcards from time to time in its discretion; and

(f) enable new Subscribers via the SMS addressing

system and disable defaulting Subscribers from time to

time in its discretion.

(VII) The DTH OPERATOR shall maintain accurate,

complete and up to date records of every subscriber’s

details, details of the location of every STB, smart card,

records and accounts of billings including historical

billing data, type of subscribers, sub licenses, correct

conditional access log, SMS data, duly executed

agreements with subscribers, forms filed by Subscribers,

receipt books regarding payments from the Subscribers,

books of accounts and records reflecting all transactions

relating to the Services and authorizations of STB / CPE,

in particular the name, complete address, billing and

payment details of all Subscribers (“Subscriber

Records”). The DTH OPERATOR shall ensure that it’s

SMS and billing software allows for monitoring and

printing historical data relating to subscriber activation

and/or deactivation, going back to at least 2 (two) years

at any point of time.

(VIII) DTH OPERATOR shall, at the request of ZEEL, send a

report in respect of systems, measures and compliances

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with this Clause 14, in accordance with the format and

medium, electronic and hard copy, as may be specified

by ZEEL from time to time. Such report shall be

authenticated by the agencies or vendors providing CA

software and subscriber management / billing system

software. It is agreed between the Parties that neither

ZEEL’s acceptance of any such information or payment,

nor ZEEL’s inspection or audit of the DTH

OPERATOR's records or accounts shall prevent ZEEL

from later disputing the accuracy or completeness of the

same provided that ZEEL submits reasons for disputing

the same.

(IX) The SMS, CAS, billing, IT systems, and all Subscriber

Records that are relevant for the purpose of the

Agreement shall be available for inspection and audit by

ZEEL or ZEEL’s representatives (i) at any time during

normal business hours during the Term of this

Agreement and for three months after the termination of

the Agreement, as the case may be, to ensure compliance

with the Anti-Piracy obligations of the DTH

OPERATOR; and (ii) on 3 (three) calendar days prior

written notice during normal business hours to ensure

compliance with all other terms of the Agreement during

the Term of this Agreement and for three months after

the termination of this Agreement.

(X) The DTH OPERATOR shall give ZEEL’s

representatives any assistance they may reasonably

require in connection with their audit investigations. In

the event a breach of the Agreement has been discovered

during the course of such audit or inspection, ZEEL’s

representatives shall have the right to take printouts,

photocopies and computer copies of the Subscriber

Records, or any portion thereof, reasonably required to

provide evidence of such breach, and the DTH

OPERATOR agrees to extend reasonable co-operation in

this regard.

(XI) The scope of such audit conducted by ZEEL in

accordance with Clause 14 (VI) shall be as set out in

ANNEXURE – IX. The DTH OPERATOR shall

provide full cooperation to ZEEL’s auditors in order to

carry out the audit including but not limited to granting

unfettered, unqualified and unrestricted access to DTH

OPERATOR’s facilities and systems including but not

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limited to SMS, CAS, IT, billing, and other systems and

providing documents as may be required by the auditors.

DTH OPERATOR shall have no objection to the auditors

carrying or using their own equipment, systems including

but not limited to laptops, software and hardware for

conducting such audit and shall be provided with free

ingress and egress from the premises wherein such audit

is conducted. The DTH OPERATOR shall not refuse,

oppose, or defeat data retrieval, data storage, or data

analysis by the auditor at any stage during the audit. The

auditor shall own and possess all working data. Further,

the auditor shall be free to decide and devise the

methodology and the manner for conducting the audit.

The provisions contained in this Clause shall also apply

to Technical Audits as stated in Clause 14 herein below.

Any breach by or on the part of the DTH OPERATOR

with regard to the above covenants shall be construed as

material breach of this Agreement.

(XII) DTH OPERATOR shall maintain all the relevant

records including but not limited to the records

pertaining to packaging, penetration, Logical Channel

Numbers (LCN) of Zee Group Channels along with

sequential positioning thereof within the genre and shall

submit the monthly report thereof in a stipulated format

to ZEEL.

15. Anti-Piracy In order to prevent theft, piracy, unauthorized retransmissions,

redistribution or exhibition, copying or duplication of any

Channel, in whole or in part, (hereinafter collectively referred

to as “Piracy”), the DTH OPERATOR shall, prior to the

commencement of the Term of the agreement and at all times

during such Term, employ, maintain, and enforce fully

effective conditional access delivery and content protection

and security systems, and related physical security and

operational procedures (hereinafter collectively referred to as

the “Security Systems”) as may be specified (security

specifications), in a non-discriminatory manner in writing,

from time to time, by ZEEL. The DTH OPERATOR shall

comply with the Anti-Piracy Requirements of ZEEL set out in

Clause VI and VII in ANNEXURE - IX and also provide full

and complete information for conducting Technical Audit by

furnishing details outlined in clause I, II, III, IV and V of

ANNEXURE - IX attached herewith.

To ensure the DTH OPERATOR’s ongoing compliance with

the security requirements set out in the Agreement, ZEEL may

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require technical audits (“Technical Audit(s)”) conducted by

an independent and/or ZEEL’s representative security

technology auditor (“Technical Auditor and/or ZEEL’s

representative”), approved by ZEEL in writing at any time

during normal business hours during the Term of the

Agreement and for six months after the termination of the

Agreement, at ZEEL’s cost and expense. If the results of any

Technical Audit are not found to be satisfactory by either the

DTH OPERATOR or ZEEL, then ZEEL shall work with the

DTH OPERATOR in resolving this issue in the next fourteen

(14) business days. If a solution is not reached at by then,

ZEEL may, in its sole discretion, suspend the DTH

OPERATOR’s right to distribute the Channels or take other

actions as provided under the Agreement, until such systems,

procedures and security measures have been corrected to

ZEEL satisfaction. The DTH OPERATOR shall bear the cost

and expense of any subsequent Technical Audit to verify that

the systems, procedures and security measures have been

corrected by the DTH OPERATOR to ZEEL’s satisfaction.

The DTH OPERATOR shall deploy finger printing

mechanisms to detect any piracy, violation of copyright and

unauthorized viewing of the Channels, distributed /

transmitted through its Platform at least every 10 minutes on

24 x 7 x 365(6) basis.

The DTH OPERATOR shall not authorize, cause or suffer any

portion of any of the Channels to be recorded, duplicated,

cablecast, exhibited or otherwise used for any purpose other

than for distribution by the DTH OPERATOR at the time the

Channels are made available. If the DTH OPERATOR

becomes aware that any unauthorized third party is recording,

duplicating, cablecasting, exhibiting or otherwise using any or

all of the Channels for any other purpose, the DTH

OPERATOR shall within ten minutes of so becoming aware

of such recording, duplicating, cablecasting, exhibiting or

otherwise using any or all of the Channels for any other

purpose, notify ZEEL and the DTH OPERATOR shall also

switch off the concerned Set Top Box to prevent such

unauthorized use. However, use of a Set Top Box with

Personal Video Recorder/ Digital Video Recorder facility

which has been supplied by the DTH OPERATOR shall not

be treated as unauthorized use, as long as such Set Top Box is

used in accordance with the terms and conditions of the

subscription agreement between the DTH OPERATOR and

the subscriber. The DTH OPERATOR shall comply with the

specifications for Set Top Box, Conditional Access System

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and Subscriber Management System as set out in Annexure –

X attached herewith.

If so instructed by Information (as defined below) by ZEEL,

the DTH OPERATOR shall shut off or de-authorize the

transmission to any unauthorized subscriber/ subscriber

indulging in piracy, within Ten minutes from the time it

receives such instruction from ZEEL. Any communication

under this clause shall be considered as valid Information only

if (i) the information is sent through e-mail in a format as

mutually agreed by the parties and (ii) the information is sent

by a person(s) who is designated to send such information.

However, the “information” may even be provided by ZEEL

representatives through other means of communications such

as telephonic message, fax etc. and the said “information”

shall later be confirmed by ZEEL through e-mail and the DTH

OPERATOR shall be under obligation to act upon such

information.

16. Reports The DTH OPERATOR will maintain at its own expense a

Subscriber Management System (“SMS”) which should be

fully integrated with the CAS (Conditional Access System).

The DTH OPERATOR shall provide to ZEEL complete and

accurate opening and closing subscriber monthly reports

(separately for ordinary and commercial subscribers) for the

Zee Group Channels and the tier and/ or package containing

Zee Group Channels within seven (7) days from the end of

each month in the format set-out in ANNEXURE- XI

attached herewith.

Such reports shall specify all information required to calculate

the Monthly Average Subscriber Level (including but not

limited to the number of Subscribers for each Zee Group

Channel and each package in which a Zee Group Channel is

included) and the Licence Fees payable to ZEEL and in case

the DTH OPERATOR opts for Incentive Schemes all the

required details as per stipulated formats. Such monthly

Reports shall be signed and attested by an officer of the DTH

OPERATOR of a rank not less than Head of Operations

Department/ Chief Financial Officer/Chief Executive Officer

who shall certify that all information in the Report is true and

correct and that the number of subscribers reported in the

Report has been extracted from the SMS which is exactly the

same as reflected in their CAS.

In order to verify the authenticity of the monthly report ZEEL

may ask DTH OPERATOR to furnish the opening and closing

numbers of any four (4) days in a month as randomly specified

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by ZEEL and the DTH OPERATOR would furnish the said

details/information accordingly within two (2) day of such

request.

17. Acquired Systems If DTH OPERATOR merges with, acquires or is acquired by

a competing DTH OPERATOR within the Territory

(“Competing Platform”) and Zee Group Channels are not

carried on the Competing Platform at the time of merger and in

the event following the merger the Competing Platform carries

the ‘Zee Group Channel pursuant to this Agreement or DTH

OPERATOR distributes the said Channel to the Subscribers of

the Competing Platform, DTH OPERATOR or the successor

company shall be obligated to pay to ZEEL an increased

License Fee from the effective date of the merger, as agreed

between Parties on the basis of this RIO within 30 days from

the date of the merger based on the revised subscriber base of

DTH OPERATOR and the DTH Platform. In case of parties

failing to arrive at increased License Fee payable, the Parties

agree to refer the matter to TDSAT. It is hereby clarified that

the increased License Fee shall be over and above the License

Fee payable by DTH OPERATOR under this Agreement.

If DTH OPERATOR merges with, acquires or is acquired by a

Competing Platform and the Zee Group Channel(s) are carried

on Platform and the Competing Platform, then the fee payable

by the combined entity / platform would be in accordance with

the respective agreements of ZEEL, with the platform and

competing platform prior to such merger, till a fresh agreement

is entered into with ZEEL for the combined entity.

Identical procedures will be followed in circumstances where

the DTH OPERATOR merges with, acquires or is acquired by

multiple Competing Platforms simultaneously or a party

which owns multiple Competing Platforms.

18. Suspension Rights Subject to any applicable laws, ZEEL shall have the right to

suspend delivery of the Zee Group Channels to the DTH

OPERATOR after giving 21 days’ notice in terms of the

applicable Law, in the event of:

i. a material breach related to License Fee if the same is

not paid by the DTH OPERATOR by the Due Date;

ii. a material breach related to anti-piracy, if such breach

is not cured within the initial notice period of two (2)

days; or

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iii. a material breach not related to anti-piracy/ non-

payment of Monthly License Fee, if such breach is not

cured within the initial ten (10) day notice period.

The DTH OPERATOR shall pay the License Fees during such

suspension period; provided however, that if it is later proven

that such suspension was in bad faith or not in accordance with

the terms of this Agreement then ZEEL shall reimburse the

DTH OPERATOR any amount paid by the DTH OPERATOR

to ZEEL during such suspension period.

19. Renewal of the Agreement: The Parties shall start the process for renewal of the agreement

at least 60 days prior to the date of the expiry of the existing

Interconnection Agreement. New Interconnection agreement

shall be entered into before the expiry of the existing

Interconnection Agreement. In case the parties fail to enter

into a new Interconnection Agreement before the expiry of the

existing agreement, ZEEL shall not make available Zee Group

channels to the DTH OPERATOR on the expiry of the

existing Interconnection agreement.

20. Termination (A) Either Party has a right to terminate the Agreement by a

written notice, subject to applicable Law, to the other in the

event of:

i. material breach of the Agreement by the other Party

which has not been cured within Twenty One (21)

days of being required in writing to do so;

ii. the bankruptcy, insolvency or appointment of receiver

over the assets of the other Party;

iii. the Digital addressable cable TV system license or

any other material license/ permission necessary for

the DTH OPERATOR to operate its DTH system

service being revoked at any time other than due to

the fault of the DTH OPERATOR.

(B)ZEEL shall have the right to terminate this Agreement by a

written notice to the DTH OPERATOR forthwith if:

i. DTH OPERATOR breaches any of the Anti-Piracy

Requirements and fails to cure such breach within ten

(10) days of being required in writing to do so; or

ii. ZEEL discontinues the Zee Group Channels with

respect to all distributors in the Territory.

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(C) The DTH OPERATOR shall have the right to terminate

this Agreement on written notice to ZEEL if the DTH

OPERATOR discontinues its DTH business and provides

at least ninety (90) days prior written notice.

(D) In the event that the Parties fail to enter into a new

agreement prior to the expiry of the Term, DTH

OPERATOR the ZEEL would discontinue the supply of

signals to DTH OPERATOR on the date of the expiry of

the agreement due to efflux of time.

(E) The procedure for disconnection of signals of the Channels

by either Party shall be subject to the provisions contained

in the Interconnection Regulations notified by TRAI.

(F) In the event the IRD Box/CAM and or Viewing Card is/are

transferred to any other location in breach of this

Agreement, the Agreement shall be automatically

terminated without prejudice to any other rights of ZEEL

under this Agreement or Law.

(G) ZEEL shall have the right to disconnect the Channels

provided to the DTH OPERATOR at any time by giving

a prior written notice of 21 (twenty-one) calendar days,

specifying the reasons for such disconnection.

(H) The right of ZEEL to terminate this Agreement shall

be in addition to, and without prejudice to any other

rights or remedies available to ZEEL under this

Agreement or Law.

21. Effect of Termination Upon expiration or termination of the Agreement, all rights

granted to and obligations undertaken by the Parties under the

Agreement shall terminate immediately except:

i. DTH OPERATOR’s obligations to pay License Fees

accrued under the Agreement upon or prior to the

expiration or termination of the Agreement; and

ii. the indemnity obligations of the Parties; and

iii. the confidentiality obligations of the Parties; and

iv. such other rights as may accrue to the Parties under

applicable laws.

In addition, DTH OPERATOR shall forthwith:

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i. cease to use the Intellectual Property Rights of the

Broadcaster and shall sign such confirmation of

cessation of use of such Intellectual Property Rights

as Broadcaster may require;

ii. cease to provide or distribute/ transmit the Channels

to the Subscribers;

iii. return back to the Broadcaster the IRDs.

iv. The DTH OPERATOR shall prepare and deliver to

ZEEL a final Subscriber Report relating to any

amounts due to ZEEL forthwith;

v. All Promotional Materials of ZEEL and/or

Confidential Information, which are in the possession

of the DTH OPERATOR, its sub-operators or any of

their Affiliates or under their control shall be returned

to ZEEL or be otherwise disposed of in accordance

with the ZEEL’s directions;

The expiry or termination of the Agreement shall be without

prejudice to any rights which have already accrued to either

Party under the Agreement prior to the date of expiry or

termination.

The Parties shall immediately cease to make any

representations that they are associated with each other in the

Area.

Termination of the Agreement shall not absolve the DTH

OPERATOR of its obligations and stipulations under the

Agreement.

The provisions of Clauses 24, 26-35 shall survive the

termination of this Agreement.

22. Intellectual Property (I) ZEEL and its licensors shall have the sole right and

privilege to determine which events and programmes,

advertisements, messages and the like shall be included in the

channels. the DTH OPERATOR agrees and undertakes to

distribute the channels in their entirety in the same manner as

such channels are delivered by ZEEL, without any cutting,

editing, dubbing, scrolling or ticker tape, interruptions, picture

squeezing or re-sizing, insertion of graphic or animated

overlays, pull-throughs or crawls, deletions or additions,

blacking out, substituting or any other modification, alteration,

addition, deletion or variation, substituting or any other

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modification, alteration, addition, deletion, variation or other

interference or interruption in any manner.

(II) The DTH OPERATOR shall use its best efforts to promote

an awareness of the Channel among its Subscribers and

potential subscribers. The DTH OPERATOR acknowledges

that the Channel Marks and associated marks and names (and

the names of programs which appear in the Service) are and

shall remain the exclusive property of ZEEL and its licensors,

as applicable. The DTH OPERATOR has not and shall not

acquire any proprietary or other rights or interests therein by

reason of this Agreement. ZEEL shall have the sole discretion

to approve the use of such Channel Marks by the DTH

OPERATOR with respect to the programmes included in the

Channels. The DTH OPERATOR shall keep fully confidential

and shall not publish or disseminate any material or

information which violates any conditions imposed by ZEEL

or its programme suppliers and disclosed to DTH

OPERATOR by Company for the purpose of this Agreement.

ZEEL acknowledges and agrees that the DTH OPERATOR

shall have the right to use the Channel Marks to promote the

Channel(s) through programme guide, programme listing,

internet website and for the purpose of displaying the

electronic program guide if any.

(III) All rights to the Channels and its contents are specifically

reserved to ZEEL and its licensors, as appropriate, and may be

freely exercised and exploited by them by any means, any

locations and in any manner whatsoever.

(IV) Notwithstanding anything contained in this Agreement,

the DTH OPERATOR agrees that ZEEL, its parent,

successors, assigns or any entity that owns or controls ZEEL,

directly or indirectly during the Term hereof or for any

extension, may re-name and/or re-brand the Channels in its

sole discretion.

23. Representations and Warranties

(I) Each Party represents and warrants to the other Party that:

(a) each of them is a duly incorporated and is a validly existing

company under applicable Law and has full authority and all

rights (including necessary licenses and approvals from

competent authorities) necessary to perform its obligations

under this Agreement;

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(b) upon execution hereof, this Agreement shall be legally

binding on such Party and enforceable against such Party and

will not result in any violation of any applicable Law;

(c) it has obtained, and shall maintain in full force, during the

Term of this Agreement, all approvals and consents necessary

to perform its obligations under this Agreement and operate the

business it is conducting in connection with this Agreement, as

applicable and no consent, authorization, licence or approval

of any Governmental Authority that has not been applied for

or obtained is required to authorize the execution, delivery, or

performance of this Agreement.

