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TATA TELESERVICES LIMITED

AGREEMENT REOUEST

FACE SHEET

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FACE SHEET DETAILS

Requesters Name and Function

Purpose of Agreement

Scope of Agreement £<LA~

Commercial Value of the Agreement

Term (term of the Agreement) «|-«^-.'V/4 -tb 3a. ot."Ul:

Other significant understanding including terms andconditions of the Agreement

Has this been approvedby the business finance (Y/N)?(Pleaseattach the note for approval)Vendor's Name nb •to\a*Mj5v>~jl. t-Jj^^jv^-^.Vendor's Registered Office Address

Nature of Agreement : Channel Partner Agreement /Service Provider Agreement / Product PurchaseAgreement / NDA / CLA / PBPC/ VAS / OtherIs TTL Standard Agreement Template used (Y/N)?

If TTL Standard Agreement Template not used, pleasespecify reasons for deviations

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«_ Team

Name of Initiator: r^rr. t-i/V^-L. • fl2)SCMTeam v-ty^ d^aui^. tJ^ jJL+L aJ-ijj^~,Name of Approver:

Signature: /? .^^to^Employee Code: /"^/r^fcDesignation: fifeffe*)- /H^>v^Date: Vg. ] o<2>\ <2.o )C °

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Name of HOD:: T'Yr, S~V\r~y. ft-Signature:

Employee Code: \ ^ijC^Designation: —j c

Date:

Signature:

Employee Code:Designation:

Date:

3) Finance Team

Name of Approver:

Signature:Employee Code:Designation:

Date:

(if the agreement is executed in circle)Name of CCO:

Signature:

Employee Code:Designation:

Date:

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This Service Agreement (Agreement) is made and executed at Hyderabad on 11th day of Aug-2016.

By and Between

TATA TELESERVICES LIMITED, a company incorporated under the provisions of the Companies Act 1956,

having its registered office at Jeevan Bharti, 10th Floor, Tower-I, 124, Connaught Circus, New Delhi- 110001

and corporafe office at A, Eand F Blocks, Voltas Premises, T.B. Kadam Marg, Chinchpokli, Mumbai - 400033

(hereinafter individually referred to as "TTL", which expression unless repugnant to the context herein shall

mean and include their respective successors in interest and permitted assigns of the ONE PART).

AND ' ^V "I

M/s. Touch Tone Teleservices, a Proprietary Firm and having its registered office at

..H^?\?.£:3.\| Represented by it proprietor (hereinafter referred to as "Vendor", which expression unless

repugnant tathe context herein shall mean and include its successors in interest and permitted assigns) of

the OTHER PART;

(TTL and Vendor are hereinafter collectively referred tqjtsJTarties" and individually as a "Party")

WHEREAS

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A. TTL is in the business of providing telecommunication services and other value added services in

various states/telecom circles in India.

B. Vendor is engaged in the business ofInstallation and Repair Activity.

C. TTL is permitted by the OEM (defined below) of the OEM Products (defined hereinafter) offered alongwith TTL telecom services, to provide necessary after sales support (warranty & non-warranty

support) to the end customers.

D. In this regard, TTL intends to service its customers by offering site survey, installation, re-installation,

shifting, fault repair &retrievals, warranty and non warranty support services in respect of the OEM

Products..

E. Vendor has represented to TTL that it has the relevant resources and experience and is currently

engaged in the provision of the services as required by TTL pursuant to recital D, toa large number of

persons/parties.

F. Based on the representations of the Vendor, TTL has agreed to avail and the Vendor has agreed to

provide site survey, installation, shifting, fault repair, retrieval, upgrade and warranty and non-

warranty services (hereinafter "Service/s") in respect of the Products (defined hereinafter ), on the

terms and conditions appearing hereinafter.

NOW THEREFORE, IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETOAS FOLLOWS:

DEFINITIONS

"Accessory (ies)" means batteries, chargers, antennae, handset assemblies, modem, routers etc

"Asset Stock" means stocks owned by TTL.

"BRI" means basic rate interface

"Class of Town" means the towns classified as Class- A, B & C, based on service deliverables. The details are

set out in Secluded-VII.

