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t should be typed on non-judicial stamp paper of Rs.100/-) ARTICLES OF AGREEMENT made at ............................... this ........................ day of ............................ Two Thousand Seven between the Bharat Sanchar Nigam Limited, represented by its General Manager, Telecom District, having its registered office at Statesman House, B-148, Barakhamba Road, New Delhi - 110001 and circle office at, Door Sanchar Bhavan, Nampally Road, Hyderabad. (Which expression shall be deemed to include his successors and assignees wherever the context so admits or requires) of the one part; AND Shri/Smt./kum./M/s ................................................. son / daughter of................... . by occupation ............................................................. of ................................................. hereinafter called the Direct Selling Agent ( DSA which expression shall include his heirs, executors, and administrators wherever the context so admits or requires) of the other part: AND WHEREAS the BSNL is desirous of appointing Direct Selling Agents, with a view to serving the customers at their doorstep with BSNL Products and Services. AND WHEREAS the DSA has agreed to act as such authorized Agent on the terms and conditions hereinafter appearing; AND WHEREAS it is also one of the terms that the DSA should as Registration Deposit (hereinafter referred to as Security) for the due fulfillment of the said contract, deposit with the Appointing Authority, Cash of Rupees five thousand only ( Rs.5000/- only) which shall be refundable. AND WHEREAS THE DSA has accordingly deposited with the appointing Authority Cash of Rupees five thousand only (Rs.5000/-). 1

Now it is hereby agreed by and between the parties hereto as follows: 1. The agreement shall come in to effect from the date of signing the agreement and shall be valid for a period of one year from the date of commencement. 2 The DSA is hereby appointed as authorized Direct Selling Agent (hereinafter referred to as DSA) for effecting Promotion, Sale and Distribution of various BSNL Products and Services (hereinafter referred to as Services). 3. The DSA shall promote the various products and Services of BSNL referred in enclosed Annexure in the ________________ Telecom Dist. of A.P. Telecom Circle. 4. The DSA shall be required to mobilise customers for the various BSNL Services and serve them at their doorstep. The types of products / services along with the commission structure are given in Annexure. One or more services may be added / deleted for subscription through DSA by BSNL at any time at the discretion of BSNL. 5. The DSA shall be registered Telecom District wise. The registration/appointment of DSA in each Telecom District will be carried out by the respective G.M office by the General Manager of that Telecom District. 6. The minimum qualification for registration as DSA shall be 10th pass / Matriculation pass. Marketing agencies/companies dealing in telecom. information technology products shall also be allowed to register as DSAs. 7. The DSAs shall be required to give a registration deposit of Rs.5000/- which shall be refundable. 8. In the first year of registration, the Telecom District shall be permitted to register DSAs in any month of the financial year. However, the contract of the DSAs shall be synchronized with the financial year of the BSNL subsequently. There shall be no reduction in the deposit fee for registering in between the financial year. 9. The DSA shall be eligible for renewal of Agency at the end of each financial year subject to satisfactory fulfillment of other operative conditions. There shall be no renewal fee or charge at the time of renewal. 10. The DSA shall provide his permanent address and bank account number at the time of taking Agency from the department. 11. Subject to the conditions, the DSA shall be entitled for payment of commission in respect of each subscriber for the specific type of service brought by him to BSNL for service subscription. The rate of such commission shall be notified by the BSNL from time to time. The present rate / structure of commission for the services proposed and brought for subscription by the DSA is given in ANNEXURE. 12 The account of the DSA shall be maintained at SSA level and shall be settled monthly/quarterly. 2

13. All DSAs shall be given photo identity cards by heads of the Telecom District. These photo identity cards shall be returned by the DSAs to its issuing Authority at the expiry of the Agency and shall be destroyed by the concerned authority after maintaining a record of the DSA. DSA number (which shall be unique for each Telecom District, name of the jurisdictional Telecom District, validity period of Agency and permanent address of the DSA. 14. The DSA is not authorized to collect any type of cash charges/Cheque/demand drafts in his name from the customer / subscribers for BSNL services. 15. (a) The DSAs shall use special application form which will be having a clause for filling DSA's name, number and seal, wherever such forms are supplied. Otherwise, DSA may use the normal application forms only. (b) The identification of customers brought by the DSAs shall be carried out with the help of DSA's SEAL /Stamp affixed on the registration form of the particular service supplied by BSNL. 16. All DSAs shall be required to bring minimum 250 customers in 12 months to be eligible for renewal of their Agency. This number will include the customers of all types of services listed in Annexure above taken together. A customer subscribing for more than one service through the DSA shall be counted for the number of services subscribed for. 17. In order to facilitate marketing activities of the DSA, BSNL will provide technical support in the form of specifications and other technical literature of the various services. 18. The enrollment of the DSAs shall be without prejudice to the right of BSNL to market these services through all its existing future distribution channels. Nothing in this document shall prevent BSNL to work out and introduce any other type of marketing arrangements that it may decide to introduce in future. 19. BSNL shall reserve the right to cancel the Agency at any time without assigning any reason.