(II) DTH OPERATOR undertakes, represents and warrants to

ZEEL that:

(a) DTH OPERATOR has conducted its business at all times

in accordance with applicable Laws in all material respects and

the terms of each license, registration and permit held by it and

has obtained all the licenses, permits, registrations from any

Governmental Authority required under applicable Law for the

DTH OPERATOR to operate the Distribution System within

the permitted Area. The registration or license to operate the

Distribution System within the permitted Area and all other

necessary supporting documents, including licenses or

registrations of all sub-operators are valid and shall continue to

remain valid during the Term of this Agreement. The DTH

OPERATOR confirms that it shall abide by the applicable Law

and Interconnection Regulations and shall duly inform ZEEL

in the event of any changes or termination in its registrations

or in the event of a change in names and addresses of sub-

operators working under the DTH OPERATOR within 10 (ten)

calendar days of such change. Any failure on the part of the

DTH OPERATOR to inform ZEEL in the event of any such

change within 10 (ten) calendar days of such change shall be

construed as a material breach of this Agreement;

(b) the DTH OPERATOR has not received any written notice

from any Governmental Authority with respect to any violation

of any applicable Law and no fact or circumstance exists which

is likely to lead to any license, registration or permit which is

material to the Distribution System of the DTH OPERATOR

being revoked, varied, cancelled, suspended or not renewed.

(c) the Distribution Systems used by it to exercise the rights

under this Agreement meet the requirements of applicable

Laws and regulations, as amended from time to time, and this

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Agreement. The DTH OPERATOR shall not generate or

retransmit any unencrypted signals or feeds;

(d) it shall not pledge, charge or encumber or in any way part

with the possession of the Equipment without the prior written

permission of Company and shall not remove/shift any

equipment used to avail of the Services from the address

referred to in ANNEXURE – VIII, without the prior written

consent of the Licensor;

(e) it shall not shift, remove, modify, misuse or tamper with the

equipment used to avail of the Services including the paper seal

to prevent opening of the equipment or any signals emanating

there from, in a manner that prevents the identification of the

equipment number or interferes with the signals emanating

there from;

(f) it shall not distribute the Channels other than by itself or

otherwise deal with the Channels except as expressly

authorized under this Agreement. It is hereby clarified that the

DTH OPERATOR shall offer the Channel(s) to it subscribers

either on A-la-carte or within and as part of Subscriber Package

or the Incentive Scheme (if opted for);

(g)it shall not distribute the Channels (i) outside the Area; (ii)

to any other Person other than the Subscriber in a manner

specified in the Agreement;

(h) It has the appropriate net worth, good and paying subscriber

base, necessary infrastructure including office, support staff

and the equipment for running the Distribution System

smoothly and efficiently so as to enable the DTH OPERATOR

to discharge all its obligations under this Agreement. The DTH

OPERATOR further represents that it is not in breach of any

contractual obligation with respect to other service providers

with whom it is connected;

(i) all information provided by the DTH OPERATOR to ZEEL

in connection with this Agreement has been provided in good

faith. All information which has been provided by the DTH

OPERATOR to ZEEL in connection with this Agreement is

true and accurate, and such information does not omit to state

a material fact necessary to make the statements therein, in

light of the circumstances in which they are made, not

misleading.

(j) the DTH OPERATOR has not received any petition for, and

no order has been made or a resolution been passed for the

winding up of the DTH OPERATOR or for the appointment of

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any provisional liquidator or administrator over any or all the

assets of the DTH OPERATOR or the suspension of payments,

a moratorium of any indebtedness, winding-up, dissolution,

administration or re-organisation (by way of voluntary

arrangement, scheme of arrangement or otherwise) of the DTH

OPERATOR and no analogous procedure or step is being

taken or is pending or threatened in any jurisdiction. No

receiver has been appointed in respect of the whole or any part

of any of the assets of the DTH OPERATOR.

(k) there are no legal proceedings pending against the DTH

OPERATOR which would materially affect the ability of the

DTH OPERATOR to perform its obligations under this

Agreement.

The provisions of this Clause 23(II) shall also apply to sub-

operators and Affiliates of the DTH OPERATOR who are

distributing the Channels through the Distribution System in

the Area. The breach of any of the above shall constitute a

material breach of this Agreement and shall entitle ZEEL to

terminate this Agreement. The rights of ZEEL under this

Clause shall be in addition to and without prejudice to any

other rights available to it in Law or under this Agreement.

(III) Except as expressly set out in this agreement and to the

maximum extent permitted by Law, the Channels are provided

by the Licensor on an 'as-is' 'where-is' basis without warranties

of any kind whatsoever, express or implied, including in

relation to quality, merchantability, fitness for purpose or non-

infringement or that the services will be error free or

uninterrupted.

(IV) The DTH OPERATOR further represents and warrants that:

(a) all the terms and conditions laid down in this agreement

are non-discriminatory, reasonable and justified and are

not more than necessary for the legitimate preservation

of the value of the Channel(s) and the content of the

Channel(s);

(b) that it has understood the merits and demerits including

risks arising out of this agreement and acknowledges that

it has evaluated all considerations relating to the

agreement, after duly reading the contents of this

agreement. The DTH OPERATOR further represents

that it has also taken advice from the subject matter

experts including but not limited to finance, technical,

content, legal and tax experts, pertaining to the

implications of all terms and conditions of the agreement

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and based on their opinion has accepted that this

agreement is suitable and appropriate for the DTH

OPERATOR.

(c) it has agreed to all terms and conditions of this agreement

after due discussion with ZEEL. In the event of any

ambiguity or question of intent or interpretation arising

out of this agreement, then the agreement shall be

construed as if drafted jointly by both the Parties, and no

presumption or burden of proof shall arise favouring or

disfavouring any Party by virtue of the authorship of any

provision of this Agreement.

24. Regulatory Intervention In the event that there is any change to any applicable statutes,

enactments, acts of legislation or parliament, laws, ordinances,

rules, by-laws or regulations of any government or statutory

authority in India including but not limited to the Ministry of

Information and Broadcasting and The Telecom Regulatory

Authority or any final un-appealable order of any competent

court or tribunal which would have a material adverse effect

on either of the Parties, then the affected Party may request

that the Parties consult as soon as reasonably practicable with

a view to negotiating in good faith an amendment to this

Agreement including but not limited to the license fees

payable hereunder, such amendment to take effect from the

date of such change. In the event that the Parties are unable to

agree on an amendment within forty-five (45) days of the date

of the request by the affected Party, then either Party may

request TDSAT to resolve such dispute.

25. Indemnity and Limitation of Liability

(I) The DTH OPERATOR shall without any limitations

as to time period or amounts keep and hold ZEEL and

its Affiliates, officers, directors, employees and

agents fully indemnified and harmless against all

claims, suits, actions, proceedings, causes of action,

damages, awards, liabilities, costs and/or expenses of

any kind (including reasonable attorney’s fees) arising

out of any misrepresentation or fraud committed by

the DTH OPERATOR, or actual or alleged breach of

any terms of this Agreement by the DTH

OPERATOR (including but not limited to breach of

any representation and warranty provided by the DTH

OPERATOR to ZEEL).

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(II) It is expressly understood and agreed between the

Parties that ZEEL shall have no liability or obligation

whatsoever under this Agreement, towards the DTH

OPERATOR, the Subscribers or any other person or

Governmental Authority, arising from and/or in

respect of:

(a) any defect in any Equipment (including without

limitation IRDs / Viewing Cards) attributable to or

resulting from any unauthorized/improper use,

tampering, negligence or failure to follow ZEEL's

instruction, or any use of the Equipment with any

apparatus or Equipment not authorized by ZEEL, in

which event ZEEL shall not be under any obligation

to provide DTH OPERATOR with any other

Equipment;

(b) any inaction, default or on the part of the DTH

OPERATOR, its distributor or installer;

(c) any delay or failure in the performance of this

Agreement caused by any reason or event beyond the

control of ZEEL;

(d) deactivation, disconnection, interruption of the

Channels or termination of this Agreement by ZEEL

in accordance with the terms of this Agreement for

any reason whatsoever (including without limitation

on account of the non-payment of License Fee by the

DTH OPERATOR or on account of any other breach

of this Agreement by the DTH OPERATOR); or

(e) failure on the part of the DTH OPERATOR to

maintain the licenses and approvals required under

applicable Law;

(III) The DTH OPERATOR undertakes that it shall be

solely responsible for dealings with the Subscribers

and shall be liable for any claims, actions, demands or

proceedings by the Subscribers arising out of the

actions or omissions of DTH OPERATOR. Nothing

in this Agreement or the contract(s) executed between

the Subscriber and the DTH OPERATOR or the

operator or sub-operator shall entitle the Subscriber to

receive the Channels from ZEEL or create any direct

relationship between the Subscriber and ZEEL.

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(IV) ZEEL shall not be liable to the DTH OPERATOR,

any Subscriber or to any other Person, whether under

contract, tort or otherwise, for any indirect, special,

incidental or consequential damages or for any lost

profits, business, revenues or goodwill arising out of

or in connection with this Agreement or the provision

of the Channels or inability to provide the same

whether or not due to suspension, interruption or

termination of the Channels or for any inconvenience,

disappointment due to deprival of any programme or

information whether attributable to any negligent act

or omission or otherwise.

(V) Without prejudice to the foregoing, the maximum

aggregate liability of ZEEL for proven and awarded

direct damages or losses that may arise out of or in

connection with this Agreement shall not exceed the

License Fee actually paid by the DTH OPERATOR to

ZEEL hereunder.

26. Compliance with Laws: The DTH OPERATOR, its sub-operators and their respective

affiliates shall at all times ensure that their employee(s),

directors(s), personnel adhere to all applicable laws,

including but not limited to the anti-corruption and anti-

bribery laws, provisions of the Prevention of Corruption Act,

1988, Prevention of Money Laundering Act, 2002. The DTH

OPERATOR, its sub-operators and their respective affiliates

further agree that the DTH OPERATOR, its sub-operators

and their respective affiliates, as the case may be, and any

person working on their behalf in connection with the

services or this agreement shall not make any payment or

transfer anything of value, directly or indirectly to: any

governmental official or employee (including employees of

government-owned and government-controlled corporations

and public international organizations); any political party,

official of a political party, or candidate for public office; any

intermediary, including, but not limited to, agents or family

members of government officials, for payment to any

government official; any other person or entity in a corrupt or

improper effort to obtain or retain business or any advantage,

in connection with ZEEL’s affairs; any person selling a

competing product in order to eliminate or restrict

competition, including, but not limited to, agreements to

divide the market; or any other person or entity; if such

of 109

payment or transfer would violate the applicable law of the

country.

27. Confidentiality (I) Subject to Clause 27 (III) the parties agree to keep all

confidential information including without limitation, data

pertaining to the business of the other party, details of the other

party’s affiliates, subscriber details, license fee, pricing,

information regarding the strategy and volume of business of

the other party strictly confidential at all times.

(II) Any information provided by one Party to the other

Party under the Agreement is to be held strictly in confidence

by the other Party and shall not be used by the other Party for

a purpose other than the purpose for which it is intended

under this Agreement without written consent of the other.

(III) Notwithstanding the provisions contained in Clause

27(I) and 27(II), either Party may disclose Confidential

Information:

a) if and to the extent necessary to be disclosed under the

applicable Law or by any Governmental Authority to

whose jurisdiction the Party is subject;

b) in so far as it is required to be disclosed to Affiliates,

the employees, directors or professional advisers of

any Party, provided that any such disclosure is on a

need-to-know basis and the disclosing Party shall

procure that the persons to whom it is disclosed in

terms of this provision treat such information as

confidential;

c) if and to the extent the Confidential Information has

come into the public domain, otherwise than as a direct

or indirect consequence of any breach of the terms and

conditions of this Agreement and through no fault of

that Party; or

d) if and to the extent all the other Parties have given prior

written consent to the disclosure of such Confidential

Information.

28. Specific Performance The parties agree that damages may not be an adequate

remedy and the parties shall be entitled to an injunction,

restraining order, right for recovery, suit for specific

performance or such other equitable relief as a court of

competent jurisdiction may deem necessary or appropriate to

restrain the other party from committing any violation or

enforce the performance of the covenants, representations and

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obligations contained in this agreement. These injunctive

remedies are cumulative and are in addition to any other rights

and remedies the parties may have at law or in equity,

including without limitation a right for damages.

29. Guarantee The DTH OPERATOR shall procure that its affiliates, sub-

operators and their affiliates who are operating in the area

comply with the terms of this agreement and perform their

obligations hereunder. The DTH OPERATOR guarantees the

performance of the obligations of its affiliates, sub-operators

and their affiliates under the terms of this agreement. Any

breach or default of this clause by the DTH OPERATOR shall

constitute a material breach by the DTH OPERATOR of the

terms of this Agreement.

30. Agency Neither the DTH OPERATOR nor ZEEL shall be or hold itself

out as the agent of the other under this Agreement except with

the express written consent of the other. No sub-operators or

subscribers shall be deemed to have any privity of contract or

direct contractual or other relationship with Company by

virtue of this Agreement or by Company’s delivery of the

services to the DTH OPERATOR.

31. Waiver No waiver of any of the terms or conditions hereof shall be

valid or binding unless made in writing and duly executed by

or on behalf of the Parties. No waiver by any party of any

default with respect to any provision, condition or requirement

hereof shall be deemed to be a waiver of any other provision,

condition or requirement hereof. No delay or omission of any

Party to exercise any right hereunder on one occasion in any

manner shall impair the exercise of any such right on any other

occasion.

32. Force Majeure Neither party shall be liable to the other for any delay in the

performance of its obligations caused by any reason beyond

its reasonable control, including without limitation, an act of

god, fire, Governmental action, war, civil insurrection, riot, act

of terrorism, labour unrest or dispute, epidemics or satellite

failure or satellite jamming which may affect the

retransmission of signals of any of the channels to the

subscribers. provided that nothing contained in this clause

shall apply to the obligation of the DTH OPERATOR the pay

the License Fee in accordance with this Agreement.

33. Assignment The DTH OPERATOR shall not have the right without the

prior written consent of ZEEL, to assign, transfer, convey,

delegate or sub-contract this Agreement or any of its rights or

obligations hereunder. ZEEL may assign or transfer its rights

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or obligations under the Agreement to any party without any

prior consent or approval of DTH OPERATOR.

34. Notices Any Notice provided for in this Agreement shall be in writing

and shall be (I) First transmitted by Email or facsimile

transmission, and then confirmed by Postage, Prepaid

Registered Post with Acknowledgement Due or by

Internationally Recognised Courier Service; or (II) Sent by

Postage, Prepaid Registered Post with Acknowledgement Due

or by Internationally Recognized Courier Service:

A. In the case of notices to ZEEL:

Mr. [●]

Address:

Facsimile:

Email:

B. In the case of notices to the DTH OPERATOR:

Mr. [●]

Address:

Facsimile:

Attention:

Email:

35. Severability If any provision of this Agreement is determined to be invalid,

illegal or unenforceable by a competent legal forum, the

remaining provisions of this Agreement shall continue in full

force and effect.

36. Jurisdiction Disputes or differences arising between the parties as to the

effect, validity or interpretation of this Agreement or to their

Rights, duties or liabilities arising out of this RIO, the

Governing law shall be the Indian Laws and Telecom Disputes

Settlement and Appellate Tribunal (TDSAT) shall have

exclusive jurisdiction in respect of any dispute between the

parties, arising out of/ in connection with or as a result of the

Agreement. Further, in case of dishonour of cheque(s), the

parties agree that the Delhi courts only shall have the exclusive

jurisdiction to try cases under section 138 of the Negotiable

Instruments Act, 1881.

37. Entire understanding between

the Parties The Distribution Agreement will contain the entire

understanding between the Parties with respect to the subject

matter hereof and supersede any prior agreements, writings,

understandings or communications in this connection. The

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Parties agree that the terms contained herein are fair and

reasonable. The Distribution Agreement shall not be modified,

amended or varied unless otherwise mutually agreed in

writing in accordance with applicable Law.

IN WITNESS WHEREOF, the Parties hereto have caused this AGREEMENT to be executed by their

duly authorized representatives.

For and on behalf of For and on behalf of

_________________________ ZEE ENTERTAINMENT ENTERPRISES

_________________________ LIMITED

(Name of the DTH Operator)

Sign: Sign:

Name: Name:

Designation: Designation:

Date: Date:

Witness sign: Witness sign:

Name: Name:

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ANNEXURE – I

TERRITORY

SMS

ID

Headend Address Authorized Area of Operation

restricted to the local limit of

(Name of City / Area / Town)

District State

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******

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ANNEXURE - II

ZEE GROUP CHANNELS

(PART – I)

I. List of Standard Definition (SD) Channels offered along with the respective A-la-

Carte Rate:

DTH OPERATOR is desirous of availing SD Channels on A-la-Carte Basis (Yes / No): __

S.

No.

Name of

Channel

Genre A-la-Carte Rate payable per

month by DTH Operator for

each Authorised Subscriber (in

Rs.)

Channel Availed

(Yes /No)

1 Zee TV General Entertainment

(Hindi)

5.83

2 Zee ETC General Entertainment

(Hindi)

1.35

3 &TV General Entertainment

(Hindi)

9.2

4 Zee Café General Entertainment

(English)

3.6

5 Zee Marathi General Entertainment

(Regional)

3.6

6 Zee Bangla General Entertainment

(Regional)

3.64

7 Zee Salaam News & Current Affairs 3.86

8 Zee Kannada General Entertainment

(Regional)

3.35

9 Zee Telugu General Entertainment

(Regional)

4.67

10 Zee Sarthak General Entertainment

(Regional)

3.99

11 Zee Kalinga Infotainment 4.67

12 Living Foodz Infotainment 6.72

13 Zee Cinema Movies 5.83

14 Zee Studio Movies 3.15

15 Zee Talkies Movies 6.96

16 Zee Bollywood Movies 4.49

17 Zee Action Movies 4.49

18 Zee Bangla

Cinema

Movies 6.8

19 &Pictures Movies 7.56

20 Zing Music 2.25

21 Zee News News and Current

Affairs

FTA

22 Zee Punjab

Haryana

Himachal

News and Current

Affairs

0.67

23 Zee Business

News and Current

Affairs 2.16

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S.

