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ZEEL – DACS VERSION 2 OF 2022 NTO-1 (03-03-2022)Designation of Contact Person:INSTALLATION ADDRESS:Landmark:Village: City/Taluka:District: Pin:State: Tel. No – STD Code:No.: Mobile No.Fax No – STD Code: No.E mail ID:Contact Person:Designation of Contact Person:Technical Person:Mobile No. of Technical Person:(In case of multiple Installation Address, the MSO to provide additional installation address(es)in the format set out in Annexure XIII)ZEEL and MSO are hereinafter individually and collectively referred to as “Party” and “Parties”respectively.WHEREAS:a)ZEEL is, inter-alia, engaged in the business of broadcasting and distribution of satellitebased television Channel(s)/Service(s) and has exclusive right to market and distributethe Channel(s)/Service(s) (detailed in ANNEXURE II) in India, Nepal & Bhutan tovarious Subscribers and users of the Channel(s)/Service(s).b)The MSO is a cable operator, who has been granted registration No.dated under the Cable Television Networks Rules, 1994, asamended, by the Ministry of Information and Broadcasting, for providing cable asofnotified by the Central Governmentunder Section 4A of the Cable Television Networks (Regulation) Act, 1995.c)Parties have agreed that ZEEL will provide the signals of subscribed Zee GroupChannels to the MSO for the Authorised Areas to be serviced by designated andauthorized headend(s) as set out as defined in ANNEXURE I and the MSO will carrythese subscribed Zee Group Channels on its Platform on terms and conditions,detailed hereinafter.[2]For MSOFor ZEEL

ZEEL – DACS VERSION 2 OF 2022 NTO-1 (03-03-2022)d)This Interconnection Agreement supersedes all the previous InterconnectionAgreements executed between ZEEL and the MSO.e)Parties now wish to record and reduce, in writing, the terms and conditions agreedbetween them governing their relationship as follows.1.Defined TermsIn this Agreement, unless repugnant or contrary to the context hereof or otherwisedefined herein, the following terms, when capitalised, shall have the meaningsassigned when used herein:“active subscriber”means a Subscriber who has been authorized to receivesignals of Zee Group Channels as per the subscribermanagement system and whose set top box has not beendenied signals.“Total ActiveSubscribersof the MSO”shall mean total active subscribers of the MSO who havesubscribed at least one channel (SD or HD). In case of theStandard-Definition Identified Channel(s), Total ActiveSubscribers shall mean total active subscribers of the MSOwho have subscribed only Standard-Definition channel(s)and in case of the High-Definition Identified Channel(s),Total Active Subscribers shall mean total active subscribersof the MSO who have subscribed at least one HighDefinition channel.“Total ActiveSubscribersof the Channel”shall mean total active subscribers of a Zee Group Channelwhich will be arrived at by adding up the average activesubscribers who have opted the said Zee Group Channel ona-la-carte basis and average active subscribers of all suchBouquets of ZEEL comprising of the said ala-carte ZeeGroup Channel."addressable system"means an electronic device (which includes hardware andits associated software) or more than one electronic deviceput in an integrated system through which signals of cabletelevision network can be sent in encrypted form, which canbe decoded by the device or devices, having an activatedConditional Access System at the premises of the[3]For MSOFor ZEEL

ZEEL – DACS VERSION 2 OF 2022 NTO-1 (03-03-2022)subscriber within the limits of authorisation made, throughthe Conditional Access System and the subscribermanagement system, on the explicit choice and request ofsuch subscriber, by the cable operator to the subscriber.“a-la-carte” or“a-la-carte channel”means offering of the Zee Group Channel(s) individually ona standalone basis.“average active subscriberbase"means the number arrived by averaging the activesubscriber base count in the manner specified in theANNEXURE VI.“BIS”means the Bureau of Indian Standards established underthe Bureau of Indian Standards Act, 1986.“Bouquet” or“Bouquet of Channelsmeans an assortment of distinct Zee Group Channels,offered together as a group or as a bundle and all itsgrammatical variations and cognate expressions shall beconstrued accordingly.“cable television network”or “cable TV network”means any system consisting of a set of closed transmissionpaths and associated signal generation, control anddistribution equipment, designed to provide cable service forreception by multiple subscribers.“Change olidation, reorganization, joint operation or servicearrangement, corporate restructuring or any other businessarrangement involving the MSO or any change of control orchange in the management or acquisition of majority stakeor controlling stake of the MSO or acquisition by the MSO ofa majority stake or a controlling stake in any other entity orselling the whole or a substantial portion of the MSO’sassets and/ or purchasing the whole or a substantial portionof the assets of another entity.“Channels”means all subscribed television Zee Group Channellicensed by ZEEL to MSO.“Conditional Access”means control mechanisms, data structures and commandsthat scramble and encrypt signals in order to provideselective access and denial of specific channels, data,information or services to paying Subscribers.[4]For MSOFor ZEEL