20. All disputes arising out of DSA scheme shall be decided by arbitration through an Arbitrator to be appointed by the General Manager Telecom District,-------------------. The venue of the arbitration proceedings shall be the headquarters of the respective Telecom Districts and the arbitration proceedings shall be in accordance with the provisions of the Arbitration and Reconciliation Act, 1996 or any reenactment or statutory modification thereof for the time being in force. 21. The DSA can take Agency of only one or more services out of those listed at Annexure or multiple services. 22. There is no limit on the number of DSAs to be appointed in this category.

23. The proposed commission payable to the DSAs can be reviewed by the BSNL if there is a reduction or increase in tariff for these services. 24. The DSA shall obtain from the subscribers documents in writing as may, from time to time, be prescribed by the BSNL in regard to provision of such services. 3

25. The DSA hereby undertakes to carry out such directions and instructions as may from time to time be issued by the BSNL or persons duly authorized by the BSNL and comply with all rules and regulations issued by the BSNL together with any modification(s) or additions thereof and to keep himself / itself aquatinted with the aforesaid rules, orders, and regulations and in particular undertake: a) To comply with and follow all instructions printed on the official registration forms issued by the BSNL; b) Not to make any unauthorized alteration in the matter printed on the registration forms;

c) To keep the certificate(s) of Authority / Photo Identity Card issued by the Heads of Telecom District to him / her/ it with care and in case of loss, immediately report the same to the Appointing / Issuing Authority and to the office of BSNL or other office(s) to which he/it is attached. d) To carry out this Agreement faithfully and diligently and to the best of his / her/its ability to promote the said scheme; and e) Not to assign or otherwise transfer the benefit of this agreement or part thereof to a third party.

26. Subject to the provision for earlier termination hereinafter contained the period of the Agency shall be as given in para 1 of this Agreement. Thereafter the Agency may be renewed at the option of the BSNL for further periods not exceeding one year at a time. 27. The Agency shall be liable to be terminated by the BSNL without notice if the work or conduct of the DSA is adversely commented upon by the supervising authorities or if he / she / it is, in the opinion of the BSNL which shall be final in binding, in default or breach of any provision of this agreement or if he/she/it becomes insolvent, or the DSA's organisation runs into liquidation or if it is discovered that a part of the whole of the business was secured by the DSA with the help or connivance of an official of the BSNL or if in the course of any judicial proceedings it is found that he / she / it has knowingly participated in or convicted of fraud dishonesty or misrepresentation against the BSNL or any of its customers. As soon as such occasion for disqualification occurs BSNL is entitled to revoke or cancel the Agency and BSNL will be entitled to make good the loss from the Security Deposit. Further the commission earned on such business shall also be liable to forfeiture and if the commission on such business has already been paid, the DSA must forthwith refund it to the BSNL. 28. This Agreement may be terminated by either party by giving three months notice to the other provided, however, the BSNL shall be at liberty to terminate the Agency at any time without notice and without assigning any reason for the same. The Agency shall automatically stand terminated if the BSNL announces by Notification, the cancellation of the Agency granted to any DSA. 29. On termination of this Agreement howsoever occasioned, the DSA shall forthwith deliver to the BSNL all papers including the registration forms, used, partially used and unused Receipt Books and documents which may have come to his possession or custody under the terms of this Agreement. 30. The DSA hereby agrees to well and sufficiently protect and keep harmless and indemnify the BSNL against all manners of embezzlement, misappropriation or misapplication of moneys, and the Services, which may from time to time during the continuance of this Agreement come into his / its possession or control or into the possession on control of the branches or individuals appointed as authorized workers at his / her / its request and belonging either to the BSNL or to the subscriber or 4

subscribers and also against the carrying away, loss destruction or otherwise of any writings, evidence books or papers belonging to the BSNL or to any of the subscribers without direction and authority of the BSNL or person or persons duly authorized by the BSNL and against all costs, charges and expenses in relation thereto. The DSA shall also indemnify fully the BSNL against all losses or claims that may arise on account of his / her / its defaults and the defaults of any of the DSA's organization and its branches or of individuals appointed as authorized workers at the DSA-organization's request and any amount received by him / her / it or the authorized workers of any DSA's-organization appointed at its request and which are not legally due to him / her / it and authorized workers, and the BSNL shall be fully Indemnified against all such losses or damages as aforesaid at any time. It is the sole responsibility of the DSA to verify the bonafides of the customers subject to further scrutiny by BSNL officials. 31. The Appointing Authority, the issuing Authority, the Paying Authority and the checking Authority shall be such as may be appointed from time to time by the BSNL in the matter. 32. The DSA shall pay all such due to the BSNL within the time herein before specified or as amended by the BSNL. If the DSA fails to pay such sums as shall be due to the BSNL from time to time within the specified period then and in such event all sums due to the BSNL ( As to which the decision of General Manager Telecom District,------------------------- shall be final) shall at the option of the BSNL be recoverable in the same manner as an arrear of land revenue. 33. The DSA shall endeavor to promote and popularize the Services introduced and permitted by BSNL within the area and will not do any thing that may prevent or interfere with the development, promotion and popularization of such services. 34. The DSA shall not secure subscribers / customers and sell outside the allotted area / jurisdiction of the Telecom. District. 35. The DSA shall not, during the continuance of this Agreement, market and promote the products of any competitors of BSNL. 36. The DSA shall not in any way pledge the credit of BSNL. 37. The DSA shall not give any warranty in respect of any of the services without the authority in writing of BSNL. 38. The BSNL shall have the right to refuse to subscribe or accept any application for subscription of a service recommended by the DSA at its discretion and the DSA shall not be entitled to any commission or service charges in respect of any such refused application for subscription or part thereof. 39. It is clearly understood by the DSA that this is purely a business scheme and under no circumstances it entitles him / her for seeking any employment / lien in BSNL. 40. Tax Deduction at source (TDS) rules as applicable under the Income Tax Act will be applied in respect of the payments made to the DSAs by the paying authority. 41. IN WITNESS WHEREOF the parties hereto have set their respective hands here into the day month and year first herein above written. 5