No.

Name of

Channel Genre

A-la-Carte Rate payable per

month by DTH Operator for

each Authorised Subscriber (in

Rs.)

Channel Availed

(Yes /No)

24 24 Ghanta News and Current

Affairs 2.70

25 Zee 24 Taas News and Current

Affairs 3.82

26

Zee Madhya

Pradesh

Chhattisgarh

News and Current

Affairs 3.82

27 Zee Rajasthan

News Infotainment 4.62

28 Zee Anmol General Entertainment

(Hindi) FTA

29 Zee Tamil General Entertainment

(Regional) 5.25

30 Zee Bihar

Jharkhand

News and Current

Affairs FTA

31 Zee Hindustan News and Current

Affairs FTA

32 WION News and Current

Affairs 3.86

33 Zee Yuva General Entertainment

(Regional) 5.04

34 Zee Cinemalu Movies 7.64

35 Zee Anmol

Cinema Movies FTA

36 Living Zen Infotainment 6.72

37 Zee 24 Kalak

News and Current

Affairs 3.82

38 Zee Uttar Pradesh

Uttarakhand

News and Current

Affairs 3.86

39 EZMALL.COM News and Current

Affairs FTA

40 Living Rootz Life Style FTA

41 Living Travelz Life Style FTA

42 Z Living Life Style FTA

Total Count of SD Channel Availed on A-la-Carte Rate: ___________

* Note: 1. A-La-Carte Rates of ZEEL Channels are without prejudice to ZEEL’s rights and

contentions in any proceedings before any Tribunal/Judicial/Statutory/Regulatory

authority including but not limited to the Appeal No. 1 of 2016 and Appeal No. 2 of

2016 and also in Appeal Nos. 4 & 5 (C) of 2015 pending adjudication before the

Hon’ble Telecom Disputes Appellate and Settlement Tribunal (“TDSAT”).

2. ZEEL reserves its rights, subject to applicable regulation/order of TRAI, to revise the

Rate payable by Subscriber per Month mentioned herein above. Upon such revision

DTH OPERATOR agrees and unconditionally undertakes to pay revised Subscription

Fee pro rata from the effective date of such revision.

3. Inflation related hike/increase in the Rates notified by TRAI by way of Tariff Order or

otherwise would become automatically applicable to the above rates w.e.f. the date of

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such notification and the DTH OPERATOR would be liable to pay the increased

subscription fee from the notification date.

4. “Subscriber” for the purpose of calculation of license fee shall mean for any calendar

month, each Set Top Box (“STB”), which is availing the ZEEL Channels

5. A-La-Carte Rates of ZEEL Channels mentioned herein above are excluding taxes and

levies imposed by local and / or the Central Government including but not limited to

Goods and Services Tax.

6. The aforementioned provisions regarding revision of rate shall be applicable to both A-

la-Carte Rate(s) as well as Bouquet Rate(s).

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(PART – II)

II RATES OF HIGH DEFINITION (HD) CHANNELS APPLICABLE TO

AUTHORISED SUBCRIBERS ONLY:

DTH OPERATOR is desirous of availing HD Channels on A-la-Carte Basis (Yes / No): __

S.

No.

Name of the

Channel

A-la-Carte Rate payable per

month by DTH Operator for each

Authorised Subscriber

(Rs.)

Channel Availed

(Yes/No)

1 Zee TV HD 30.00

2 Zee Cinema HD 30.00

3 Zee Studio HD 30.00

4 &Pictures HD 30.00

5 &TV HD 30.00

6 Zee Café HD 30.00

7 Zee Talkies HD 30.00

8 Zee Bangla HD 30.00

9 Zee Marathi HD 30.00

10 Living Foodz HD 4.00

11 &prive HD 30.00

12 Zee Tamil HD 30.00

13 Zee Telugu HD 30.00

14 Zee Cinemalu HD 30.00

15 Zee Kannada HD 30.00

Total Count of HD Channel(s) Availed on A-la-Carte Rate: ___________

Note:

➢ The rate mentioned for the A-la carte channel(s) are per “subscriber” per month rates. The Rate

per subscriber per month for the ala carte channel, would increase by the inflation rate as

specified by TRAI from time to time and/or such rate as may be prescribed under existing

regulatory regime.

➢ The rates mentioned are exclusive of any taxes and levies imposed by local or central

authorities including but not limited to Goods and Services Tax.

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ANNEXURE - III

BOUQUET OF ZEE GROUP CHANNELS AND BOUQUET RATES

DTH OPERATOR is desirous of availing Bouquet(s) of Zee Group Channels (Yes / No): ________

Bouquet – I – Availed ____________ (Yes / No)

SR. No. Name of Channel

Bouquet Rate Payable Per Month DTH

Operator for each Authorised

Subscriber

1 Zee TV

Rs. 107.80/-

2 &TV

3 Zee Cinema

4 & Pictures

5 Zee Bollywood

6 Zee Action

7 Zee ETC

8 Zing

9 Zee Business

10 Zee Salaam

11 Zee Café

12 Zee Studio

13 Living Foodz

14 Zee Marathi

15 Zee Talkies

16 Zee 24 Taas

17 Zee Bangla

18 Zee Bangla Cinema

19 24 Ghanta

20 Zee Sarthak

21 Zee Kalinga

22 Zee Punjab Haryana Himachal

23 Zee Madhya Pradesh Chhattisgarh

24 Zee Rajasthan News

25 Zee Telugu

26 Zee Kannada

27 WION

28 Zee Yuva

29 Zee Cinemalu

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Bouquet – II – Availed ____________ (Yes / No)


Bouquet Rate payable per month by

DTH Operator for each Authorised

Subscriber

1 Zee TV

Rs. 74.44/-

2 &TV

3 Zee Cinema

4 & Pictures

5 Zee Bollywood

6 Zee Action

7 Zee ETC

8 Zing

9 Zee Business

10 Zee Salaam

11 Zee Café

12 Zee Studio

13 Living Foodz

14 Zee Marathi

15 Zee Talkies

16 Zee 24 Taas




20 WION

21 Zee Yuva

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Bouquet – III Availed ______________ (Yes / No)


Bouquet Rate Payable Per Month by


Subscriber

1 Zee TV

Rs. 73.17/-

2 &TV

3 Zee Cinema

4 &pictures

5 Zee Bollywood

6 Zee Action

7 Zee ETC

8 Zing

9 Zee Business

10 Zee Salaam

11 Zee Café

12 Zee Studio

13 Living Foodz

14 Zee Bangla


16 24 Ghanta

17 Zee Sarthak

18 Zee Kalinga

19 WION

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Bouquet – IV – Availed __________________ (Yes / No)


Bouquet Rate Payable Per Month by


Subscriber

1 Zee TV

Rs. 57.59/-

2 &TV

3 Zee Cinema

4 &pictures

5 Zee Bollywood

6 Zee Action

7 Zing

8 Zee Business

9 Zee Salaam

10 Zee Café

11 Zee Studio

12 Living Foodz


14 Zee Telugu

15 Zee Kannada

16 WION

17 Zee Cinemalu

Total Count of Bouquet(s) Availed on Bouquet Basis: _____________

* Note: 1. Bouquet Rates of Zee Group Channels are without prejudice to ZEEL’s rights and

contentions in any proceedings before any Tribunal/Judicial/Statutory/Regulatory

authority including but not limited to the Appeal No. 1 of 2016 and Appeal No. 2 of

2016 and also in Appeal Nos. 4 & 5 (C) of 2015 pending adjudication before the

Hon’ble Telecom Disputes Appellate and Settlement Tribunal (“TDSAT”).

2. ZEEL reserves its rights, subject to applicable regulation/order of TRAI, to revise the

Rate payable per subscriber per month mentioned herein above. Upon such revision

DTH OPERATOR agrees and unconditionally undertakes to pay revised License Fee

pro rata from the effective date of such revision.

3. Inflation related hike/increase in the Rates notified by TRAI by way of Tariff Order or

otherwise would become automatically applicable to the above rates w.e.f. the date of

such notification and the DTH OPERATOR would be liable to pay the increased

subscription fee from the notification date.

4. “Subscriber” for the purpose of calculation of license fee shall mean for any calendar

month, each Set Top Box (“STB”), which is availing the Zee Group Channels

5. A-La-Carte Rates of ZEEL Channels mentioned herein above are excluding taxes and

levies imposed by local and / or the Central Government including but not limited to

Goods and Services Tax.

******

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ANNEXURE - IV

UNDERTAKING FOR THE INCENTIVE SCHEME AVAILED

Date: ________, 2018

To,

Zee Entertainment Enterprises Limited

“Essel House”,

B-10 Lawrence Road Industrial Area,

Delhi – 110 035

Dear Sir,

Sub: Confirmation of the Incentive Scheme availed.

1. We refer to the Interconnection Agreement dated ___________entered into between the

Company and DTH OPERATOR on the basis of Reference Interconnect Offer of ZEEL.

2. We hereby confirm that we have opted for the Incentive Scheme as detailed in

SCHEDULE – A to this letter.

3. In order to be eligible for the opted Incentive Scheme as detailed in SCHEDULE - A, we

hereby undertake and confirm that we will comply with each of the applicable conditions

of the Incentive Scheme(s) opted by us during the Term of the Agreement.

4. We understand and acknowledge that failure to comply with the applicable conditions of

the Incentive Scheme(s) opted by us would result in the consequences as detailed in the

respective Incentive Scheme(s).

Yours Sincerely,

For [Name of DTH OPERATOR]

_________________

Authorized Signatory

Name:

Title:

DTH OPERATOR Seal ******

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SCHEDULE – A

Details of Incentive Scheme Availed

I. Parameters availed for Incentive Scheme on Bouquet Rate of SD Channel(s):

S.

No. Incentive Parameters

Availed

(Yes/No) If Yes

1 Subscriber Base

Incentive

Subscriber Base on Date of Execution of

the Agreement: ___________. Incentive

to be calculated based on the Subscriber

Base reported in monthly subscriber

report.

2 Bouquet Penetration

Incentive

To ensure the minimum Penetration as

per the Incentive Scheme Pre-requisite.

To be made available on submission of

subscriber report

3 Bouquet Slab (LCN)

Incentive

As detailed in Exhibit D

4 Prompt Payment

Incentive

Upon Payment on Due Date

5

Prompt Subscriber

Report Submission

Incentive

Upon Submission of Report on Due

Date

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II. Parameter availed for Incentive Scheme on HD Channels:

S.

No. Incentive Parameters

Availed

(Yes/No) If Yes

1 HD Subscriber Base

Incentive

Subscriber Base on Date of Execution

of the Agreement: ____________.

Incentive to be calculated based on the

Subscriber Base reported in monthly

subscriber report.

2 HD Channel Count

Incentive

Number and Name of Channels

committed to be carried by DTH

OPERATOR over and above the

number required to be subscribed as per

Pre-requisite of the Incentive Scheme

(4 + ___) = ____ as detailed in Exhibit

E

3

HD Channel(s)

Penetration Incentive

To ensure the minimum Penetration as

per the Incentive Scheme Pre-requisite.


subscriber report

4 Additional HD

Penetration Incentive


subscriber report

5 HD LCN Incentive As detailed in Exhibit F

6 Prompt Payment

Incentive

Upon Payment on Due Date

7

Prompt Subscriber

Report Submission

Incentive

Upon Submission of Report on Due

Date

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Exhibit – A

Details of Bouquets availed for the purpose of Bouquet Count Incentive pertaining to

Incentive Scheme on Bouquet Rate of SD Channels

S.

No. Name of Bouquet

Bouquet Availed

(Yes / No)

1 BOUQUET I

2 BOUQUET II

3 BOUQUET III

4 BOUQUET IV

TOTAL COUNT OF BOUQUET(S)

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Exhibit – B

Details of committed slab for respective Channel forming part of availed Bouquet for

the purpose of Bouquet Slab (LCN) Incentive pertaining to Incentive Scheme on

Bouquet Rate of SD Channels

Name of

Bouquet

SR.

No.

Name of Channel LCN Number /

Sequence

Slab Number

(Slab 1 / Slab 2 /

Slab 3)

Bouquet

I

1 Zee TV

2 &TV

3 Zee Cinema

4 &pictures

5 Zee Bollywood

6 Zee Action

7 Zee ETC

8 Zing

9 Zee Business

10 Zee Salaam

11 Zee Café

12 Zee Studio

13 Living Foodz

14 Zee Marathi

15 Zee Talkies

16 Zee 24 Taas

17 Zee Bangla


19 24 Ghanta

20 Zee Sarthak

21 Zee Kalinga




25 Zee Telugu

26 Zee Kannada

27 WION

28 Zee Yuva

29 Zee Cinemalu

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Name of

Bouquet

SR.

NO. Name of Channel

LCN Number /

Sequence

Slab Number

(Slab 1 / Slab 2 /

Slab 3)

Bouquet

II

1 Zee TV

2 &TV

3 Zee Cinema

4 &pictures

5 Zee Bollywood

6 Zee Action

7 Zee ETC

8 Zing

9 Zee Business

10 Zee Salaam

11 Zee Café

12 Zee Studio

13 Living Foodz

14 Zee Marathi

15 Zee Talkies

16 Zee 24 Taas




20 WION

21 Zee Yuva

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Name of

Bouquet

SR.

NO. Name of Channel

LCN Number /

Sequence

Slab Number

(Slab 1 / Slab 2 /

Slab 3)

Bouquet

III

1 Zee TV

2 &TV

3 Zee Cinema

4 &pictures

5 Zee Bollywood

6 Zee Action

7 Zee ETC

8 Zing

9 Zee Business

10 Zee Salaam

11 Zee Café

12 Zee Studio

13 Living Foodz

14 Zee Bangla


16 24 Ghanta

17 Zee Sarthak

18 Zee Kalinga

19 WION

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Name of

Bouquet

SR.

NO. Name of Channel

LCN

Number /

Sequence

Slab Number

(Slab 1 / Slab 2 / Slab

3)

Bouquet

IV

1 Zee TV

2 &TV

3 Zee Cinema

4 &pictures

5 Zee Bollywood

6 Zee Action

7 Zing

8 Zee Business

9 Zee Salaam

10 Zee Café

11 Zee Studio

12 Living Foodz


14 Zee Telugu

15 Zee Kannada

16 WION

17 Zee Cinemalu

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Exhibit – C

Details of HD Channels availed for the purpose of HD Channel Count Incentive

pertaining to Incentive Scheme HD Channels

S.

No. Name of Channel

Channel Availed

(Yes / No)

1 Zee TV HD

2 Zee Cinema HD

3 &TV HD

4 &Pictures HD

5 Zee Café HD

6 Zee Studio HD

TOTAL COUNT OF HD CHANNEL(S)

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Exhibit – D

Details of committed Slab for HD Channels availed for the purpose of HD LCN

Incentive pertaining to Incentive Scheme on A-la-Carte Rate of HD Channels

S.

No. Name of Channel LCN Number / Sequence

Slab Number

(Slab 1 / Slab 2 / Slab 3)

1 Zee TV HD

2 Zee Cinema HD

3 &TV HD

4 &Pictures HD

5 Zee Café HD

6 Zee Studio HD

******

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ANNEXURE V

INCENTIVE SCHEME ON BOUQUET RATES OF STANDARD DEFINITION (SD)

CHANNELS

1. ZEEL is offering the following incentives on the Bouquet(s) of the Standard Definition (SD) Pay

Channels set out in this ANNEXURE - V subject to DTH OPERATOR (operating through digital

addressable cable television system) fulfilling the eligibility conditions set out in Clause 3 of this

ANNEXURE - V:

2. Definitions:

(a) Mode of Transmission means delivery through Digital Addressable Cable Television

System

(b) “Basic Entry Package” shall mean all such package of television channels offered

by the DTH OPERATOR to its subscribers, comprising of (i) a combination of FTA

Channels and one or more Pay Channels of a single broadcaster or multiple

broadcasters; and/or (ii) a combination of one or more Pay Channels of a single

broadcaster or multiple broadcasters. It is however clarified that, it shall not include

Add-on Packages, but shall include Basic Entry Package Tier 1, Basic Entry

Package Tier 2 and Basic Entry Package Tier 3 respectively or any other Basic

Entry Package Tier, launched by the DTH OPERATOR during the Term. DTH

OPERATOR would be under obligation to inform ZEEL about any new launch of

Package and/or any change /modification in the existing Package immediately upon

but not later than 2 days such launch/modification.

(c) “Basic Entry Package Tier 1” shall mean the Basic Entry Package(s) offered by the DTH

OPERATOR which is/are the lowest priced amongst all the Basic Entry Packages(s)

offered by the DTH OPERATOR to its subscribers.

(d) “Basic Entry Package Tier 2” shall mean the Basic Entry Package(s) offered by the DTH

OPERATOR which is/are the second lowest priced amongst all the Basic Entry Package(s)

offered by the DTH OPERATOR to its subscribers and comprises of all the channels

comprised in the Basic Entry Package – Tier 1 and some additional FTA Channels and Pay

Channels.

(e) “Basic Service Tier” shall mean a package of television channels offered by the DTH

OPERATOR, consisting only of FTA channels.

(f) “FTA Channel(s)” shall mean free-to-air channel(s), in respect of a cable television

network, being a channel for which no subscription fee is to be paid by the cable operator

to the broadcaster for its retransmission on cable.

(g) “Pay Channel(s)” shall mean, in respect of a cable television network, channel(s) for which

subscription fees is to be paid to the broadcaster by the cable operator and due authorization

needs to be taken from the broadcaster for its re-transmission on cable.

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“Primary Market” shall mean the States corresponding to the respective regional channels

set out herein below. For example, the Primary Market for “Zee Rajasthan News” shall be the

state of Rajasthan.