ZEEL – DACS VERSION 2 OF 2022 NTO-1 (03-03-2022)“Converted Channel(s)” shall mean (i) Channels converted from Free-to-Air to a PayChannel; or (ii) Channels converted from Pay to Free-to-AirChannel.“Distribution Margin”“Electronic ProgrammeGuide” or “EPG”shall mean the margin which the MSO is entitled for thepurpose of distribution of pay Zee Group Channels orbouquet of pay Zee Group Channels, as the case may be.means a program guide maintained by the MSO thattelevision channels and programmes, and schedulingprogramming information therein and includesenhanced guide that allows subscribers to navigateselect such available channels and programmes.listsandanyand“Equipment”means any and all hardware/ software and other devices,including but not limited to IRDs and the paired ViewingCard(s) etc.“Fingerprinting”means exercises where code numbers are made overtly toappear on the screen of a Television and/or covertly in thesignals of the Channels that enables identification of theSmart Card being used to access such signals.“Free to Air Channel” or“FTA Channel”means a channel which is declared as such by ZEEL and forwhich no fee is to be paid by the MSO to ZEEL for availingsignals of such channel.“Governmental Authority” means any government authority, statutory authority,government department, agency, commission, board,tribunal or court or other law, rule or regulation making entityhaving or purporting to have jurisdiction over such Party andshall include without limitation TRAI, MIB, TDSAT or anyother body or authority regulating the broadcasting anddistribution of channels in India;“Identified Channels”means few Zee Group Channels which have been referredto as “Identified Channels” as detailed in Table B underANNEXURE IV.“Incentive Scheme”Incentive Scheme shall mean various Incentive(s) asdetailed in ANNEXURE IV for “Incentive on MRP of A-laCarte and Bouquet(s) of Pay Zee Group Channel(s).The applicable Incentive(s) shall be calculated as per detailsprovided by MSO in the format(s) specified by ZEEL inANNEXURE VI.“Independent Affiliate”shall mean a cable operator who is or was availing thesignals of the Zee Group Channels directly from ZEEL in[5]For MSOFor ZEEL

ZEEL – DACS VERSION 2 OF 2022 NTO-1 (03-03-2022)terms of a separate agreement between ZEEL and suchcable ent”“InterconnectionRegulation 2017”“Laws”“Local Cable Operator”Or “LCO”“Maximum Retail Price”Or “MRP”“multi-system operator”or “MSO”means commercial and technical arrangements under whichMSO and ZEEL connect their equipment and networks toprovide signals of Zee Group Channels to the subscribersmeans this Agreement to be executed between MSO andZEEL for ZEEL to provide signals of subscribed Zee GroupChannels.shall mean the Telecommunication (Broadcasting andCable) Services Interconnection (Addressable System)Regulation, 2017 dated 3rd March 2017 issued by theTelecom Regulatory Authority of India and/or as amendedby the Telecom Regulatory Authority of India on 30.10.2019and 11.6.2021.shall mean all applicable statutes, enactment, acts oflegislative, ordinance, rules, by-laws, regulations,notifications, guidelines, policies, directions, and orders,including amendments thereto, of any Government,Authority, including without limitation (a) the InterconnectionRegulations; (b) any rules, directions, regulations,guidelines, and code of conduct of the MIB and TRAI thatmay be amended from time to time (c) The Copyright Act1957 (including amendments thereto) (d) any final unappealable order of any competent court or tribunal, etc.means a person registered under rule 5 of the CableTelevision Networks Rules, 1994.for the purpose of this Agreement shall mean the maximumprice, excluding taxes, payable by a subscriber for a-la-cartepay Zee Group Channel or bouquet of pay Zee GroupChannels, as the case may be.means a cable operator who has been granted registrationunder rule 11 of the Cable Television Networks Rules, 1994and who receives a programming service from ZEEL and retransmits the same or transmits his own programmingservice for simultaneous reception either by multiplesubscribers directly or through one or more local cableoperators.[6]For MSOFor ZEEL