"CRM" means customer relationship module of TTL

'DEL" means direct exchange line

DLC" means domestic leased line

'DSL" means digital subscriber line

"FCR "means fault completion report.

"FWP / FWT" means fixed wireless phones and terminals.

"HSIA" means high speed internet access, CDMA 3X wireless data cards.

"ICC" means I-Care centers providing walk in support to customers

"ILL" means internet leased line

"ISDN means integratedservice digital Network

"In Warranty "means the warranty as per terms &conditions, as stipulated by OEM from time to time.

"ICR/WCR" Installation/workcompletion Report

"LCM" means local call monitor

"LL" means leased line

"MPLS" means multiple protocol label switching

"MTTR" means mean time to resolution.

"NIU" means network interface unit comprising of FWP, FWTetc

"NPLC" means national private leased circuit

"OEM" means original equipment manufacturer.

"OEM Products" mean Wireless Products and Wireline Products

"Out Of Warranty" means out ofwarrantyas per terms &conditions, as stipulated byTTL from time to time.

"Overall Field SLA/CMI*" means the overall time for resolution ofcustomer complaint from the instance of

the dispatch of the complaint in the field and shall include any routing to other stakeholders like TTL

network team, TTL CSO team, TTL testing team etc.

"Products" mean OEM Products and Nelco Products

"PARSEC" means Smart voice phone and data product.

"PCO" means Public Call Office

"Personnel" means all manpower deployed by the Vendor for providing support to customers as per the

terms of this Agreement. The Personnel shall include both field engineers as well as backend manpower as

mandated for Vendor organization as per Schedule II.

"PRI" means Primary Rate Interface

"Road Warrior" means Wireless Internet data solution.

"RUIM" means removable user identification module (SIM).

"SBT" means smart bus tracking device.

"SHS" means smart home surveillance device.

"Service Stock" means bare FWP / FWT, Photon, Accessories, modems, routers, convertors, telephoneinstruments, DP boxes/modules and any such Product stocks to be used for replacement to customer during

support operations.

"SLA/CMI*" means the service level agreement set out in Schedule III

"STM" Service ticket management application installed on Tablets carried by Field En

FCR/ICR online

gineers for closing

"Tail SLA/CMI*" means the overall time for resolution of customer complaint from the instance of expiry of

overall field SLA/CMI*.

"Trouble Ticket" (TT) means service request (SR) for technical complaints, retrieval, or preventive

maintenance etc.

"Unproductive Calls" means calls made by Personnel to call closure helpline of TTL for issues other than TT

closure, remarks updation, ESN change and A-key related issues.

"V-DATA" means CDMA IX wireless data card.

"V SAT" means very small aperture terminal

"Web-tool" means I-Care in house service management system

"Wireless Products" means FWP, FWT, CMO, SIM/RUIM, V-DATA, HSIA, Blackberry, EPABX, Road Warrior,

PARSEC, PCO (Billing Machine, CCB, and LCM), Telephone Instrument, Xpress VPN, SBT and SHS etc

"Wireline Products" means DEL, DSL, PRI, BRI, ILL, MPLS, DLC and NPLC etc.

NOW THEREFORE THE PARTIES HERETO HAVE AGREED AS FOLLOWS:

1. SCOPE OF AGREEMENT

1.1 The Vendor agrees and undertakes that it shall provide Services as per the Scope of Service set out in

Schedule-I in the state of Andhra Pradesh and Telangana only, SLA/CMI* set out in Schedule III,

payout and commercials set out in Schedule IV and other terms of the Agreement including General

Conditions of Contract (GCC) set out in Schedule-IX. The Vendor shall deliver the Services under the

various Purchase Orders that shall be released under the Agreement from time to time. The Purchase

Orders shall be in line with the terms of the Agreement. All the schedules and aforesai4=iurchase

Orders shall form part of this Agreement.

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1.2 The Vendor acknowledges that TTL is following "Tata Code of Conduct" in conducting its business andbeing associated with TTL; Vendor agrees to follow the principles of "Tata Code of Conduct" andensures that its personnel also adhere to the same. The Tata Code of Conduct is attached as Schedule Xto the Agreement.