Primary Market

S. No. Regional Channel States

1 Zee Marathi Maharashtra & Goa

2 Zee Yuva Maharashtra & Goa

3 Zee Bangla West Bengal

4 Zee Talkies Maharashtra & Goa

5 Zee Kannada Karnataka

6 Zee Telugu Andhra Pradesh & Telangana

7 Zee Cinemalu Andhra Pradesh & Telangana

8 Zee Bangla Cinema West Bengal

9 Zee Punjab Haryana

Himachal

Punjab, Haryana, Himachal,

Chandigarh, & Delhi

10 24 Ghanta West Bengal

11 Zee 24 Taas Maharashtra & Goa

12 Zee Sarthak Odisha

13 Zee Kalinga Odisha

14 Zee Madhya Pradesh

Chhattisgarh Madhya Pradesh & Chhattisgarh

15 Zee Rajasthan News Rajasthan

(h) “Pay Subscriber Base” shall mean all Active Pay Subscribers of the DTH OPERATOR

(including that of its affiliates/JVs/subsidiaries which are part of the Agreement). However,

the subscriber who have subscribed only for FTA channels and /or have taken ZEE Group

channels purely on Bouquet basis shall be excluded from Pay Subscriber Base.

(i) “Channel Penetration” Penetration for a Pay Channel means the proportion of the Pay

Subscriber Base to whom the said Channel is made available out of the total Pay Subscriber

Base of the DTH OPERATOR, and is denoted in percentage (%) terms below:

Sr. No. Channel Name Minimum Channel Penetration

Requirements

1 Zee TV 100% of Pay Subscriber Base

2 &TV 100% of Pay Subscriber Base in specified

states#

3 Zee Cinema 100% of Pay Subscriber Base in specified

states#

4 &Pictures 100% of Pay Subscriber Base in specified

states#

5 Zee Cafe In parity with channels specified in Table C

6 Zee Studio In parity with channels specified in Table C

7 Zee Business In parity with channels specified in Table C

8 Living Foodz In parity with channels specified in Table C

9 Zee Bollywood In parity with channels specified in Table C

10 WION In parity with channels specified in Table C

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11 Zee Salaam In parity with channels specified in Table C

12 Zing In parity with channels specified in Table C

13 Zee ETC In parity with channels specified in Table C

14 Zee Action In parity with channels specified in Table C

15 Zee Marathi *100% in the Primary Market

16 Zee Yuva *100% in the Primary Market

17 Zee Bangla *100% in the Primary Market

18 Zee Talkies *100% in the Primary Market

19 Zee Kannada *100% in the Primary Market

20 Zee Telugu *100% in the Primary Market

21 Zee Cinemalu *100% in the Primary Market

22 Zee Bangla Cinema *100% in the Primary Market

23 Zee Punjab Haryana

Himachal *100% in the Primary Market

24 24 Ghanta *100% in the Primary Market

25 Zee 24 Taas *100% in the Primary Market

26 Zee Sarthak *100% in the Primary Market

27 Zee Kalinga *100% in the Primary Market

28 Zee Madhya Pradesh

Chattisgarh *100% in the Primary Market

29 Zee Rajasthan News *100% in the Primary Market

# Specified States shall mean all States other than Tamil Nadu, Andhra Pradesh,

Telangana, Karnataka and Kerala.

* If the DTH OPERATOR is not operating in the Primary Market(s) for a particular

regional channel, then the DTH OPERATOR in order to be eligible for the

Incentive Scheme, shall be required to make such regional channel available to

minimum of 10% of its total Active Pay Subscriber Base.

3. Incentive Eligibility Conditions for Incentives Scheme On Bouquet Rates of SD Channels:

Pre-requisite of Incentive Scheme: -

(a) All Channels of subscribed Bouquets made available by the DTH OPERATOR to its

subscribers in the Basic Entry Package Tier 1, shall be carried by the DTH OPERATOR

in all other Basic Entry Package Tiers. Similarly, all Channels made available by the

DTH OPERATOR in the Basic Entry Package Tier 2, shall be made available by the

DTH OPERATOR in all other Basic Entry Package Tiers, except in the Basic Entry

Package Tier 1.

(b) DTH OPERATOR shall ensure that all the Channels agreed to be offered by it to its

Subscribers in other Basic Entry Packages (i.e. Tier 1 and Tier 2) shall always be

carried in such Basic Entry Packages offered by it to its Subscribers during the Term

in the same relative packaging position.

(c) The DTH OPERATOR shall ensure that the Channels of the subscribed Bouquet(s)

achieve the minimum Channel Penetration requirement which is more particularly set

out in Clause 2(j) herein above. In the event the DTH OPERATOR creates any

intermediary packs between the Basic Entry Package(s) offered by it, during the Term,

the DTH OPERATOR shall ensure that the Channels that it has agreed to carry in the

immediately higher Basic Entry Package, are moved to the intermediary package so

created, to maintain the relative positioning and packaging of the Channels as per the

minimum Channel Penetration requirement which is more particularly set out in

Clause 2(j). For example, in the event the DTH OPERATOR launches any

intermediary package between Basic Entry Package Tier 1 and Basic Entry Package

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Tier 2, it shall ensure that all the Channels in Basic Entry Package Tier 2, agreed to be

made available by it are moved to the new intermediary pack launched.

(d) The DTH OPERATOR shall ensure that while placing/packaging channels in basic

entry package(s) and/or add-on packages, Zee Group Channel(s) shall not be

disadvantaged or otherwise treated less favorably by the DTH OPERATOR with

respect to competing channels on a genre basis as illustrated in Table C of Clause 4.3

herein below.

(e) The DTH OPERATOR shall ensure that during the Term, the Channels will be made

available and carried throughout the Territory to all its existing subscribers as on the

date of execution of the Agreement, as well as to its new subscribers as per the terms

set out in Clause (a) to (e) above and also DTH OPERATOR shall carry all the

Channels in its entirety and continuously without any stoppage/break 24X7X365(6)

basis, in the order and at the time transmitted by the respective Broadcasters of the

Channels without any editing, delays (other than technology based delays), alterations,

interruptions, picture squeezing or re-sizing, insertion of graphic or animated overlays,

pull-throughs or crawls, deletions or additions unless otherwise agreed in advance in

writing between DTH OPERATOR and ZEEL.

(f) DTH OPERATOR shall deliver a written undertaking to ZEEL, in the format set

out in ANNEXURE IV, electing to comply with the Incentive Scheme.

4. Incentive Parameters for Incentive on Bouquet Rate of SD Channel:

The following parameters for the Incentive on Bouquet Rate of SD Channel shall be

applicable to the DTH OPERATOR fulfilling all the Pre-requisite(s) of Incentive Scheme

as detailed in Clause 3 herein above.

4.1 Subscriber Base Incentive: Subscriber Base Incentive shall mean the incentive which is based on

the slab of the Subscriber Base of the DTH OPERATOR for Pay Channels of the subscribed

Bouquet distributed on the Platform of the DTH OPERATOR in the Territory, as set out in Table

A below (“Subscriber Base Incentive”).

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TABLE – A

Subscriber Base Incentive

Sl. No. Subscriber Base of DTH

OPERATOR Incentive in

Percentage (%) 1 4 Million and above 10.00% 2 2 Million and above but less than

4 Million 9.00%

3 1 Million and above but less than

2 Million 8.00%

4 Less than 1 Million 7.00%

a.) Subscriber Base of the DTH OPERATOR for the purpose of calculation of Subscriber Base

Incentive shall mean all Active Pay Subscribers reported by the DTH OPERATOR in the

subscriber report submitted by the DTH OPERATOR (including that of its

affiliates/JVs/subsidiaries which are part of the Agreement) for the concerned month as set

out in Clause 16 of the Agreement read along with ANNEXURE – XI. However, for the

purpose of counting Active Pay Subscriber, the subscriber who have subscribed only for

FTA channels and /or have taken ZEE Group channels purely on Bouquet basis shall be

excluded from Active Pay Subscriber.

Illustration:

Calculation of Subscriber Base Incentive for the DTH OPERATOR:

If the DTH OPERATOR has a subscriber base of more than 4 million, it will

fall under the Sub Base Incentive category of 4 million and above. If such an

DTH OPERATOR carries Bouquet I of Zee Group Channels and places

channels in Bouquet Slab 1, then the incentives for the DTH OPERATOR

will work as follows: RIO Rate of Bouquet I (in Rs.) 107.80 Subscriber Base Incentive (as per Clause 4.1) 10%

Bouquet Slab (LCN) Incentive (as per Clause 4.2) 33.00% Bouquet Penetration Incentive (as per Clause 4.3) 30.00%

Prompt Payment Incentive (as per Clause 4.4) 1.8%

Prompt Subscriber Report Incentive (as per Clause 4.5) 0.6%

Cumulative Incentive 75.40% Net Rate for Bouquet 1 after availing Incentives (in

Rs.) 26.52 However, if the DTH OPERATOR has 3 million subs, it will fall under the

Sub Base Incentive category of 2 Million and above but less than 4 Million,

its incentives will change as follows: RIO Rate of Bouquet 1 (in Rs.) 107.80 Subscriber Base Incentive (as per Clause 4.1) 9% Bouquet Slab (LCN) Incentive (as per Clause 4.3) 33.00% Bouquet Penetration Incentive (as per Clause 4.2) 30.00%



Cumulative Incentive 74.40% Net Rate for Bouquet 1 after availing Incentives (in

Rs.) 27.60

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4.5 Bouquet Penetration Incentive: Bouquet Penetration Incentive shall mean the incentive based

on penetration for all Zee Group Channels forming part of the Bouquet(s) subscribed by the

DTH OPERATOR for its Platform. DTH OPERATOR shall be eligible to avail the Bouquet

Penetration Incentive only in event that all Zee Group Channels forming part of the subscribed

Bouquet meets the minimum Channel Penetration requirement as stipulated in Clause 2(j)

herein above.

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TABLE – B

Bouquet Penetration Incentive

Bouquet

Penetration

Slab

Bouquet Penetration

Achieved

Percentage Incentive

Bouquet

I Bouquet II

Bouquet

III

Bouquet

IV

Slab 1

As detailed in Clause

2(j) for various

channel(s)

30.00% 30.00% 30.00% 24.00%

Slab 2 All Channel(s) at more

than 95%

31.50% 32.50% 32.50% 27.00%

(a) DTH OPERATOR shall be eligible for Bouquet Penetration Incentive as per Slab 1 in event it

achieves the Penetration requirement for each channel forming part of the Bouquet as per

Clause 2(j) above.

(b) DTH OPERATOR shall have to achieve more than 95% Penetration for each channel forming

part of the Bouquet availed to be eligible for Bouquet Penetration incentive under Slab 2.

(c) If during a month, penetration of a particular channel forming part of a Bouquet falls below the

minimum required Channel Penetration as stated in Clause 2(j) above, then the Bouquet

Penetration Incentive for such Bouquet will be withdrawn for the said month.

Illustration

Calculation of Penetration Incentive for the DTH OPERATOR:

If a DTH OPERATOR subscribes to Bouquet I and achieves the minimum

required Channel Penetration, it will be eligible for the Bouquet Penetration

Incentive of Slab 1. If such an DTH OPERATOR has a sub base of more

than 4 million, then the incentives will work as follows:

RIO Rate of Bouquet 1 (in Rs.) 107.80 Subscriber Base Incentive (as per Clause 4.1) 10%




Cumulative Incentive 76.90% Net Rate of Bouquet 1 after availing Incentives (in Rs.) 24.90 However, if the DTH OPERATOR places all the channels in its lowest price

pack and achieves more than 95% penetration for each Channel of Bouquet

I, it will be eligible for Penetration Incentive of Slab 2 for that Bouquet RIO Rate of Bouquet I (in Rs.) 107.80 Subscriber Base Incentive (as per Clause 4.1) 10% Bouquet Slab (LCN) Incentive (as per Clause 4.3) 33.00% Bouquet Penetration Incentive (as per Clause 4.2) 30.00%



Cumulative Incentive 75.40%

Net Rate of Bouquet 1 after availing Incentives (in Rs.) 26.50

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4.3 Bouquet Slab (LCN) Incentive: Bouquet Slab (LCN) Incentive shall mean the incentive based on

the logical channel number (“LCN”) slabs for the channels forming part of the Bouquet within specified

genre (as listed in Table C below), in which any of the Zee Group Channels are placed by the DTH

OPERATOR on the Platform, within the specified genre and language of all standard definition

channels as contained in electronic program guide system as set out in Table D of this Schedule

(“Bouquet Slab (LCN) Incentive”)

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TABLE – C

Genre and Logical Channel Number (LCN) Slabs

Sr.

No. Channel Name Genre Competing Channels of Other Broadcasters Slab 1 Slab 2 Slab 3

1 Zee TV

General

Entertainment

(Hindi)

Star Plus, Colors, Sony, SAB TV, Life OK, Sony Pal

and similar channels 1 to 2 3 to 4 NA

2 &TV

General

Entertainment

(Hindi)

Star Plus, Colors, Sony, SAB TV, Life OK, Sony Pal


3 Zee Cinema Movies (Hindi) Star Gold, MAX, MAX 2, Movies OK, UTV Action,

UTV Movies, Filmy and similar channels 1 to 2 3 to 4 NA

4 &Pictures Movies (Hindi) Star Gold, MAX, MAX 2, Movies OK, UTV Action,

UTV Movies, Filmy and similar channels 1 to 4 5 to 6 NA

5 Zee Bollywood Movies (Hindi) Star Gold, MAX, MAX 2, Movies OK, UTV Action,

UTV Movies, Filmy and similar channels 1 to 6 7 to 8 9 to 10

6 Zee Action Movies (Hindi) Star Gold, MAX, MAX 2, Movies OK, UTV Action,

UTV Movies, Filmy and similar channels 1 to 8 9 to 10 11 to 12

7 Zee ETC Music (Hindi)

Sony Mix, 9XM, 9X Jalwa, Masti, Mtunes, B4U

Music, Music India, Zoom, Bindaas Play and similar

channels

1 to 4 5 to 6 7 to 8

8 Zing Music (Hindi)

Sony Mix, 9XM, 9X Jalwa, Masti, Mtunes, B4U

Music, Music India, Zoom, Bindaas Play and similar

channels

1 to 4 5 to 6 7 to 8

9 Zee Business

News and Current

Affairs (Business

News Hindi)

CNBC Awaaz and other similar channels 1 to 2 3 to 4 5 to 6

10 Zee Café

General

Entertainment

(English)

Star World, Star World Premier, Comedy Central,

AXN, Colors Infinity and similar channels 1 to 2 3 to 4 5 to 6

11 Zee Studio Movies (English)

Star Movies, Star Movies Action, PIX, Movies Now,

HBO, WB, MGM, Romedy Now, UTV World

Movies and similar channels

1 to 2 3 to 4 5 to 6

12 Living Foodz Infotainment

Discovery, History, Animal Planet, Discovery

Science, Discovery Turbo, Food Food, NG Wild and

similar channels

1 to 7 8 to 10 11 to 12

13 Zee Marathi

General

Entertainment

(Marathi)

Star Pravah, Colors Marathi, Saam TV, Maiboli and

similar channels 1 to 2 3 to 4 NA

14 Zee Talkies Movies (Marathi) Fakt Marathi, Chitrapat Marathi and similar channels 1 to 2 3 to 4 5 to 6

15 Zee 24 Taas News and Current

Affairs (Marathi)

ABP Majha, Mi Marathi, IBN Lokmat, TV9 Marathi

and similar channels 1 to 2 3 to 4 5 to 6

16 Zee Bangla

General

Entertainment

(Bangla)

Star Jalsha, Colors Bangla, Aath and similar

channels 1 to 2 3 to 4 NA

17 Zee Bangla

Cinema Movies (Bangla) Jalsha Movies, Sony Aath, and similar channels 1 to 2 3 to 4 5 to 6

18 24 Ghanta News and Current

Affairs (Bangla)

ABP Ananda, ETV News Bangla, Kolkata TV, News

Time Bangal and similar channels 1 to 2 3 to 4 5 to 6

19 Zee Sarthak

General

Entertainment

(Odia)

Tarang, Colors Odia and similar channels 1 to 2 3 to 4 5 to 6

20 Zee Kalinga Infotainment Odisha TV, ETV News Odia, Kalinga TV, Kanak

TV, Prameya News 7 and similar channels 1 to 6 7 to 8 9 to 10

21

Zee Punjab

Haryana

Himachal

News and Current

Affairs (Punjabi) PTC News and other similar channels 1 to 6 7 to 8 9 to 10

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22

Zee Madhya

Pradesh

Chhattisgarh

News and Current

Affairs (MPCG)

IBC 24, ETV Madhya Pradesh Chhattisgarh and

similar channels 1 to 6 7 to 8 9 to 10

23 Zee Rajasthan

News

News and Current

Affairs

(Rajasthani)

ETV Rajasthan, Samay Rajasthan and similar

channels 1 to 6 7 to 8 9 to 10

24 Zee Kannada

General

Entertainment

(Kannada)

Suvarna, Suvarna Plus, Colors Kannada, Udaya

TV,Udaya Comedy and similar channels 1 to 2 3 to 4 NA

25 Zee Telugu

General

Entertainment

(Telugu)

Gemini TV, ETV Telugu, ETV Plus, Maa Gold, Maa

TV and similar channels 1 to 2 3 to 4 NA

26 Zee Salaam News & Current

Affairs (Urdu) Aalami Sahara, ETV Urdu and similar channels 1 to 2 3 to 4 5 to 6

27 WION News and Current

Affairs (English)

Times Now, NDTV 24x7, India Today, CNN

News18, CNN, BBC World News, Al Jazeera and

similar channels

1 to 4 5 to 6 7 to 8

28 Zee Yuva

General

Entertainment

(Marathi)

Star Pravah, Colors Marathi, Saam TV, Maiboli and

similar channels 1 to 4 5 to 6 NA

29 Zee Cinemalu Movies (Telugu) Gemini Movies, Maa Movies and similar channels 1 to 3 4 to 5 6 to 8

NA – Not Applicable

For Channels where Slab 3 is not applicable, Slab 2 to be considered.

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Table – D

Bouquet Slab (LCN) Incentive

Sl. No. LCN Placement

Percentage Incentive

Bouquet I Bouquet II Bouquet

III

Bouquet

IV

1 Bouquet Slab 1 33.00% 22.00% 21.20% 18.00%

2 Bouquet Slab 2 29.00% 16.00% 15.50% 11.00%

3 Bouquet Slab 3 25.00% 10.00% 9.50% 4.00%

(a) DTH OPERATOR shall be considered eligible to avail the Bouquet Slab (LCN) Incentive in

event it places all the Zee Group Channels forming part of the Bouquet in the stipulated Slabs

as stated in Table – C herein above.

