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qfgqqEirft-f, wEST BENGAL 51AA 542926

"rFDFsq,\greement
for providing Wi-Fi Enterprise & Retail Service through public
Wi-Fi partner (pWp) in Suri SSA

THIS Agreement executed on this oS 4 aay ot Tt,otxt, W,lay

between: ra, ^na
nl .Suw, g,r t,d;
BHARAT SANCHAR NTCAM LtMtTED (hereinafter referred to as ,,BSNL,,),
a company
incorporated under the companies Act 1956, having its Registered office and
corporate
Office at Bharat Sancirar Bhawan, HC Mathur Lane, Janpath , New Delhi,110 001,
&-tr
\sr represented by Shri rarak Nath Das, AGM(EB & vrtj asansor BA, west aengat
circte \
L\ _m (hereinafter called 'BSNL'/'Entity' which expression shall, unless repugnant
t{ cD to the context, S
rnclude its successors in business, adminislrators, liquidators and assigns
or leealy
" S E
o
E-F representatives) ofthe FTRST pARTy
r$3 AND
5a F.ru
B
8+s
4 F\< M./s KALESWAR NETWoRi(: a Registered/ partnership
/ proprietorship Firm / Society havirg
F. G
o-
o
e
g \6 :t
its Registered office at (.1rLESWAR, BTRBHUM - 73i,2!3, acting through shri.
suJAUDD$i E
L
X N;
-i -I AHAMED the authorizeci signatory (hereinafter caled'pubric wi-Fi partner (pwp)
PARTY-
of the *
a
N SECOND ;

OR

M/s KALESWAR NETWORK existing BsNL FTTH Franchise (Trp) Franchisee cruster partner
/ /
(hereinafter called 'public Wi-Fi partner (pwp) of the SECoND pARTy.

Herelr'.rfter, "ils N L"/" E ntity" and "pubric wi Fi partner (pwp)" shalr be individua[y referrec]
as "Party'and jointly as "parties,,.

whereas the 'Public wi-Fi partner (pwp)' is engaged in provisioning of BSNL,s FlrH
connections.

Page 1 .Jf 14
Whereas BSNL is in the Business of providing Basic Telephony Services, Cellular Mobile
Telephony Services (CMTS), lnternet & Broadband Services and National Long Distance
Services (NLDS) etc. in its Licensed Areas of operation in the geographical territory of lndia
(except Mumbai & New Delhi). Whereas SSNL formulated an Open Policy for
engagement/empanelment of Public Wi-Fi Partners to provide Wi-Fi Enterprise and Retail
Services under revenue share basis (Model I / ll).

Whereas in response to the said policy, the PWP with an objective of providing the Wi-Fl
Enterprise and Retail Services by supplying, installing, commissioning, operating and
maintaining Wi-Fi Hotspot location equipment such as Access points (which may be indoor or
outdoor), UPS, POE, Racks and associated installation material at hotspot locations and
integrating with OEM's WLC.

PWP have further assured to the BSNL that appropriate and sufficient arrangement for
infrastructure, equipment and skilled man power and other facilities to provide the services
underthis Policy under Model-1. The Policy Document is enclosed and which is part of this
Agreement.
Consequently, This Agreement is signed for providing Wi-Fi retail Services by Public
Wi-Fi Partners (PWP) under following Business Model/lVlodels in Durgapur OA:

l Model-I

Now therefore, in recognition of these facts, parties witness that, in consideration of the
mutual covenants set out in this agreement, the parties hereby agree as follows:

1. ln consideration of the due observance and performance of all the Terms & Conditions
of this agreement, the BSNL and PWP agree to sign the agreement to provlde Wi-Fi
Enterprise and Retail Services on revenue share basis under Model-1.