ZEEL – DACS VERSION 2 OF 2022 NTO-1 (03-03-2022)“New Channels”shall mean the new channels to be launched and/or to bedistributed by ZEEL in future and/or not forming part of thelist of Channels set out in ANNEXURE II as on date ofexecution of this Agreement.“Pay Channel”shall mean a channel which is declared as such by ZEELand for which a share of maximum retail price is to be paidto ZEEL by the MSO and for which due authorization needsto be obtained from ZEEL for distribution of such channel tosubscribers.“Platform” or“Distribution System”means the addressable systems owned and operated byMSO which is used to re-transmit the signals of Zee GroupChannels.“Primary Markets”means, in relation to “Identified Channel(s)”, certain state(s)which have been denoted as their “Primary Market(s)”, asdetailed in Table B under ANNEXURE IV.“QoS”means Telecommunication (Broadcasting and Cable)Services Standards of Quality of Service and ConsumerProtection (Addressable Systems) Regulations, 2017 asamended on 28.12.2018 and 9.10.2019“Reference InterconnectionOffer” or “RIO”means this document published by ZEEL specifying termsand conditions on which the MSO may seek interconnectionwith ZEEL.“Removed Channel”shall mean any Channel(s) of which ZEEL ceases to grantrightto the MSO under this Agreement.“Receiver Box”means the ZEEL approved decoder, receiver or integratedreceiver-decoders used in conjunction with a Viewing Cardin order to facilitate the receipt of the signals of the Channelsby the MSO.“Set Top Box”means a device which is connected to or is part of atelevision set and which allows a Subscriber to receive, indescrambled form, the Channels distributed by the MSO.“Smart Card”means, in relation to a Subscriber, a card or other deviceissued by MSO to that Subscriber that, when enabled by aCAS and inserted in such Subscriber's Set Top Box, has thefunctionality of enabling such Subscriber's Set Top Box toreceive the Channels distributed by the MSO.[7]For MSOFor ZEEL

ZEEL – DACS VERSION 2 OF 2022 NTO-1 (03-03-2022)“Subscriber”means, a person who receives signals of Zee GroupChannels, from a MSO, at a place indicated by such personwithout further transmitting it to any other person and whodoes not cause the signals of television channels to beheard or seen by any person for a specific sum of money tobe paid by such person, and each set top box located atsuch place, for receiving the subscribed broadcastingservices, shall constitute one subscriber. For the avoidanceof doubt, it is hereby clarified that for the purposes ofcalculating the Subscription Fees, a Subscriber shall havethe meaning set out in ANNEXURE V.“Subscriber ManagementSystem” or “SMS”means a system or device which stores the subscriberrecords and details at the MSO’s end with respect to name,address and other information regarding the hardware beingutilized by the subscriber, Zee Group Channels or bouquetsof Zee Group Channels subscribed by the subscriber, priceof such Zee Group Channels or bouquets of Zee GroupChannels as defined in the system, the activation ordeactivation dates and time for any Zee Group Channel orbouquets of Zee Group Channels, a log of all actionsperformed on a subscriber’s record, invoices raised on eachsubscriber and the amounts paid or discount allowed to thesubscriber for each billing period by the MSO.“Subscription Fee”means the Fees payable by MSO to ZEEL for availing thesignals of Zee Group Channels on a monthly basis andcalculated as “ZEEL’s Share of MRP” multiplied by averageactive subscribers for any given month.“Tariff Order”means the Telecommunication (Broadcasting and Cable)Services (Eight) (Addressable Systems) Tariff Order, 2017dated 3rd March 2017“Television Channel”means Zee Group Channel, which has been grantedpermission for downlinking by the Central Governmentunder the policy guidelines issued or amended by it fromtime to time and reference to the term ‘channel’ shall beconstrued as a reference to “television channel”“Territory”means the territorial boundaries wherein ZEEL hasauthorised the MSO to retransmit the signals of Zee GroupChannels.“TRAI Regulations”means Interconnection Regulations, Tariff Order and QoS.[8]For MSOFor ZEEL