(b) However, the DTH OPERATOR shall be entitled for flexibility of placing upto two channel(s)

out of the total number of channel(s) of the particular Bouquet into any of the stipulated Slab(s).

e.g. if the DTH OPERATOR has subscribed Bouquet I for which it commits Bouquet Slab 1,

then the DTH OPERATOR has to place minimum twenty nine channels out of the thirty one

channels of Bouquet I at their respective Slab 1, and two channel(s) can be placed at some other

Slab(s).

(c) Further in case the DTH OPERATOR places more than two channels in some other Slab(s)

other than the specified Bouquet Slab, then the DTH OPERATOR will be entitled to receive

the Bouquet Slab Incentive as per the lowest Slab of the Channel(s) comprising of that Bouquet.

(d) In the event that the DTH OPERATOR, for any reason whatsoever, fails to place more than

two Channel(s) as per the defined Slabs in Table C read along with Table D above, during any

day of the month and is not able to restore the channel(s) in the defined Slabs within 3 days

from the date of receipt of intimation from the ZEEL (“Cure Period”), then the Bouquet Slab

(LCN) Incentive for such Bouquets will be withdrawn for that particular month.

Illustration:

Calculation of Bouquet Slab (LCN) Incentive for the DTH OPERATOR:

If an DTH OPERATOR subscribes Bouquet I and commits bouquet Slab 1,

the Bouquet Slab (LCN) Incentive of 'Bouquet Slab 1' will be applicable for

said Bouquet. If such an DTH OPERATOR has a sub base of more than 4

million, then the incentives will work out as follows:





Cumulative Incentive 75.40% Net Rate of Bouquet 1 after availing Incentives (in Rs.) 26.52

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However, if the DTH OPERATOR commits Bouquet Slab 2 for Bouquet I,

it will fall under the Bouquet Slab (LCN) Incentive category of 'Bouquet

Slab 2' RIO Rate of Bouquet I (in Rs.) 107.80 Subscriber Base Incentive (as per Clause 4.1) 10% Bouquet Slab (LCN) Incentive (as per Clause 4.3) 29.00% Bouquet Penetration Incentive (as per Clause 4.2) 30.0%





4.4 Prompt Payment Incentive: Prompt Payment Incentive shall mean an incentive available to

DTH OPERATOR on the basis of prompt payment of Monthly License Fee by the DTH

OPERATOR on or before the Due Date (i.e. paid on or before 30th Day of the immediately

succeeding month).

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Table – E

Prompt Payment Incentive

Payment of Monthly License Fee by DTH

OPERATOR Prompt Payment Incentive

Paid on or before Due Date 1.8%

Illustration

Calculation of Prompt Payment Incentive for the DTH OPERATOR:

If the DTH OPERATOR makes the payment of Monthly Licence Fee on or

before the Due Date, then the incentive for Bouquet 1 will be calculated as

follows






However, if the DTH OPERATOR defaults on the payment of Monthly

Licence Fee, then in the incentive for Bouquet 1 will be calculated as

follows RIO Rate of Bouquet 1 (in Rs.) 107.80 Subscriber Base Incentive (as per Clause 4.1) 10% Bouquet Slab (LCN) Incentive (as per Clause 4.3) 33.00% Bouquet Penetration Incentive (as per Clause 4.2) 30.0%

Prompt Payment Incentive (as per Clause 4.4) 0%


Cumulative Incentive 73.60


4.5 Prompt Subscriber Report Submission Incentive: Prompt Subscriber Report Submission

Incentive shall mean an incentive available to DTH OPERATOR for prompt submission of monthly

subscriber reports. DTH OPERATOR shall be entitled to avail the Prompt Subscriber Report

Submission Incentive in event it submits the monthly subscriber report in the prescribed format as set

out in ANNEXURE - XI within 7 days of the immediately succeeding month. For e.g. DTH

OPERATOR shall be entitled to avail to Prompt Subscriber Report Submission Incentive for the month

of October 2018 if it submits the monthly subscriber report on or before 7th November 2018.

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Table – F

Prompt Subscriber Report Submission Incentive

Subscriber Report Submitted by DTH

OPERATOR

Prompt Subscriber Report Submission

Incentive

On or Before the 7th day of the immediately

succeeding month 0.6%

Illustration

Calculation of Prompt Subscription Report Submission Incentive for the DTH OPERATOR:

If the DTH OPERATOR submits the monthly subscriber report in the

prescribed format on or before the 7th day of the immediately following

month, then the incentive for Bouquet 1 will be calculated as follows






However, if the DTH OPERATOR fails to submit the monthly subscriber

report in the prescribed format on or before the 7th day of the immediately

following month, then the incentive for Bouquet 1 will be calculated as

follows RIO Rate of Bouquet 1 (in Rs.) 107.80 Subscriber Base Incentive (as per Clause 4.1) 10% Bouquet Slab (LCN) Incentive (as per Clause 4.2) 33.00% Bouquet Penetration Incentive (as per Clause 4.3) 30.0%


Prompt Subscriber Report Incentive (as per Clause 4.5) 0%



5. Reports

5.1 In order to be eligible for the Incentives, the DTH OPERATOR shall provide ZEEL along with

the Subscriber Report referred to in this Agreement (i) Subscriber Base Report as set out in

ANNEXURE – XI of this Agreement (“Subscriber Base Report”), (ii) LCN Report in the form set

out in ANNEXURE XI to this Agreement (“LCN Report”), (iii) Channel Count Report in the form

set out in ANNEXURE – XI (“Channel Count Report”), (iv) Penetration Report in the form set

out in ANNEXURE – XI to this Agreement (“Penetration Report”).

6. Subscriber Records, Access and Audit: ZEEL shall during the Audit referred to in Clause 14 of

this Agreement, be entitled to access the Records, SMS, CAS and related systems of the DTH

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OPERATOR in order to determine the correctness of the Subscriber Base, LCN, Channel Count

and Penetration Report referred to in clause 5.1 of this ANNEXURE V above.

7. License Fee: The License Fee shall be calculated in the manner set out in ANNEXURE – VII of

this Agreement. The aggregate incentives applicable to an DTH OPERATOR shall be the sum of

all the Incentives set out in Table A, B, D, E and F for which the DTH OPERATOR has qualified

(“Aggregate Incentive”) and the Bouquet rate specified in ANNEXURE - III shall be reduced to

the extent of the Aggregate Incentive.

8. ZEEL is offering the following two (2) Incentive Schemes:

(i) Incentive on Bouquet Rate of Standard Definition (SD) Channel as detailed in ANNEXURE –

V;

(ii) Incentive Scheme on High Definition (HD) Channels as detailed in ANNEXURE - VI

All the above mentioned schemes are governed by the conditions detailed in the respective

Annexures as mentioned above and are self-contained and mutually exclusive. It is clarified that

save as provided in the respective Incentive Schemes, the provisions of one Incentive Scheme

cannot be combined with another Incentive Scheme.

9. ZEEL reserves the right to amend, modify, alter, change, substitute, withdraw, add any of the terms

and conditions of any the Incentive Schemes at its sole discretion. In addition, ZEEL at sole

discretion in the event, during the Term, (i) ZEEL launches a New Channel, or (ii) in case

of a Removed Channel, or (iii) in case of a Converted Channel. For the avoidance of doubt,

it is clarified that a reference to a New Channel in this Annexure and/ or the Agreement

includes any additional channels (whether by way of a new launch, acquisition of any

existing channel or otherwise), distributed by ZEEL and/ or its current or future

subsidiaries, and in such an event ZEEL shall have the right to withdraw and/ or modify

this Annexure and/ or the Incentives set out herein in its sole discretion.

******

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ANNEXURE VI

INCENTIVE SCHEME ON HIGH DEFINITION (HD) PAY CHANNELS

1. ZEEL is offering the following Incentive Scheme on High Definition (HD) Pay Channels set

out in this ANNEXURE - VI subject to DTH OPERATOR (operating through digital

addressable cable television system) fulfilling the eligibility conditions set out in Clause 3 of

this ANNEXURE - VI:

2. Definitions:

(a) Mode of Transmission means delivery through Digital Addressable Cable Television

System

(b) “HD Package” – shall mean all such package of HD television channels offered by the

DTH OPERATOR (for DTH OPERATOR including current and historical) to its

subscribers, comprising of (i) a combination of HD FTA Channels and one or more HD

Pay Channels of a single broadcaster or multiple broadcasters; and/or (ii) a combination of

one or more HD Pay Channels of a single broadcaster or multiple broadcasters. It is

however clarified that, it shall not include HD Add-on Packages, but shall include HD

Package Tier 1, HD Package Tier 2 and HD Package Tier 3 respectively or any other HD

Package Tier, launched by the DTH OPERATOR during the Term. DTH OPERATOR

would be under obligation to inform ZEEL about any new launch of HD Package and/or

any change /modification in the existing HD Package immediately upon but not later than

2 days such launch/modification.

(c) “HD Package Tier 1” – shall mean the HD Package(s) offered by the DTH

OPERATOR which is/are the lowest priced amongst all the HD Packages(s) offered by the

DTH OPERATOR to its subscribers.

(d) “HD Package Tier 2” shall mean the HD Package(s) offered by the DTH OPERATOR

which is/are the second lowest priced amongst all the HD Package(s) offered by the DTH

OPERATOR to its subscribers and comprises of all the channels comprised in the HD

Package – Tier 1 and some additional HD FTA Channels and HD Pay Channels.

(e) “HD Add-on Package” – means a specific package of additional HD television

channels which is offered as an addition to the existing HD Package(s)

(f) “HD FTA Channel(s)” shall mean HD free-to-air channel(s), in respect of a cable

television network, being a HD channel for which no subscription fee is to be paid by the

cable operator to the broadcaster for its retransmission on cable.

(g) “HD Pay Channel(s)” shall mean, in respect of a cable television network, HD channel(s)

for which subscription fees is to be paid to the broadcaster by the cable operator and due

authorization needs to be taken from the broadcaster for its re-transmission on cable.

(h) Channel Category: Zee Group HD Channels are categorized as per the grid below

Category I HD Channels Category II HD Channels

Zee TV HD Zee Café HD

&TV HD Zee Studio HD

Zee Cinema HD

&Pictures HD

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(i) “HD Pay Subscriber Base” shall mean all Active HD Pay Subscribers of the DTH

OPERATOR (including that of its affiliates/JVs/subsidiaries which are part of the

Agreement). However, the subscriber who have subscribed for ZEE Group HD Channels

purely on A-la-Carte basis shall be excluded from HD Pay Subscriber Base.

(j) Channel Penetration: Penetration for a HD Pay Channel means the proportion of the HD

Pay Subscriber Base to whom the said HD Channel is made available out of the total HD

Pay Subscriber Base of the DTH OPERATOR, and is denoted in percentage (%) terms

below:

3. Eligibility Conditions for Incentives Scheme on HD Channels:

Pre-requisite of Incentive Scheme: -

(a) It will be mandatory for the DTH OPERATOR to opt for either “Incentive Scheme on A-la-

Carte Rate of SD Channels” or “Incentive Scheme on Bouquet Rate of SD Channels” to be

eligible for availing “Incentive Scheme on HD Channels”. For avoidance of doubt it is

hereby clarified that in case the DTH OPERATOR does not subscribe to either of the above

mentioned two (2) incentive scheme(s) then it shall not be eligible for Incentive Scheme on

HD Channels.

(b) In order to be eligible for this Incentive Scheme it shall be mandatory for the DTH

OPERATOR to carry on its Platform the 4 HD channel(s) listed in the table below to its

subscribers throughout the Territory during the Term and ensure that all the 4 HD channel(s)

are placed in the HD Package(s) and/or High Definition Add-on Package(s) so as to achieve

the minimum penetration specified against each channel:

Sr. No. Name of the Channel Minimum Channel Penetration

1 Zee TV HD 100% of Pay Subscriber Base

2 &TV HD 100% of Pay Subscriber Base

3 Zee Cinema HD 100% of Pay Subscriber Base

4 &Pictures HD 100% of Pay Subscriber Base

For the avoidance of doubt it is clarified that non-fulfilment of this threshold condition

the DTH OPERATOR will not be entitled to avail any incentive whatsoever.

(c) All HD Channels made available by the DTH OPERATOR to its subscribers in the HD

Package Tier 1, shall be carried by the DTH OPERATOR in all other HD Package Tiers.

Similarly, all Channels made available by the DTH OPERATOR in the HD Package Tier 2,

shall be made available by the DTH OPERATOR in all other HD Package Tiers, except in

the HD Package Tier 1.

(d) DTH OPERATOR shall ensure that all the Channels agreed to be offered by it to its

Subscribers in other HD Packages (i.e. Tier 1 and Tier 2) shall always be carried in such HD

Packages offered by it to its Subscribers during the Term in the same relative packaging

position.

(e) The DTH OPERATOR shall ensure that while placing/packaging channels in the HD Entry

Packages / HD Ad-ons, the Zee Group HD channel(s) shall not be disadvantaged or

otherwise treated less favorably by the DTH OPERATOR with respect to competing

channels on a genre basis as illustrated in Table E of Clause 4.5 herein below.

(f) The DTH OPERATOR shall ensure that the HD Channels achieve the penetration as more

particularly set out in Table in sub-clause (b) herein above. In the event the DTH

OPERATOR creates any intermediary packs between the HD Package(s) offered by it,

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during the Term, the DTH OPERATOR shall ensure that the HD Channels that it has agreed

to carry in the immediately higher HD Package, are moved to the intermediary package so

created, to maintain the relative positioning and packaging of the HD Channels as detailed

in Table in sub-clause (b) herein above. For example, in the event the DTH OPERATOR

launches any intermediary package between HD Package Tier 1 and HD Package Tier 2, it

shall ensure that all the Channels in HD Package Tier 2, agreed to be made available by it

are moved to the new intermediary pack launched.

(g) The DTH OPERATOR shall ensure that during the Term, the Channels will be made

available and carried throughout the Territory to all its existing subscribers as on the date of

execution of the Agreement, as well as to its new subscribers as per the terms set out in

Clause (a) to (f) above and also DTH OPERATOR shall carry all the Channels in its entirety

and continuously without any stoppage/break 24X7X365(6) basis, in the order and at the

time transmitted by the respective Broadcasters of the Channels without any editing, delays

(other than technology based delays), alterations, interruptions, picture squeezing or re-

sizing, insertion of graphic or animated overlays, pull-throughs or crawls, deletions or

additions unless otherwise agreed in advance in writing between DTH OPERATOR and

ZEEL.

(h) DTH OPERATOR shall deliver a written undertaking to ZEEL, in the format set out in

ANNEXURE IV, electing to comply with the Incentive Scheme.

4. Incentive Parameters for Incentive Scheme on High Definition (HD) Channels:

The following parameters for the Incentive scheme on HD Channel shall be applicable to

the DTH OPERATOR fulfilling all the Pre-requisite(s) of Incentive Scheme as detailed in

Clause 3 herein above.

4.1 HD Subscriber Base Incentive: HD Subscriber Base Incentive shall mean the incentive which is

based on the slab of the HD Subscriber Base of the DTH OPERATOR for HD Pay Channels

distributed on the Platform of the DTH OPERATOR in the Territory, as set out in Table A below

(“HD Subscriber Base Incentive”).

TABLE – A

HD Subscriber Base Incentive

Sl. No. HD Subscriber Base of DTH

OPERATOR Incentive in

Percentage (%) 1 2 Million and above 9.0% 2 1 Million and above but less than

2 Million 7.5%

3 0.5 Million and above but less

than 1 Million 6.0%

4 Less than 0.5 Million 4.5%

a.) HD Subscriber Base of the DTH OPERATOR for the purpose of calculation of HD

Subscriber Base Incentive shall mean all HD Active Pay Subscribers reported by the DTH

OPERATOR in the subscriber report submitted by the DTH OPERATOR (including that

of its affiliates/JVs/subsidiaries which are part of the Agreement) for the concerned month

as set out in Clause 16 of the Agreement read along with ANNEXURE – XI.

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Illustration:

Calculation of HD Subscriber Base Incentive for the DTH OPERATOR:

If the DTH OPERATOR has a HD subscriber base of more than 2 million, it

will fall under the HD Subscriber Base Incentive category of 2 million and

above. If such an DTH OPERATOR opts for 6 Zee Group HD Channels and

places Zee TV HD in LCN Slab 1, then the incentives for the DTH

OPERATOR will work as follows: RIO Rate of Zee TV HD (in Rs.) 30.00 HD Subscriber Base Incentive (as per Clause 4.1) 9%

HD Channel Count Incentive (as per Clause 4.2) 20% HD LCN Incentive (as per Clause 4.5) 30% HD Channel(s) Penetration Incentive (as per Clause 4.3) 19%



Cumulative Incentive 80.4% Net Rate of Zee TV HD after availing Incentives (in Rs.) 5.88

However, if the DTH OPERATOR has 1.5 million subs, it will fall under

the Sub Base Incentive category of 1 Million and above but less than 2

Million, its incentives will change as follows: RIO Rate of Zee TV HD (in Rs.) 30.00 HD Subscriber Base Incentive (as per Clause 4.1) 7.5% HD Channel Count Incentive (as per Clause 4.2) 20% HD LCN Incentive (as per Clause 4.5) 30% HD Channel(s) Penetration Incentive (as per Clause 4.3) 19%




Net Rate of Zee TV HD after availing Incentives (in Rs.) 6.33

4.2 HD Channel Count Incentive: HD Channel Count Incentive shall mean the incentive based on the

number of Zee Group HD Channels falling under different Tiers of HD Channels subscribed for by the

DTH OPERATOR with a respective minimum Channel Penetration commitment (as stipulated in

Clause 2(j) herein above) of the total HD Active Pay Subscriber Base of the DTH OPERATOR as set

out in Table B below (“HD Channel Count Incentive”)

TABLE – B

HD Channel Count Incentive

Number of HD

channels Percentage Incentive for Category

I HD Channels Percentage Incentive for Category

II HD Channels

6 20% 18%

5 17% 13% 4 14% NA


a.) Only those HD channels having minimum required Channel Penetration (as per the grid

stipulated in Clause 2(j) herein above) shall be considered in the total count of HD Channels

for availing HD Channel Count Incentive. For Example, if an DTH OPERATOR opts to carry

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6 HD Channels but gives a minimum required HD Channel Penetration or higher only for 4 HD

channels out of the total 6 HD Channels, then HD Channel Count Incentive slab of 4 shall be

applicable.

b.) In the event the DTH OPERATOR, for any reason whatsoever, fails to maintain the HD

Channel Count opted, during any of the month of the Term, then HD Channel Count Incentive

shall be applicable as per the revised HD Channel Count Incentive Slab applicable in

accordance with the above mentioned grid in Table - B for that concerned month.

c.) In the event the DTH OPERATOR fails to carry any of the HD channels as stipulated in Clause

3(b) herein above, then the entire Incentive Scheme HD Pay Channel shall stand withdrawn

and the DTH OPERATOR shall be liable to pay the A-la-Carte rate for the availed HD

channel(s).