For and on behalf of the DSA

For and on behalf of the BSNL

Signature _____________________ Name ________________________ (In capital letters) Executive Director ________________ Name & Address _________________ _______________________________ _______________________________

Signature ______________________ Name _________________________ (In capital letters) Designation _____________________ Name & Address _________________ ________________________________ ________________________________

Date at

on _____________________________________________________________

Sl.No. Name of Service Number of Connections per month 1 - 100 101 - 200 1 Pre-paid Excel Connection 201 - 300 > 300 1 - 100 2 Post paid CellOne Connection / WLL Connections. (Note - A) 101 - 200 201 - 300 > 300 3 4 Conversion of Excel to CellOne Pre-paid re-charge Coupons Land Line / Fixed Wireless (Any technology) - Rent / Plan < = Rs.300/- per month. (see Note - A) Note - C Note - G & H 1 - 50 51 - 100 > 100 1 - 50 5 COMMISSION

80/100/120/160/160/200/240/280/80/5% 120/160/200/Rs.120/- or HMR, whichever is more, limited to Rs.400/Rs.160/- or HMR, whichever is more, limited to Rs.480/Rs.200/- or HMR, whichever is more, limited to Rs.560/Rs.100/- or HMR, whichever is more, limited to Rs.320/-

Land Line / Ffixed Wireless (Any technology) - Rent / Plan > Rs.300/- per month. (see Note - A)

51 - 100

> 100

Conversion of Existing Land Line / Fixed Wireless (Any technology) - Rent / Plan < = Rs.300/- per month to > Rs.500/- per month plan (see Note -C) 7

1 - 50

51 - 100

Rs.120/- or HMR, whichever is more, limited to Rs.400/Rs.160/- or HMR, whichever is more, limited to Rs.500/40/-

> 100

Reconnection of Landline / Fixed Wireless (Any Technology) / CellOne CD ROM

See Nore - B & C

Note - H



Sl.No. Name of Service Number of Connections per month Note - C Note - C Note - H Note - H Note - C & D COMMISSION

10 11 12 13 14 A

Broadband Broadband & Landline Combo Sancharnet Cards Web Phone Cards Add on features CENREX / VPN / CUG in Landline. (Minimum 5 connections.) CUG / VPN in CellOne on plan value < Rs 300/- per month. CUG / VPN in CellOne on plan value > Rs 300/- per month. ECS CLIP GPRS / MMS / UMS / Edge etc. Telephone Bills Bill Collection by Cheque IN SERVICES India Telephone Card Free Phone Services Universal Access Number ACC Service Premium Rate Services Tele-voting FLPP ISDN BRI ISDN B RI ISDN Rent Free PRA only Incoming

80% of OMR 80% of OMR 4% 4% 20/-

B C D E F 15 A 16 A B C D E F G 17 A B C D

Note - C & D Note - C & D Note - C Note - E & H Note - C Note - J Note - G Note - C Note - C Note - C Note - C Note - C Note - H Note - A Note - H Note - C

40/80/20/20/80% of OMR 5/- per bill 10% 1200/1200/1200/1200/1200/5% 600/120/80% of HMR

Note - C 80% of OMR PRA Normal Note - A : 50% upfront, 50% after realization of first bill - to be paid automatically by BSNL. Note - B : If Plan Conversion is also involved along with reconnection, then commission for both will be payable. Note - C : 100% after realization of first bill - to be paid automatically by BSNL. Note - D : If New Connection is also involved along with this facility, then commission for both will be payable. Note - E : Channel Partner is expected to sell CLIP Instrument to the customer and submit the bill as a proof. Note - G ; Minimum purchase of Rs.100,000/Note General J : On monthly bill submission. Note General : HMR Half Month Rental : OMR One Month Rental Note H : Upfront