ZEEL – DACS VERSION 2 OF 2022 NTO-1 (03-03-2022)“Viewing Card”means the ZEEL approved viewing card to be used inconjunction with the Receiver Box in order for MSO toaccess and decode each of the Channels.“ZEEL’s share of MRP”with reference to a pay channel or a bouquet of pay channelsmeans the Maximum Retail Price (MRP) of Zee GroupChannel(s)/Bouquets less of Distribution Margin, payable bythe MSO to ZEEL for availing the signals of pay Zee GroupChannels or bouquet of pay Zee Group Channels, as thecase may be.All other words and expressions used in this Agreement not defined herein, anddefined in the Act and rules and regulations including TRAI Regulations as amendedfrom time to time or the Cable Television Networks (Regulation) Act, 1995 (7 of 1995)and the rules and regulations made thereunder, shall have the meanings respectivelyassigned to them in those Acts or the rules or regulations, as the case may be.2.TermThe “Term” of this Agreement shall be starting from till .Commencement of this Agreement would be considered from the date of execution ofthis Agreement by ZEEL or the date of activation of signals by ZEEL, whichever islater. In either case the Agreement shall terminate on .The Parties shall enter into new written Interconnection Agreement before the expiryof this Agreement. ZEEL will send a written notice to MSO at least sixty (60) days priorto date of expiry of this Agreement to enter into new Interconnection Agreement.Provided further that if the Parties fail to enter into new Interconnection Agreementbefore the date of expiry of this Agreement, ZEEL will disconnect the retransmissionof the signals of the Zee Group Channels on the expiry date of this Agreement.Provided further that the MSO shall, fifteen days prior to the date of expiry of thisAgreement, inform its subscribers through scrolls on its Platform:(i)the date of expiry of this Agreement(ii)the date of disconnection of signals of Zee Group Channels in event of its failureto enter into new interconnection agreement.In the event the MSO opts for downloading the Interconnection Agreement from thewebsite of ZEEL and signs the said downloaded Agreement, it shall be mandatory forthe MSO to send it to ZEEL within 7 days of signing. Such agreement shall be bindingonly after it is counter-signed by ZEEL and not otherwise. It is further clarified that anysigned agreement from the MSO shall not be legally binding if it is received after a newversion of RIO/ Interconnection Agreement is uploaded by ZEEL on its website. In the[9]For MSOFor ZEEL

ZEEL – DACS VERSION 2 OF 2022 NTO-1 (03-03-2022)event ZEEL modifies and uploads a revised RIO/ Interconnection Agreement on itswebsite, any unexecuted Interconnection Agreement shall be null and void.3.Territory3.1The MSO has been granted license by MIB to operate in the territory as mentioned in“ANNEXURE I Part (A)” (hereinafter referred to as “Registered Area”). Further, ZEELhas allowed the MSO to operate within the specific area(s)/cities as stated inANNEXURE I Part (B) (hereinafter referred to as “Authorised Area”).3.2It is further clarified that it shall be permissible for the MSO to distribute the Zee GroupChannels beyond the Authorised Area (“Additional Authorised Area”) by executing theAmendment Agreement for Additional Authorised Area as made available onZEEL’s website and by submitting the same to the designated person for that Areanamed in Clause 37 hereunder. The distribution of Zee Group Channels in suchadditional authorised areas can be done by the MSO after thirty (30) days from thedate of receipt of such Amendment Agreement for Additional Authorised Area byZEEL:Provided that such areas fall within-(a)the Registered Area of operation of the MSO; and(b)the states or union territories in which the MSO has been permitted to distributethe signals of television channels under this Agreement.On execution, the Amendment Agreement for Additional Authorised Area shall bedeemed to be an integral part of this Agreement.In the absence of thirty (30) days advance notice by way of execution of theAmendment Agreement for Additional Authorised Area referred herein

System (i.e. CAS, SMS and other digital equipment) being used by the MSO for distribution of TV channels does not meet the requirements specified in ANNEXURE X of this Agreement, it shall inform such MSO and the MSO shall get the addressable system audited by any auditor empanelled by the Telecom Regulatory Authority of