Illustration

Calculation of Channel Count Incentive for the DTH OPERATOR:

If an DTH OPERATOR opts for 6 Zee Group HD Channels, it will fall

under the Channel Count Incentive category of 6. If such an DTH

OPERATOR has a subscriber base of more than 2 million and places Zee

TV HD in LCN Slab 1, then the incentives will work out as follows:

RIO Rate of Zee TV HD (in Rs) 30.00 HD Subscriber Base Incentive (as per Clause 4.1) 9% HD Channel Count Incentive (as per Clause 4.2) 20% HD LCN Incentive (as per Clause 4.5) 30% HD Channel(s) Penetration Incentive (as per Clause 4.3) 19%



Cumulative Incentive 80.4% Net Rate of Zee TV HD after availing Incentives (in Rs.) 5.88

However, if the DTH OPERATOR takes only 5 Channels, it will fall under

the category of 5 Channel in the Channel Count Incentive

RIO Rate of Zee TV HD (in Rs) 30.00 HD Subscriber Base Incentive (as per Clause 4.1) 9% HD Channel Count Incentive (as per Clause 4.2) 17% HD LCN Incentive (as per Clause 4.5) 30% HD Channel(s) Penetration Incentive (as per Clause 4.3) 19%




Net Rate of Zee TV HD after availing Incentives (in Rs.) 6.78

4.3 HD Channel(s) Penetration Incentive: HD Channel(s) Penetration Incentive shall mean the

incentive based on minimum penetration of various Categories of Zee Group HD Channels (Category

I HD Channels, II HD Channels as set out in Clause 2(h) herein above) by the DTH OPERATOR on

its Platform. The incentives are set out in the Table D below.

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TABLE – C

HD Channel(s) Penetration Incentive

Sl.

No. Minimum Penetration Commitment

by DTH OPERATOR**

Incentive for

Category I HD

Channels

Incentive for Category

II HD Channels

1 100.0% 19% NA 2 15.0% NA 24%


a.) If during the month penetration of a particular HD channel (which is not a part of the 4

mandatory HD Channels as stated in Clause 3(b) above) falls below the minimum required HD

Channel Penetration, then the HD Channel(s) Penetration Incentive for such channel will be

withdrawn for the said month.

b.) For avoidance of doubt it is clarified that in the event the DTH OPERATOR offers any of HD

channel(s) (which is a part of the 4 mandatory HD Channels as stated in Clause 3(b) above) to

its Subscribers with a penetration level dropping below minimum required HD Channel

Penetration, then in such an eventuality the DTH OPERATOR shall not be entitled to avail any

of the incentive(s) under Incentive Scheme on HD Channels and shall be liable to pay for the

channels availed by it on A-la-Carte rates.

Illustration

Calculation of Penetration Incentive for the DTH OPERATOR:

If an DTH OPERATOR commits a penetration of 15% for a Channel, say

Zee Café HD, it will be eligible for the Penetration Incentive of 24%. If such

an DTH OPERATOR has a sub base of more than 2 million and opts for 6

Zee Group HD Channels, then the incentives will work as follows:

RIO Rate of Zee Café HD (in Rs.) 30.00 HD Subscriber Base Incentive (as per Clause 4.1) 9%




Cumulative Incentive 83.4% Net Rate of Zee Café HD after availing Incentives (in Rs.) 4.98

However, if the DTH OPERATOR fails to achieve 15% penetration for Zee

Café HD, it will be ineligible for Penetration Incentive

RIO Rate of Zee Café HD (in Rs.) 30.00 HD Subscriber Base Incentive (as per Clause 4.1) 9% HD Channel Count Incentive (as per Clause 4.2) 18% HD LCN Incentive (as per Clause 4.5) 30% HD Channel(s) Penetration Incentive (as per Clause 4.3) 0%




Net Rate of Zee Café HD after availing Incentives (in Rs.) 12.18

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4.4 Additional HD Penetration Incentive: Additional HD Penetration Incentive shall mean the

incentive over and above the Penetration Incentive mentioned in Clause 4.3 herein above for achieving

a higher penetration than the minimum required HD Channel Penetration. The Additional HD

Penetration Incentive is applicable only for the incremental HD Pay Subscriber Base over and above

the minimum required HD Channel Penetration.

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TABLE – D

Additional HD Penetration Incentive

Penetration achieved by DTH OPERATOR Incentive for Category II HD Channel

More than minimum required Channel Penetration 95%

a) The above mentioned Additional HD Penetration Incentive shall be applicable only for the

incremental HD Pay Subscriber Base over and above the minimum required HD Channel

Penetration.

b) The Additional HD Penetration Incentive will be applicable on the net rate of the HD channel

arrived at after availing all the applicable incentives. For example, if the Rate of a Category II

HD Channel is Rs 10/-, the applicable Incentives as set out under the ‘Incentive Scheme on HD

Channel’ is 60% and the Additional HD Penetration Incentive set out above is 95%, then the

Rate for the purpose of calculation of License Fee shall be as determined below:

i. The Net Rate after applying all applicable Incentive will be Rs. 4/- (i.e. Rs. 10/- minus

Rs. 6/-) for 15% of the HD Pay Subscriber Base; and

ii. The Additional Incentivized Rate will be Rs. 0.2/- (after applying 95% incentive on

Rs. 4/-) for the additional/incremental HD Pay Subscriber Base over 15%.

4.5 HD LCN Incentive: HD LCN Incentive shall mean the incentive based on the logical channel

number (“LCN”) slabs within specified genre (as listed in Table E below), in which any of the Zee

Group Channels are placed by the DTH OPERATOR on the Platform, within the specified genre and

language of all high definition channels as contained in electronic program guide system as set out in

Table F of this Schedule (“LCN Incentive”)

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TABLE – E

Genre and Logical Channel Number (LCN) for Zee Group HD Channels

Sr.

No. Channel Name Genre Competing Channels of Other Broadcasters Slab 1 Slab 2 Slab 3

1 Zee TV HD

General

Entertainment

(Hindi)

Star Plus HD, Colors HD, Sony HD, Life OK HD,


2 &TV HD

General

Entertainment

(Hindi)

Star Plus HD, Colors HD, Sony HD, Life OK HD


3 Zee Cinema HD Movies (Hindi) Star Gold HD, MAX HD and similar channels 1 to 2 3 to 4 NA

4 &Pictures HD Movies (Hindi) Star Gold HD, MAX HD and similar channels 1 to 3 4 to 5 NA

5 Zee Café HD

General

Entertainment

(English)

Star World HD, Star World Premier HD, Comedy

Central HD, AXN HD, Colors Infinity HD and

similar channels

1 to 2 3 to 4 5 to 6

6 Zee Studio HD Movies (English) Star Movies HD, PIX HD, Movies Now HD, MN+

HD, Romedy Now HD and similar channels 1 to 2 3 to 4 5 to 6


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Table – F

HD LCN Incentive

Sl. No. LCN Placement Incentives for HD

Channels 1 HD Slab 1 30% 2 HD Slab 2 28% 3 HD Slab 3 24%

In the event that the DTH OPERATOR, for any reason whatsoever, fails to place any of

the HD Channel(s) as per the defined HD Slabs in Table F above, during any day of the

month and DTH OPERATOR is not able to restore the channels in the defined HD Slabs

within 3 days from the date of receipt of intimation from the ZEEL (“Cure Period”),

then the HD LCN Incentive for such HD channels will be withdrawn for that particular

month.

a.) However, in event DTH OPERATOR who had placed a certain HD Channel in committed HD

Slab, for any reason whatsoever, fails to place the said HD Channel in the committed HD Slab

but places the HD Channel in lower HD Slab, even for one day in any month during the Term,

then for that entire concerned month the DTH OPERATOR shall be eligible for Incentive for

that said HD Channel as per lower HD Slab. For e.g. if a DTH OPERATOR has committed to

place Zee Café HD in HD Slab – 1 but places the said channel in HD Slab – 2 for one day, the

incentive for that said month for the DTH OPERATOR shall be 28% instead of 30% for Zee

Café HD.

Illustration:

Calculation of LCN Incentive for the DTH OPERATOR:

If an DTH OPERATOR places a Channel, say Zee Studio HD, in the first

two LCN sequential position in the Movies (English) genre, the LCN

Incentive of 'Slab 1' will be applicable for said channel. If such an DTH

OPERATOR has a sub base of more than 2 million and opts for 6 Zee

Group HD Channels, then the incentives will work out as follows: RIO Rate of Zee Studio HD (in Rs.) 30.00 HD Subscriber Base Incentive (as per Clause 4.1) 9%




Cumulative Incentive 83.4% Net Rate of Zee Studio HD after availing Incentives (in Rs.) 4.98

However, if the DTH OPERATOR places Zee Studio HD in the LCN

sequential position 3, it will fall under the HD LCN Incentive category of

'LCN Slab 2' RIO Rate of Zee Studio HD (in Rs.) 30.00 HD Subscriber Base Incentive (as per Clause 4.1) 9% HD Channel Count Incentive (as per Clause 4.2) 18% HD LCN Incentive (as per Clause 4.5) 28% HD Channel(s) Penetration Incentive (as per Clause 4.3) 24%




Net Rate of Zee Studio HD after availing Incentives (in Rs.) 5.58

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4.6 Prompt Payment Incentive: Prompt Payment Incentive shall mean an incentive available to

DTH OPERATOR on the basis of prompt payment of Monthly License Fee by the DTH

OPERATOR on or before the Due Date (i.e. paid on or before 30th Day of the immediately

succeeding month).

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Table – G

Prompt Payment Incentive

Payment of Monthly License Fee by DTH

OPERATOR Prompt Payment Incentive

Paid on or before Due Date 1.8%

Illustration

Calculation of Prompt Payment Incentive for the DTH OPERATOR:

If the DTH OPERATOR makes the payment of Monthly Licence Fee on or

before the Due Date, then the incentive for Zee Café HD will be calculated

as follows

RIO Rate of Zee Café HD (in Rs.) 30.00 HD Subscriber Base Incentive (as per Clause 4.1) 9%




Cumulative Incentive 83.4% Net Rate of Zee Café HD after availing Incentives (in Rs.) 4.98

However, if the DTH OPERATOR defaults on the payment of Monthly

Licence Fee, then in the incentive for Zee Café HD will be calculated as

follows RIO Rate of Zee Café HD (in Rs.) 30.00 HD Subscriber Base Incentive (as per Clause 4.1) 9% HD Channel Count Incentive (as per Clause 4.2) 18% HD LCN Incentive (as per Clause 4.5) 30% HD Channel(s) Penetration Incentive (as per Clause 4.3) 24%

Prompt Payment Incentive (as per Clause 4.6) 0%



Net Rate of Zee Café HD after availing Incentives (in Rs.) 5.52

4.7 Prompt Subscriber Report Submission Incentive: Prompt Subscriber Report Submission

Incentive shall mean an incentive available to DTH OPERATOR for prompt submission of monthly

subscriber reports for HD Channel(s). DTH OPERATOR shall be entitled to avail the Prompt

Subscriber Report Submission Incentive in event it submits the monthly subscriber report in the

prescribed format as set out in Annexure XI within 7 days of the immediately succeeding month. For

e.g. DTH OPERATOR shall be entitled to avail to Prompt Subscriber Report Submission Incentive for

the month of October 2018 if it submits the monthly subscriber report on or before 7th November 2018.

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Table – H

Prompt Subscriber Report Submission Incentive

Subscriber Report Submitted by DTH

OPERATOR

Prompt Subscriber Report Submission

Incentive

On or Before the 7th day of the immediately

succeeding month 0.6%

Illustration

Calculation of Prompt Subscription Report Submission Incentive for the DTH OPERATOR:

If the DTH OPERATOR submits the monthly subscriber report in the

prescribed format on or before the 7th day of the immediately following

month, then the incentive for Zee Café HD will be calculated as follows

RIO Rate of Zee Café HD (in Rs) 30.00 HD Subscriber Base Incentive (as per Clause 4.1) 9%




Cumulative Incentive 83.4% Net Rate of Zee Café HD after availing Incentives (in

Rs.) 4.98

However, if the DTH OPERATOR fails to submit the monthly subscriber

report in the prescribed format on or before the 7th day of the immediately

following month, then the incentive for Zee Café HD will be calculated as

follows RIO Rate of Zee Café HD (in Rs) 30.00 HD Subscriber Base Incentive (as per Clause 4.1) 9% HD Channel Count Incentive (as per Clause 4.2) 18% HD LCN Incentive (as per Clause 4.5) 30% HD Channel(s) Penetration Incentive (as per Clause 4.3) 24%


Prompt Subscriber Report Incentive (as per Clause 4.7) 0%


Effective Rate for Zee Studio (in Rs.) 5.16

5. Reports

5.1 In order to be eligible for the Incentives, the DTH OPERATOR shall provide ZEEL along with

the Subscriber Report referred to in this Agreement (i) Subscriber Base Report as set out in

ANNEXURE – XI of this Agreement (“Subscriber Base Report”), (ii) LCN Report in the form set

out in ANNEXURE XI to this Agreement (“LCN Report”), (iii) Channel Count Report in the form

set out in ANNEXURE – XI (“Channel Count Report”), (iv) Penetration Report in the form set

out in ANNEXURE – XI to this Agreement (“Penetration Report”).

6. Subscriber Records, Access and Audit: ZEEL shall during the Audit referred to in Clause 14 of

this Agreement, be entitled to access the Records, SMS, CAS and related systems of the DTH

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OPERATOR in order to determine the correctness of the Subscriber Base, LCN, Channel Count

and Penetration Report referred to in clause 5.1 of this ANNEXURE - VI above.

7. License Fee: (i) The License Fee shall be calculated in the manner set out in ANNEXURE – VII

of this Agreement. The aggregate incentives applicable to an DTH OPERATOR shall be the sum

of all the Incentives set out in Table A, B, C, D, F, G, and H for which the DTH OPERATOR has

qualified (“Aggregate Incentive”) and the A-la-Carte rate specified in ANNEXURE - II shall be

reduced to the extent of the Aggregate Incentive.

(ii) For DTH Operator opting for HD Scheme, further incentive would be provided for calculation

of License Fee under Incentive Scheme on Bouquet of SD Channel(s). Subject to the compliance

of all the applicable conditions of the opted Incentive Scheme(s) for SD and HD Channel(s)

including but not limited to the penetration stipulations, a discount will be provided to the DTH

Operator for the HD Channels as follows:

(a) for four HD Channels – discount of Rs. 4/-

(b) for five HD Channels – discount of Rs. 5/-

(c) for six HD Channels – discount of Rs. 6/-

The above discount will be applicable on the Net Rate after availing all the Incentives under the

‘Incentive Scheme on Bouquet Rates for SD Channels’. For avoidance of doubt it is hereby

clarified that the aforementioned discount will only be calculated for the number of subscribers

availing both set of SD and HD Channels.

8. ZEEL is offering the following two (2) Incentive Schemes:

(i) Incentive on Bouquet Rate of Standard Definition (SD) Channel as detailed in ANNEXURE –

V; and

(iii) Incentive Scheme on High Definition (HD) Channels as detailed in ANNEXURE - VI

All the above mentioned schemes are governed by the conditions detailed in the respective

Annexures as mentioned above and are self-contained and mutually exclusive. It is clarified that

save as provided in the respective Incentive Schemes, the provisions of one Incentive Scheme

cannot be combined with another Incentive Scheme.

9. ZEEL reserves the right to amend, modify, alter, change, substitute, withdraw, add any of the terms

and conditions of any the Incentive Schemes at its sole discretion. In addition, ZEEL at sole

discretion in the event, during the Term, (i) ZEEL launches a New Channel, or (ii) in case of a

Removed Channel, or (iii) in case of a Converted Channel. For the avoidance of doubt, it is

clarified that a reference to a New Channel in this Annexure and/ or the Agreement includes any

additional channels (whether by way of a new launch, acquisition of any existing channel or

otherwise), distributed by ZEEL and/ or its current or future subsidiaries, and in such an event

ZEEL shall have the right to withdraw and/ or modify this Annexure and/ or the Incentives set out

herein in its sole discretion.

*****

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ANNEXURE – VII

I. Calculation License Fee:

(i) For each month or part thereof during the Term of the agreement, the DTH OPERATOR shall

pay to ZEEL the Monthly Licence Fee which shall be the A-la-Carte Rate of Zee Group

Channel(s) multiplied by the Monthly Average Subscriber Level.

(ii) The A-la-Carte Rate per Subscriber of Zee Group Channels is set out in ANNEXURE - II and

Bouquet Rate is set out in ANNEXURE III to this RIO. The rates mentioned in the

ANNEXURE - II & ANNEXURE - III to this RIO, as referred to above, are exclusive of all

taxes and levies.

(iii) The “Monthly Average Subscriber Level” is equal to the sum of the number of subscribers on

the first and last day of the month in question divided by two.

(iv) For the purpose of calculation of the Monthly License Fee payable “Subscriber” means, for any

calendar month, each Set Top Box, which is availing the Zee Group Channel(s) through the

DTH OPERATOR.

(v) The Opening number of subscribers of a particular Month shall be equal to the Closing number

of subscribers of the previous Month of the said particular Month.