2. PWP agrees that the infrastructure provided by BSNL will be utilized for exclusively for
BSNL services only.

3. The information, Roles & Responsibilities and Terms & Conditions mentioned in Open
Policy Document attached / enclosed to this Agreement forms part of this Agreement.

l. General conditions:
i. The instructions/ orders/ clarifications issued Time-to-Time by BSNL Corporate office,
New Delhi /West Bengal Telecom Circle for the service shall be binding on both parties.
ii. This agreement is a confidential document. pWp or Authorized OEM of pwp shall not
divulge any part of the agreement either through oral or written communication or
through any other mode to any third party.
iii. This agreement shall not be amended or modified or altered or changed in any way
except in writing and duly executed by the Authorized Representatives of both the
parties.

KALESWAR NETWORK
ii'*i,l**rL
Page 2 of L4
PROPRIETOR
 This agreement shall be binding upon all respective successors of the PWP in case there
is a change of Ownership and the New Owner / Authorized Representative has to Sign
Fresh Agreement.
The second party shall not be allowed to entrust the work to any other party. ln case, if
it is found that the second party has issued any sub-contract without obtaining written
permission from the first party, the first party shall be entitled to repudiate this contract
and can also claim damages.

ll. Compliance of Laws:

PWP shall meet the Compliances as required by DOT / Regulatory / Lawful Agencies.

lll. lndemnification:
PWP agrees to protect, defend, indemnify and hold BSNL and its employees, officers,
directors, agents or representatives harmless against any and all liabilities, damages,
fines, penalties and costs (including legal costs and disbursements) arising from or
relating to:

i. Any breach of any statue. regulation, direction, orders or standards from any
governmental body, agency, telecommunications operator or regulator applicable
to such party; "or"

[. Any breach of the terms and conditions in this agreement by the PWP; "or"

It, Any claim of any infringement of any intellectual property right or any other right of
any third party or of law by PWP.

lV. Relationship:
Each party understands that it is an independently owned business entity and this
Agreement does not make it, its employees, associates or agents as employees, agents or
legal representativls of the other party for any purpose whatsoever. Neither party has
express or implied right or authority to assume or to undertake any obligation in respect of
or on behalf of or in the name of the other party or to bind the other party in any manner.
ln case, any party , its employees, associates or agents hold out as employees, agents, or
legal representatives of the other party, the former party shall forthwith upon demand
make good any / all loss, cost, damage including consequential loss, suffered by the other
party on this account.

IEIW.\Jnl\ n
NETWPRK
\Mtu'al
PROPRIETOR

Page 3 of 14
V. Arbitration:

Except as otherwise provided elsewhere in the contract, if any dispute, difference,

question or disagreement arises between the parties hereto or their respective
representatives or assignees, in connection with construction, meaning, operation,
effect, interpretation of the contract or breach thereof which parties unable to settle
mutually, the same shall be referred to Arbitration as provided hereunder:

A party wishing to commence arbitration proceeding shall invoke Arbitration Clause by

giving 60 days' notice to the designated officer of the other party. The notice invoking
arbitration shall specify all the points of disputes with details of the amount claimed to
be referred to arbitration at the time of invocation of arbitration and not thereafter. lf
the claim is in foreign currency, the claimant shall indicate its value in lndian Rupee for
the purpose of constitution of the arbitral tribunal.

It. ln such cases, the Sole Arbitrator shall be appointed from a panel of arbitrators of
BSNL.BSNL will forward a list containing names of three empanelled arbitrators to the
other party for selecting one from the list who will be appointed as sole arbitrator by
BSNL.

IN WITNESS WHEREOF
The parties have hereunto set their respective hands and seal on the day, month and year
herein above written.

Signed, sealed and delivered Signed, sealed and delivered

By the within named By the within mentioned
BHARAT SANCHAR NIGAM TIMITED Name of the PWP.
Represented by SUJAUDDTN AHAMED
Through the hands of its
Authorized sisnatorv :
Authorized Signatory:

ln the presence of ln the

Witnesses: Witnesses: PROPRIETOR

t p.t1ufth"a- r. Paahp MonlaL

2. /^* Mlt-
2. WqW llrS?;

Page 4 of 14
PROPRIETOR