Publication of Reference Interconnection offer by 9X Media Private Limited pursuant to Regulation 7 of The Telecommunication ( Broadcasting and Cable) services Interconnection (Addressable systems) Regulations, 2017 on a without prejudice basis. Without prejudice to the outcome of the cases pending before the Hon’ble Madras High court 9X Media Private Limited makes this publication of Reference Interconnect Offer on its website. 9X Media Private Limited reserves its rights to suitably modify the Reference Interconnection Offer. REFERENCE INTERCONNECT OFFER Parties 9X Media Private Limited, a company incorporated under the Companies Act, 1956, having an office at Solaris D, 5 th Floor, Saki Vihar Road, Powai, Mumbai 400 072 (hereinafter referred to as “9X” which expression shall unless it be repugnant to the meaning or context thereof, be deemed to include its successors and assigns) of the ONE PART; AND (M/s): __________________________________________ (hereinafter referred to as the “ Distributor” or “Distributor of Television Channels” which expression shall unless it be repugnant to the meaning or context thereof, be deemed to include the heirs, executors and administrators in the case of a sole proprietorship; the successors and permitted assigns in the case of a company; the partner or partners for the time being and the heirs, executors and administrators of the last surviving partner in the case of a partnership firm; and karta and coparcenors in the case of a Hindu Undivided Family (“HUF”)] of the OTHER PART. 9X and the Distributor are hereinafter individually and collectively referred to as “Party” and “Parties” respectively. 1. Term Date of Execution:___________ The term shall be for a period of one year from ___________to_____________ unless terminated earlier in accordance with the Agreement. 9X shall at least 60 days prior to the date of expiry of the term give notice to the distributor to enter into new agreement, however, in case the parties fail to enter into new agreement before the expiry of the existing agreement, 9X shall not make the signals of television channels available on expiry of the existing interconnection agreement. 2. Area ‘Area’ shall mean the services related to subscription to and distribution of 9X Channels under this AGREEMENT for area which covers____________only. 3. 9X Channel(s) ‘9XM’ , 9X Jalwa, 9X O and ‘9X Jhakaas’ 9X Jalwa, 9X Jhakaas & 9XO ( Free to Air Channels) The Channel(s) under this AGREEMENT shall be transmitted continuously on the Distributor’s platform upon receipt of signal from 9X without interruption, editing, interference or alteration, except as necessary to distribute the signals of the 9X Channels as part of the digital distribution system (e.g., digitization, encryption, compression etc). 4. Rights a. 9X Channels are being provided on non-exclusive basis for the Term. b. Except as specifically provided in the AGREEMENT, all rights to 9X Channels and its contents are specifically reserved to 9X, as appropriate, and may be freely exercised and exploited by it by any means and in any manner whatsoever. c. The Distributor under this Agreement shall distribute 9X Channels only to Subscribers. d. It is clarified that the 9X Channel(s) are being provided by 9X to the Distributor solely on the basis of and in reliance of the representations, warranties and declarations made by it. If the Distributor fails to adhere to its obligations mentioned in this AGREEMENT, it shall be deemed to have unauthorized access to the 9X Channel(s) and 9X shall be entitled to terminate the Agreement and disconnect/deactivate the 9X Channel(s) in addition to any other legal or equitable remedies available to it. e. Distribution permitted to STBs or other similar reception device expressly approved in writing in advance by 9X. Mobile, broadband, PC, Internet, wireless, satellite and all other non television equivalent rights not granted herein are expressly withheld by 9X. 5. Delivery and a. All 9X Channels must be delivered by Distributor to subscribers in a securely Security encrypted manner and without any alteration. b. The uplink specifications, satellite capacity and infrastructure allocated by Distributor in respect of the broadcast signal of the 9X Channels by Distributor to its subscribers shall be no worse than that of the broadcast signal of any other channel within the same genre on its distribution platform. 