1. Calculation of Monthly License Fee where DTH OPERATOR does not avail any Incentive

Scheme:

(a) In case DTH OPERATOR avails one or more or all Zee Group SD Channels on A-la-

Carte rate basis:

(i) If the DTH OPERATOR is providing the channels on A-la-Carte basis to its subscribers,

the Monthly License Fee for such A-la-Carte channels shall be equal to the A-la-Carte rate

as set out in the ANNEXURE - II multiplied by the number of Monthly Average

Subscriber Level availing the channels on A-la-Carte basis.

(ii) If the DTH OPERATOR does not offer such opted A-la-Carte channel(s) as A-la-Carte to

its subscriber but offers the A-la-Carte channel (s) in packages, then the payment for each

of the A-la-Carte channels, shall be calculated on the basis of subscriber base of the package

in which such opted ala carte channel has been placed multiplied by A-la-Carte Rate of the

Channel.

(b) In case DTH OPERATOR avails one or more Bouquet(s) of Zee Group SD Channel(s):

(i) If the DTH Operator is providing the Bouquet(s) as a whole to its subscribers, the Monthly

License Fee for such Bouquet(s) shall be equal to the Bouquet rate as set out in the

ANNEXURE - III multiplied by the number of Monthly Average Subscriber Level

availing the Bouquet(s).

(ii) If the DTH Operator does not offer such opted bouquet(s) as a whole to its subscriber but

offers only certain channels comprised in such bouquet or packages the channels comprised

in such opted bouquet in a manner resulting in different subscriber base for different

channels comprised in such opted bouquet, then the payment for such entire opted bouquet

by the DTH OPERATOR, shall be calculated on the basis of subscriber base for the channel

which has highest subscriber base amongst the channels comprised in the bouquet.

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(c) In case a DTH OPERATOR avails one or more Zee Group SD Channels on A-la-Carte

Rate basis and also opts for different Bouquet(s) of Zee Group SD Channel(s) not

comprising of the SD Channels opted on A-la-Carte basis:

(i) For bouquet(s), the monthly license fee shall be calculated on the basis of sub clause (b)

above.

(ii) For ala carte channels, the monthly license fee shall be calculated on the basis of sub clause

(a) above.

(d) In case DTH OPERATOR avails one or more or all Zee Group HD Channels on A-la-

Carte rate basis:

(i) If the DTH OPERATOR is providing the HD channels on A-la-Carte basis to its

subscribers, the Monthly License Fee for such HD A-la-Carte channels shall be equal to

the HD A-la-Carte rate as set out in the ANNEXURE – II (PART II) multiplied by the

number of Monthly Average Subscriber Level availing the HD channels on A-la-Carte

basis.

(ii) If the DTH OPERATOR does not offer such opted HD A-la-Carte channel(s) as A-la-Carte

to its subscriber but offers the HD A-la-Carte channel (s) in packages, then the payment for

each of the HD A-la-Carte channels, shall be calculated on the basis of subscriber base of

the package in which such opted HD A-la-Carte channel has been placed multiplied by A-

la-Carte Rate of the HD Channel as set out in ANNEXURE – II (PART II)

2. Calculation of Monthly License Fee where DTH OPERATOR avails any of the Incentive

Scheme:

(a) In event DTH OPERATOR avails and fulfils all the laid down conditions of Incentive

Scheme on Bouquet Rate of Standard Definition (SD) Channel as per ANNEXURE – V:

DTH OPERATOR shall be liable to pay the License Fee as calculated herein below:

(i) If the DTH Operator is providing the Bouquet(s) as a whole to its subscribers, the Monthly

License Fee for such Bouquet(s) shall be equal to the Incentivised Bouquet rate as set out

in the ANNEXURE - V multiplied by the number of Monthly Average Subscriber Level

availing the Bouquet(s).

(ii) If the DTH Operator does not offer such opted bouquet(s) as a whole to its subscriber but

offers only certain channels comprised in such bouquet or packages the channels comprised

in such opted bouquet in a manner resulting in different subscriber base for different

channels comprised in such opted bouquet, then the payment for such entire opted bouquet

by the DTH OPERATOR, shall be calculated on the basis of subscriber base for the channel

which has highest subscriber base amongst the channels comprised in the bouquet

multiplied by Incentivised Bouquet Rate as set out in the ANNEXURE – V.

Incentivised Bouquet Rate = (Rate of the Bouquet(s) availed) X (100% – Cumulative

Incentive Percentage for that particular Bouquet based on the incentive parameters

qualified by DTH OPERATOR as set out in ANNEXURE – V)

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(b) In event DTH OPERATOR avails and fulfils all the laid down conditions of Incentive

Scheme on HD Channels as per ANNEXURE – VI:

(i) If the DTH OPERATOR is providing the HD channels on A-la-Carte basis to its

subscribers, the Monthly License Fee for such HD channels shall be equal to the

Incentivised A-la-Carte for HD Channel rate as set out in the ANNEXURE - VI

multiplied by the number of Monthly Average Subscriber Level availing the HD

channel(s) on A-la-Carte basis.

(ii) If the DTH OPERATOR does not offer such opted HD channel(s) as A-la-Carte to its

subscriber but offers the HD channel (s) in packages, then the payment for each of the

HD channels, shall be calculated on the basis of subscriber base of the package in which

such opted HD channel has been placed multiplied by the Incentivised A-la-Carte Rate

of HD Channel as set out in ANNEXURE – VI.

Incentivised Rate of a HD Channel = (A-la-Carte Rate of the HD Channel(s) availed)

X (100% – Cumulative Incentive Percentage for that particular HD channel based on

the incentive parameters qualified by DTH OPERATOR as set out in ANNEXURE –

VI)

3. In the event the DTH OPERATOR avails any of the Channels on A-la-carte or Bouquet basis

or avails at its sole discretion for any of the Incentive Scheme(s) of ZEEL, and activates the

Channel(s) for any month or part thereof, the calculation of Subscriber base for such Channel(s)

shall be based on the total number of subscribers subscribing to all such bouquets offered by

the DTH OPERATOR to the subscribers, that offer such Channel for the whole month

irrespective of the fact whether the Channel is activated or deactivated. Further, the calculation

will be on the calendar month basis and if the activation of such Channels, as part of bouquet

or a-la-carte, spill over to the next calendar month, the total subscribers for such will be counted

for both the months

4. Payment of the License Fee shall be subject to deduction of any withholding tax/ TDS in

accordance with the provisions of the Indian Income Tax Act, 1961, as amended from time to

time.

5. In the event the DTH OPERATOR fails to pay the License Fees and/ or, upon expiry of, or

termination of the Agreement, ZEEL shall be entitled to take back the possession of the

Equipment from the DTH OPERATOR, its sub operators and their respective Affiliates and

deactivate the Viewing Card(s). Upon return of the Equipment in proper working condition by

the DTH OPERATOR, the IRD Deposit shall be refunded to the DTH OPERATOR. In the

event, the DTH OPERATOR fails to return the Equipment to ZEEL, the DTH OPERATOR

shall be liable to pay a sum of Rs.1000/- per day per IRD to ZEEL for the period during which

the default continues. In case the DTH OPERATOR returns the IRD, but the Viewing Card and

remote (where applicable) are damaged or missing, then the DTH OPERATOR shall be liable

to pay to ZEEL such charges as may be determined by ZEEL. ZEEL shall be authorized to

deduct the cost of damages from the IRD Deposit.

6. All payments from the DTH OPERATOR to ZEEL under this Agreement shall be paid either

by (i) Demand Draft in favour of Zee Entertainment Enterprises Limited– A/C ZEE

CHANNELS payable at its head office or any other place that may be specified by ZEEL in

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writing from time to time; or (ii) electronic wire transfer into ZEEL’s Bank Account,

accompanied by documentary evidence certified by the DTH OPERATOR’s bank that the

payment has been transferred to ZEEL’s Bank Account.

II. Payment Terms

The Monthly License Fee shall be paid every month by the DTH OPERATOR by 30th day of

the immediately succeeding month (Due Date) as per the invoice raised by ZEEL on the basis

of subscriber report of the DTH OPERATOR for the concerned Month without any deduction

except deduction of withholding tax/ TDS as provided in this RIO. For e.g. Monthly License

Fee for the month of October 2018 shall be paid on or before 30th November 2018.

Within seven days of end of each month, the DTH OPERATOR shall provide daily opening

and closing number of subscribers along with the other reports for that month in the format(s)

set - out in ANNEXURE- XI attached herewith, based on which ZEEL shall raise an invoice

on the DTH OPERATOR.

In case the DTH OPERATOR fails to send the report within the said period of seven days,

ZEEL shall have the right to raise a provisional invoice (“Provisional Invoice”) for the Monthly

License Fee based on the last Report or the last month’s invoice or on the basis of the Incentive

Scheme if any opted by the DTH OPERATOR - whichever is higher and the DTH OPERATOR

shall be under an obligation to pay the license fee on the basis of such provisional invoice in

accordance with the terms of this clause. On receipt of the report from the DTH OPERATOR,

the parties would conduct reconciliation between the provisional invoice raised by ZEEL and

the report(s) sent by the DTH OPERATOR.

In case of default by the DTH OPERATOR on account of non-submission of Reports for more

than two (2) consecutive months, it shall be deemed to be a material breach and entitle ZEEL

to initiate appropriate steps for termination of this Agreement for material breach of this

Agreement. In such an event ZEEL shall have an option to levy an additional charge for said

material breach whereby the DTH OPERATOR shall be liable to pay to ZEEL an amount

equivalent to previous three months’ invoice amount towards Monthly Fee as additional charge

for every such default, in addition to the Provisional Invoice amount raised for Monthly Fee for

non-submission of Report.

The DTH OPERATOR shall be required to make payments by the Due Date in accordance with

the terms hereof, and any failure to do so on the part of the DTH OPERATOR shall constitute

a material breach hereunder. Late payments shall also attract interest calculated from the date

the payment was due until the date the payment is made in full at a pro rata monthly rate of

1.5%. “Default Interest Rate” The imposition and collection of interest on late payments does

not constitute a waiver of the DTH OPERATOR’s obligation to pay the License Fee by the Due

Date, and ZEEL shall retain all of its other rights and remedies under the Agreement.

DTH OPERATOR shall make payment of the License Fee as per the terms of this Agreement

without making any deductions or adjustments on whatsoever account including but not limited

to any other alleged due claimed by the DTH OPERATOR from ZEEL, its affiliated companies

(including any subsidiary and or associate entities of ZEEL), channel owners and/or Service

Providers.

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All Licence Fee payments hereunder are exclusive of all applicable taxes including goods and

services tax and other such taxes. All such applicable taxes shall be at DTH OPERATOR’s cost

and will be charged at the prevailing rates by ZEEL to the DTH OPERATOR.

If payment of the Licence Fee is subject to deduction of any withholding tax/ TDS in accordance

with the provisions of the Indian Income Tax Act 1961, as amended, the DTH OPERATOR

shall provide tax withholding certificates to ZEEL within such period as has been specified in

the Income Tax Act/ Rules/ Notifications/ Circulars issued thereunder.

It is explicitly made clear that in the event of any dispute including but not limited to

commercial terms, incentive parameters etc. arising out of the agreement, the DTH

OPERATOR shall continue to make the payment of license fee at the Rate specified in Clause

9 of the RIO till such time the dispute is resolved. Appropriate adjustment in this regard shall

be made by the respective parties on final adjudication of the dispute.

*****

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ANNEXURE – VIII

(I) DETAILS OF CERTIFICATE / REGISTRATION ISSUED BY MINISTRY OF

INFORMATION AND BROADCASTING TO OPERATE AS DTH OPERATOR

Address (as on License) –

(II) A DETAILS OF INTEGRATED RECEIVER DECODERS (IRD’s).

Address of location of CAS & SMS –

Address for locating equipment (IRDs)-

Sr. No Channel STB Number

VC Number

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

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27

28

29

30

31

32

33

34

35

36

37

(II) B DETAILS OF INTEGRATED RECEIVER DECODERS (IRD’s).

Address of location of CAS & SMS –

Address for locating equipment (IRDs)-

Sr. No Channel STB Number

VC Number

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

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19

20

21

22

23

24

25

26

27

28

29

30

31

32

33

34

35

36

37

(III) All sub-operators and cable operators of the DTH OPERATOR as on the effective date of the

Agreement through whom the Subscribers shall receive the Service during the term of the

Agreement is as follows:

S.

No

Affiliate (if

applicable)

Sub-

Operator

Address and

contact details

Area Subscriber base

******

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ANNEXURE - IX

ZEEL’S SCOPE OF AUDIT

I. Head End Audit DTH OPERATOR should provide Complete Accurate Schematic Diagram

of their Head End, Earth Stations, Systems and Processes for Audit and Auditing Purpose.

• DTH OPERATOR to submit & confirm the no. of MUX’s (Multiplexer Units) installed

with active TS (Transport Stream) outputs. This should include physical audit of head end,

earth station and analysis of TS stream from the Mux.

• All TS from MUX should be encrypted for the territory.

• DTH OPERATOR to ensure that his Network Watermark logo is inserted on all Pay

Channels at encoder end only.

II. CAS Audit: DTH OPERATOR to provide all below information correctly: Make & version of

CAS installed at Head End.

• CA system certificate to be provided by DTH OPERATOR.

• CAS version installed should not have any history of hacking, certificate from CAS

vendor required.

• CAS system should support at least 1 million subscribers. CAS vendor should provide

certificate.

• CAS should be able to generate log of all activities i.e. activation/deactivation/FP/OSD.

• CAS should be able to generate active/deactivate report Channel wise or Bouquet /

Subscriber Package wise.

• STB’s & cards to be uniquely paired from DTH OPERATOR before distributing box

down the line.

• DTH OPERATOR to declare by undertaking the no of encryptions CAS/SMS he is

using at the head end and in future if he is integrating any additional CAS/SMS same

should be notified to ZEEL by means of a fresh undertaking.

• Reconciliation of CAS database (active cards, service wise and Bouquet / Subscriber

Package wise) with SMS database to be provided by DTH OPERATOR. CAS vendor

required to certified reconciliation of data.

• No activation / deactivation from direct CAS system, it must be routed via SMS client

only.

• DTH OPERATOR should provide CAS vendor certified copies of active/deactivate

channel wise/product wise report &Bouquet/Subscriber Package/ product report during

audit period.

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• CA system should have the capability of providing history of all actions taken for last

2 years.

III. SMS Audit: All product authorization must be from SMS only.

• SMS and CAS should be fully integrated.

• The SMS should be computerized and capable to record the vital information and data

concerning the subscribers such as:

▪ Unique Customer Id

▪ Subscription Contract number

▪ Name of the subscriber

▪ Billing Address

▪ Installation Address

▪ Landline telephone number

▪ Mobile telephone number

▪ Email id

▪ A – la carte Channels or Bouquet / Subscriber Packagesubscribed to

▪ Unique STB Number

▪ Unique VC Number

• The SMS should be able to undertake the viewing and printing historical data in terms

of the activations, deactivations etc.

• Location of each and every set top box VC unit

• The SMS should be capable of giving the reporting at any desired time about:

▪ The total no subscribers authorized

▪ The total no of subscribers on the network

▪ The total no of subscribers subscribing to a particular service at any particular

date.

▪ The details of channels opted by subscriber on A-la-carte basis.

▪ The Bouquet / Subscriber Packagewise details of the channels in the Bouquet

/ Subscriber Package.

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▪ The Bouquet / Subscriber Package wise subscriber numbers.

▪ The ageing of the subscriber on the particular channel or Bouquet / Subscriber

Package

▪ The history of all the above mentioned data for the period of the last 2 years

1. Following parameter should be validated during the audit

i. Review Complete Network Diagram

ii. Undertaking from Operators for all SMS and CAS installed at Head end – issue of

Multiple CAS / SMS

iii. Certificate from CAS provider for details of CA ID, Service ID, N/w ID, version and

no. of instances installed. Also confirmation with respect to history of hacking

iv. Check the number of MUX’s installed with active TS outputs. Also whether all TS

from MUX are encrypted.

v. Review whether Live diagram / fiber details of network are captured in SMS system

vi. To check if DTH OPERATOR specific coding / ID is available for Finger Printing

vii. Confirm whether watermarking network logo for all pay channels are inserted at

encoder end only

viii. Review the controls deployed to ensure integrity and reliability of the reports such as

logs, access controls, time stamp etc.

ix. Review the Subscriber parameters which are captured in the SMS and validate if

following parameters are present for subscriber

▪ Unique Subscriber ID

▪ Subscriber Contract Details – No, Term, Date, Name, Address & contact

details

▪ Hardware details

x. Review the subscriber’s activation/ de-activation history in the SMS system

xi. Validate if the SMS is integrated with CAS.

xii. Review if all the active and de-active STBs are synchronized in both SMS and CAS.

xiii. Validate if independent logs/report can be generation for active and de-active VCs with

the product/channels active in both SMS & CAS.

xiv. Review if the system supports the Finger Printing and OSD features at Box level,

Customer account level as well as Global level.

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xv. Validate if all the STBs are individually addressable from the System and are paired

with the viewing cards.

xvi. Review the Electronic Programming Guide to check LCN/CDN and genre of all

Channels

xvii. Review the various packages programmed in the Systems with respect to the subscriber

reports submitted to ZEEL/ Aggregators.

xviii. Extraction and Examination of System Generated reports, statistics, data bases, etc.

pertaining to the various Bouquets, Subscriber Package, Channel availability, bouquet

/ Subscriber Package composition, rates,

xix. Review of the following reports are supported by SMS and CAS.

a. Total no of Subscribers – active & de-active separately

b. De-active subscribers with ageing

c. Channel wise Subscribers - total

d. Channel wise Subscribers – split by Bouquet / Subscriber Package

e. Revenue by Bouquet, Subscriber Package or A-la-carte Channel

f. Subscriber/Revenue Reports by State/City

g. No of Bouquets / Subscriber Package offered

h. List of Channels / rates of each Bouquet / Subscriber Package

i. Rate Card Options offered / Attached with active Subscribers

j. Historical data reports

k. Free / demo Subscribers details

l. Exception cases – active only in SMS or CAS

IV. STB Audit: All STB should be individually paired in advance with unique smart card at central

warehouse of DTH OPERATOR before handing down the line distribution.

• DTH OPERATOR to provide details of manufacturers of STB’s being used / to be used

by him (OS/Software, memory capacity, zapping time). All STBs must be secure

chipset with chipset pairing mandatory.

• DTH OPERATOR should provide one set of all type/model of boxes for testing and

monitoring purpose.

• All STBs used by DTH OPERATOR’s should be certified by their CAS vendor.

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• Forensic watermarking to be implemented on the DTH OPERATOR headend & STBs.

• ECM/EMM base Forced messaging full screen and ticker mode should be available.

• All the STBs should have embedded Conditional Access.

• The STB should be capable of doing Finger printing. The STB should support both

Entitlement Control Message (ECM) & Entitlement Management Message (EMM)

based fingerprinting.

• The STB should be individually addressable from the Head end.

• The messaging character length should be minimum of 120 characters.

• There should be provision for the global messaging, group messaging and the

individual STB messaging.

• The STB should have forced messaging capability.

• The STB must be BIS compliant.

• The STB must have secure chip set with mandatory pairing.

• There should be a system in place to secure content between decryption &

decompression within the STB.

• The STBs should be addressable over the air to facilitate Over The Air (OTA) software

upgrade.

• The STB outputs should have the following copy protections

i. Macro vision 7 or better on Composite video output.

ii. Macro vision 7 or better on the Component Video output.

iii. HDCP copy protection on the HDMI & DVI output.

iv. DTCP copy protection on the IP, USB, 1394 ports or any applicable output

ports.

• Types of boxes launched / to be launched:

▪ Vanilla STB

▪ DVR STB

▪ Others (please specify)

• Please furnish STB details as following:

▪ Open Standards or Proprietary?

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▪ Audio Video and Data I/O Configuration?

▪ Local Storage?

▪ Smarts Card?

▪ PVR Functionality?

▪ Tamper Resistance?

▪ I/O Copy Protection? Please provide the details.

▪ I/O Interface to Other Devices?

• Are the STB’s interoperable?

• DVR / PVR STB should be compliance of following;

▪ Content should get recorded along with FP/watermarking/OSD & also should

display live FP during play out.

▪ Recorded content should be encrypted & not play on any other devices.

▪ Content should get record along with entitlements and play out only if current

entitlement of that channel is active.

▪ User should not have access to install third party application/software.

• Does the Set Top Box support any type of interactive middleware? Please describe.

V. Distribution Network Audit: DTH OPERATOR should provide below information in detail:

• Fiber network and PIT information on Geo Map.

• Service area to be defined.

VI. Anti-Piracy Measure: Use of any device or software should not invalidate the fingerprinting.

• The OVERT Finger Printing should not be removable by pressing any key from the

remote.

• The OVERT Finger printing should be on the top most layer of the video.

• The Finger printing should be such that it can identify the unique STB number or the

unique Viewing Card (VC) number.

• The Finger printing should appear on all the screens of the STB, such as Menu, EPG

etc.

• The location of the Finger printing should be changeable from the Head end and should

be random on the viewing device.

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• The Finger printing should be possible on global as well as on the individual STB basis.

• The Overt finger printing and On screen display (OSD) messages of the respective

Company should be displayed by the DTH OPERATOR without any alteration with

regard to the time, location, duration and frequency.

• Covert finger printing should be available.

• No common interface Customer Premises Equipment (CPE) to be used.

• The STB should have a provision that OSD is never disabled.

VII. Commercial Audit*1. Provide system generated Channel-wise and Bouquet / Subscriber

Package-wise reports of channels for the platform in a non-editable format.

2. Understand/ Verify the Customer Life Cycle Management process by performing a

walkthrough of the following processes and their underlying systems

• Customer acquisition

• Provisioning of the subscriber in authentication, billing and SMS system

• Bouquet / Subscriber Package change request process

• Customer Retention process, if any

• Deactivation and churn process

3. Understand/ verify the various Bouquets / Subscriber Package being offered to customers

• Obtain details of all approved Bouquets / Subscriber Package and add on which are

being offered to customers

• Interactions with the Operator’s marketing and sales team on how the various channels

are being marketed

• Any special marketing schemes or promotions

• Details of the consumers subscribing to the various Bouquets / Subscriber Package,

including ‘demo’/ free/ complimentary/ testing/ promotional subscribers

4. Understand the declaration report generation process by performing a walkthrough of processes

and underlying systems (to understand completeness and accuracy of subscriber report

generation process):

• Generation of reports for subscriber declaration for Channels or Bouquets /

Subscriber Package

• Any reconciliations / checks /adjustments carried out before sending the declarations

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5. Analyze declaration reports on a sample basis:

• Reconciling the declaration figures with base data from various systems (SMS /

Provisioning / Billing and Authentication systems).

• Analyse the computation of average subscribers.

• Ascertain the average subscribers for a specific period on a sample basis by

generating a sample report for a given period in the presence of the

representative/auditors.

6. Analysis of the following:

• Input and change controls of customer data into SMS.

• SMS user access controls – authentication, authorization and logging.

• Analyze system logs to identify any significant changes or trail of changes made.

• Security controls over key databases and systems including not limiting to SMS,

Provisioning, authentication and billing systems.

• Review the system logic for the reports which are inputs to Broadcaster declarations.

• Channel allocation/fixation to a particular LCN/CDN.

• Mapping of subscriber id across the CRM and SMS billing system if the same is

different across the systems.

• Sample of activation and deactivation request logs.

• Opening and closing numbers of the active subscribers for sample months (report to

be taken in front of the auditors/ rep).

• Confirmation of the numbers on the middle of the month on a random chosen dates

(report to be taken in front of the auditors/ representatives of both parties).

• Live Demo of the queries being put in to the system to generate different reports.

• List of CAS and SMS used by Operator in the Territory. Incase more than one CAS

and SMS system is used by Operator, then understand and analyze how the two

markets are segregated, controlled, reported and invoiced.

• Similarly, list of head-ends of the operator providing services and for such head-

ends, understand and analyze how the two markets are segregated, controlled,

reported and invoiced.

In case of multiple CAS being used by DTH OPERATOR, to understand synchronization between

multiple CAS and SMS.

******

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ANNEXURE - X

SPECIFICATIONS FOR SET TOP BOXES (STBs), CONDITIONAL ACCESS

SYSTEM (CAS) & SUBSCRIBER MANAGEMENT SYSTEM (SMS)

A. STB Requirements:

1. All the STBs should have embedded Conditional Access.

2. The STB should be capable of decrypting the Conditional Access inserted by the Headend.

3. The STB should be capable of doing Finger printing. The STB should support both Entitlement

Control Message (ECM) & Entitlement Management Message (EMM) based fingerprinting.

4. The STB should be individually addressable from the Headend.

5. The STB should be able to take the messaging from the Headend.

6. The messaging character length should be minimal 120 characters.

7. There should be provision for the global messaging, group messaging and the individual STB

messaging.

8. The STB should have forced messaging capability.

9. The STB must be BIS compliant.

10. There should be a system in place to secure content between decryption & decompression

within the STB.

11. The STBs should be addressable over the air to facilitate Over The Air (OTA) software upgrade.

B. Fingerprinting Requirements:

1. The finger printing should not be removable by pressing any key on the remote.

2. The Finger printing should be on the top most layer of the video.

3. The Finger printing should be such that it can identify the unique STB number or the unique

Viewing Card (VC) number.

4. The Finger printing should appear on all the screens of the STB, such as Menu, EPG etc.

5. The location of the Finger printing should be changeable from the Headend and should be

random on the viewing device.

6. The Finger printing should be able to give the numbers of characters as to identify the unique

STB and/ or the VC.

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7. The Finger printing should be possible on global as well as on the individual STB basis.

8. The Overt finger printing and On screen display (OSD) messages of the respective broadcasters

should be displayed by the DTH OPERATOR/ LCO without any alteration with regard to the

time, location, duration and frequency.

9. No common interface Customer Premises Equipment (CPE) to be used.

10. The STB should have a provision that OSD is never disabled.

C. Conditional Access System (CAS) & Subscriber Management System (SMS)

Requirements:

1. The current version of the conditional access system should not have any history of the hacking.

2. The fingerprinting should not get invalidated by use of any device or software.

3. The STB & VC should be paired from head-end to ensure security.

4. The SMS and CA should be integrated for activation and deactivation process from SMS to be

simultaneously done through both the systems. Further, the CA system should be independently

capable of generating log of all activations and deactivations.

5. The CA company should be known to have capability of upgrading the CA in case of a known

incidence of the hacking.

6. The SMS & CAS should be capable of individually addressing subscribers, on a channel by

channel and STB by STB basis.

7. The SMS should be computerized and capable to record the vital information and data

concerning the subscribers such as:

a. Unique Customer Id

b. Subscription Contract no

c. Name of the subscriber

d. Billing Address

e. Installation Address

f. Landline no

g. Mobile No

h. Email id

i. Service/ Package subscribed to

j. Unique STB No

k. Unique VC No

8. The SMS should be able to undertake the:

a. Viewing and printing historical data in terms of the activations, deactivations etc.

b. Location of each and every set top box/ VC unit

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c. The SMS should be capable of giving the reporting at any desired time about:

i. The total no subscribers authorized

ii. The total no of subscribers on the network

iii. The total no of subscribers subscribing to a particular service at any particular date.

iv. The details of channels opted by subscriber on a-la carte basis.

v. The package wise details of the channels in the package.

vi. The package wise subscriber numbers.

vii. The ageing of the subscriber on the particular channel or package

viii. The history of all the above mentioned data for the period of the last 2 years

9. The SMS and CAS should be able to handle at least one million concurrent subscribers on the

system.

10. Both CA & SMS systems should be of reputed organization and should have been currently in

use by other pay television services that have an aggregate of at least one million subscribers

in the global pay TV market.

11. The CAS system provider should be able to provide monthly log of the activations on a

particular channel or on the particular package.

12. The SMS should be able to generate itemized billing such as content cost, rental of the

equipments, taxes etc.

13. The CA & SMS system suppliers should have the technical capability in India to be able to

maintain the system on 24x7 basis throughout the year.

14. CAS & SMS should have provision to tag and blacklist VC numbers and STB numbers that

have been involved in piracy in the past to ensure that the VC or the STB cannot be re-deployed.

D. HD Set-Top-Box Requirements:

1. The HD boxes shall be tamper resistant.

2. Security codes must be securely stored in the HD box.

3. There should not be any testing points or interfaces in the HD box provided to the Subscribers.

4. Security system in a HD box or otherwise must have the capability to detect clone devices.

5. HD box must enforce reasonable usages rules carried by the license.

6. The decryption and decoding processes must be integrated into a single process in the HD box.

7. The video path from decryption to video outputs must be secured.

8. PVR content is protected. Any set top box or HD box utilising built in PVRS’s shall employ an

encryption system for the storage of material that binds the material to that particular set top

box or HD box.

9. HD box shall have the ability to add finger printing in the video outputs (preferred in track

clone/compromised devices).

10. HD boxes shall have:

a. CGMS/A capability for analogue outputs;

b. HDCP capability for DVI and/or HDMI outputs; and

c. DTCP capability for 1394, USB, Ethernet and/or other applicable outputs if provided.

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11. Method of recording – External recording device i.e. pen drive/USB hard disk or internal hard

disk. All recording to be in encrypted form & can play out only if channel has entitlements.

12. DVR/PVR should record content along with all FP/OSD/watermarking.

13. The STB should have embedded CA & not have CAM slot.

******

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ANNEXURE – XI

REPORT FORMAT

A. Report Format in event DTH OPERATOR does not avail any of the Incentive Scheme

(For each City/ Area to be submitted separately)

Format for Monthly Report of Daily Count of Opening and Closing count of Subscribers for the month

of _____ 2018/19.

S. No. Particulars Daily

Package/Bouquet wise

(A) Name of Package//Bouquet

Name of

channels in each

of such Package/

Bouquet

Opening Subs Closing Subs

1

2

3

4

Total of (A)

(B) Name of Zee Group Channels offered on A-la

carte basis Opening Subs Closing Subs

1

2

3

Total of (B)

B. Reports to be submitted by DTH OPERATOR in event it avails the Incentive Scheme on

Bouquet Rate of SD Channels:

Part A: LCN & Parity Report

Sr. No.

Name of

Package

/

Bouquet

Name of

Channel Genre Language Channel LCN Number LCN Rank Parity Slab

of 109

Part B: Channel Penetration Report

(i) Channel wise SMS report

Sr.

No.

Name of

Package /

Bouquet

Name of

Channel

in the

Bouquet /

Package

State Opening

Subscribers

Closing

Subscribers

Average

Subscribers

(ii) Channel wise SMS report (Basic Entry Package)

Sr.

No.

Name of

Package /

Bouquet

Name of

Channel in

the Bouquet /

Package

Basic Entry

Package /

Add-on

Packages

Opening

Subscribers

Closing

Subscribers

Average

Subscribers

Part C: Size of Operator Report

(i) Unique STB Count Report

Sr.

No.

Head end

location with

address

State Opening

Subscribers

Closing

Subscribers

Average

subscribers

(ii) DTH OPERATOR Active Pay Subscriber Base Report

Sr. No. State Opening Subscribers Closing Subscribers Average subscribers

C. Reports to be submitted by DTH OPERATOR in event it avails the Incentive Scheme on A-

la-Carte Rate of HD Channel:

Part A: LCN & Parity Report

Sr. No.

Name of

HD

Channel

Genre Language HD Channel LCN Number LCN Rank Parity Slab

of 109

Part B: Channel Penetration Report

(i) Channel wise SMS report

Sr.

No.

Name of HD

Channel State

Opening

Subscribers

Closing

Subscribers

Average

Subscribers

(ii) Channel wise SMS report (Basic Entry Package)

Sr.

No.

Name of HD

Channel Basic Entry Package /

Add-on Packages

Opening

Subscribers

Closing

Subscribers

Average

Subscribers

Part C: Size of Operator Report

(iii) Unique STB Count Report

Sr.

No.

Head end

location with

address

State Opening

Subscribers

Closing

Subscribers

Average

subscribers

(iv) DTH OPERATOR Active Pay Subscriber Base Report

Sr. No. State Opening Subscribers Closing Subscribers Average subscribers

******

of 109

ANNEXURE XII

DECLARATION FORM TO BE OBTAINED FROM CAS PROVIDER

(ON THE CAS PROVIDER COMPANY’S LETTER HEAD)

TO WHOMSOEVER IT MAY CONCERN

This is to certify that M/s _________________________________________, having its Registered

office at __________________________________________ and having its headend at

________________________________________ has installed Conditional Access System (CAS) of

our company for its digital cable network.

Date of CAS Installation: ________________ CAS Version: ______________________

CAS ID: ____________________________, NETWORK ID: ___________________

With respect to the CAS installed at above mentioned headend and in terms of Schedule 1 of the

TRAI (Digital Addressable Cable Television System) Notification dated 30 April 2012, we confirm

the following:

1. The current version of CAS does not have any history of hacking.

2. We have the capability of upgrading of CAS in case it gets hacked at any point of time.

3. The CAS is currently in use by other pay TV services providers including Direct To Home

Operators (DTH OPERATORs) and it has an aggregate of at least One (1) million subscribers

in the global pay TV market.

4. The installed CAS has the capacity to handle at least One (1) million subscribers in the system.

5. We, the CAS system provider are able to provide monthly log of activation and deactivation on

a particular channel or on a particular Bouquet / Subscriber Package provided by the DTH

OPERATOR to its end subscribers.

6. We have the technical capability in India to maintain this CAS system on 24x7 basis throughout

the year.

7. This CAS installed is independently capable of generating log of all activations and

deactivations.

8. This CAS has the provision to tag and blacklist VC numbers and STB numbers that have been

involved in piracy in the past to ensure that the VC’s or the STB’s cannot be redeployed.

9. The installed CAS is capable of individually addressing subscriber’s choice of channel(s), on a

channel by channel and STB by STB basis.

10. This CAS installed has the capability to store history logs of all activations and deactivations

for the period of last 2 years for every channel and Bouquet/ Subscriber Package introduced

of 109

and made available by the DTH Operator to its last mile subscribers.

Please find enclosed sample log of all activations & deactivations of a particular channel generated

from the installed CAS system.

Thanking you,

For (CAS company name)

(Signature)

Name: ______________________

Designation: _______________________ (not below the level of COO or CEO or CTO)

Company seal:

******

of 109

ANNEXURE – XIII

SMS DECLARATION FORM

(ON SMS PROVIDER COMPANY’S LETTER HEAD)

TO WHOMSOEVER IT MAY CONCERN

This is to certify that M/s __________________________________, having its Registered Office at

_____________________________________________ and having its headend at

_________________ has installed SMS of our Company for its digital cable network. ____

Date of SMS Installation: _---------------------_____________________________________

SMS Version: ___----------------------___________________

With respect to the SMS installed at above mentioned headend and in terms of Schedule 1 of the

TRAI (Digital Addressable Cable Television System) Notification dated 30 April 2012, we confirm

the following:

1. The installed SMS is currently in use by other pay TV service providers including Direct To

Home Operators (DTH OPERATORs) having an aggregate of at least One (1) million

subscribers in the global pay TV market.

2. The installed SMS has the capacity to handle at least One (1) million subscribers in the

system.

3. We have the technical capability in India to be able to maintain their system on 24 x 7 basis

throughout the year.

4. We, the SMS system provider are able to provide monthly log of activation and deactivation

on a particular channel or on a particular Bouquet / Subscriber Package which is or will be

provided by the DTH OPERATOR.

5. This SMS has the provision to tag and blacklist VC numbers and STB numbers that have been

involved in piracy in the past to ensure that the VC’s or the STB’s cannot be redeployed.

6. The installed SMS is capable of individually addressing subscriber’s choice, on a channel by

channel and STB by STB basis as well.

7. This installed SMS is independently capable of generating log of all activations and

deactivations.

8. This installed SMS has the capability to store history logs of all activations and deactivations

for the period of last two (2) years for every channel provided by the DTH OPERATOR.

of 109

Please find enclosed sample log of all activations & deactivations of a particular channel generated

from the installed SMS system.

Thanking you,

For (SMS company name)

(Signature)

Name: ______________________

Designation: _______________________ (not below the level of COO or CEO or CTO)

Company seal:

******

reference interconnect offer (“rio”) of …akamai.vidz.zeecdn.com/zeetele/pdfs/zeel's...

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