6. Fee a. Within seven days of end of each month, the Distributor shall provide the monthly subscription report as per the format provided in Schedule VII of The Telecommunication (Broadcasting and Cable) Services Interconnection ( Addressable Systems) Regulations 2017. The said format is attached herewith as Annexure B. In case the Distributor fails to send the monthly subscription report within the said period of seven days, 9X shall have the right to raise a provisional invoice which shall be for an amount increased by ten percent of the amount of immediate previous month and the Distributor shall be under obligation to pay the fee on the basis of such provisional invoice in accordance with the terms of this clause. the parties shall carry out reconciliation between the provisional invoice raised by 9X and the final invoice on the basis of the monthly subscription report sent by the distributor within 3 months from the date of issuance of such provisional invoice. The a-la-carte “Maximum reltail Price” per Subscriber is set out in Annexure A to this Agreement. The rates mentioned in the Annexure A to this Agreement, as referred to above, are exclusive of all taxes and levies. 7. Calculation of Fee / 9X’s share of MRP: The fee or the 9X share of Maximum retail price for ala carte channel shall be calculated as follows:- Average Subscriber base ( Arrived basis Schedule VII stated below) multiplied by the MRP of the channel Less: Distribution fee Rs. Less: Discounts (if any ) Rs. Fee payable by Distributor Distribution fee for the purposes of this agreement shall mean the fee payable to the distributor by 9X for the purposes of distribution of ala carte channel(s) which shall not be less than 20% of Maximum retail Price. Payment of 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. Payment Terms 8. a. The Monthly Fee shall be paid monthly in arrears within fifteen (15) days of receipt of invoice raised on the basis of report of the Distributor by 9X without any deduction except deduction of withholding tax/TDS as provided in this Agreement. b. The Distributor 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 Distributor shall constitute a material breach hereunder. Late payments shall also attract interest calculated from the date payment was due until the date payment is made in full at a pro rata monthly rate of 18%. The imposition and collection of interest on late payments does not constitute a waiver of the Distributor’s obligation to pay the Fee by the Due Date, and 9X shall retain all of its other rights and remedies under the Agreement. c. All Fee payments hereunder are exclusive of all applicable indirect taxes including all and any service taxes, VAT, works contract taxes, customs duties, excise duties, entertainment taxes and other such taxes. All such taxes shall be at Distributor’s cost and will be charged at the prevailing rates by 9X to the Distributor. d. If payment of the 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 Distributor shall provide tax withholding certificates to 9X within such period as has been specified in the Income Tax Act/ Rules/ Notifications/ Circulars issued thereunder. e. 9X shall, supply or cause to supply the ‘Integrated Receiver Decoder and/or viewing card ’, on mutually acceptable basis. 9. Undertakings by the a. The Distributor provides an undertaking that it has all necessary licenses Distributor and permits / permissions required under the Applicable Law(s) for distributing the 9X Channels. The Distributor undertakes that it shall keep its License in full force at all times during the Term of the Agreement. Where such License expires and is not renewed during the continuance of this Agreement, 9X shall be entitled to terminate this Agreement. Distributor further undertakes and warrants that it shall obtain the requisite licenses from the music societies and, or, concerned authorities in the area if required, and shall be liable to pay any license fee and royalty in relation to such licenses. b. The Distributor provides an undertaking that it shall comply with all relevant Regulations, Directions, Orders and Guidelines introduced by TRAI/ Government, from time to time; c. Distributor undertakes that its distribution platform meets the addressable system requirements as specified in Schedule III of The Telecommunication (Broadcasting and Cable) Services Interconnection ( Addressable Systems) Regulations 2017 under Annexure C. d. The Distributor agrees and undertakes to distribute the 9X Channel(s) in its entirety as and how it is delivered by 9X, without (i) any cutting, editing, dubbing, scrolling or ticker tape, voice-over, sub titles, substituting or any other modification, alteration, addition, deletion or variation; and, (ii) replacing, modifying, deleting, imposing or superimposing of advertisements or otherwise tampering with the content of the 9X Channel(s). Provided that Distributor may use its watermark on 9X Channel(s) while distributing same through its platform. e. The Distributor further undertakes that it shall not do any act that violates rights of 9X Channel(s) provided under the Agreement and the rights of owners and producers of the programmes shown on these 9X Channel(s).