2. TERM

2.1 Notwithstanding anything contained in GCC, this Agreement shall be valid for a period of one yearfrom 01.07.2016, unless terminated inaccordance with the provisions ofthis Agreement.

3. SECURITY DEPOSIT

3.1 In providing the Service, TTL not taking any Security Deposit from the Vendor.

4. INFRASTRUCTURE

4.1 The Vendor will maintain the following minimum infrastructure for smooth operations as per ScheduleVI:

• Offices as well as stores at all locations, as mandated by TTL.• The office shall be furnished with power backup and shall have all tools/equipment for proper

working.• Computers/laptops along with Tata Photon &internet connections for accessing TTL system and

tools.

• Laptops along with Tata Photon &internet facility to be provided to field engineers for Installation &repair as applicable.

• TTL landline or walky lines for its offices and stores. However where TTL is connectivity is not there,Vendor may takelandline or walky lines from other service providers upon approval ofTTL.

• TTL mobile phone connections for all of its field engineers and team leaders. However where TTL isconnectivity is not there, Vendor may take mobile connectivity from other service providers uponapproval of TTL.

• Tools &test equipments as per Tool Kit details set out in Schedule VII.

4.2 TTL hereby allows the Vendor a limited use of TTL logo on its receipts and glow sign boards toidentify the vendors as authorized vendors of TTL for the purpose of Services and Vendor agrees andundertakes that it shall use the same only for the limited purpose of Services and in the mannerdirected by TTL.

5. PERSONNEL

5.1 For the effective delivery of the Service by the Vendor, it is suggested that the Vendor will maintainthe organizational structure as per Schedule-II with respect to its Personnel.

There will be separate dedicated supervisor / field engineers for each line of business like Mobility&Enterprise Business - Wireline/ Wireless, while the manager & store in charge can be a sharedresource. In some cases, the supervisory manpower may be kept common subject to approval_o£TTL.

52 For each business line, the dimensioning of the Personnel will be as per the above referredorganizational structure and as per the norms of productivity/KPI of field engineer as defined by TTLin Schedule IV and as amended from time to time to ensure closure of calls within defined SLA/CMI s

5.3 The Vendor will ensure that the Personnel possess requisite skills to perform the tasks required asper this Agreement

5.4 The Vendor shall hire &retain only such personnel who qualify the certification process

5.5 The Vendor shall ensure that all the field engineers visit customers in uniform and carry Identitycards, as prescribed byTTL from time to time.

56 The Vendor shall bear all the costs towards the uniform, tool kit, mobile phones/Tablets, laptops, datacards, &any other critical tools of the field engineers and make the same available to its fieldengineers.

5.7 The Vendor shall be responsible for the payment of salaries and other statutory dues of the Personneland will make best efforts to make the payment latest by fifteenth of every calendar month.

5.8 The Vendor shall make Provident Fund & Insurance cover arrangements for all its Personnel,complying with terms &condition set in GCC (Schedule- IX)

6. WORKING HOURS

6.1. The Vendor shall provide 24x7 service to customers with respect to specific Products such as PRI / LL/ ILL, DLC, NPLC and MPLS, Road Warrior and any other products as decided by TTL from time to

time.

7. ACCESSORIES/CONSUMABLES

7.1 The Vendor undertakes to buy Accessories and consumables like conduit, flexible wires etc as

required from TTL authorized sources only

7.2 TheVendor shall bill the Accessories/ consumables to customersat rates strictly prescribed byTTL.

7.3 The Vendor shall ensure that Accessory details are scanned and uploaded in the Web- tool before

consumption of the same in the field.

7.4 2-3 % of consumable items like cables/jumper wires etc of the monthly issued quantity can be

considered as write off.

8. REPLACEMENT FROM TTL WAREHOUSES

8.1 The Vendor shall submit regular claims to TTL for replacement / reimbursement of Accessory /consumables as per policies mandated by TTL from time to time.

8.2 TTL reserves the right to reject replacementprovided.

mbursement, in case supporting det

83 The Vendor shall be responsible for proper packing in the manner that will protect the faulty Servicestock against any damage during transit to &from TTL warehouse as well as ensuring that the ServiceStock has minimum possible transit delays, failing which TTL reserves right to penalize Vendor as perSchedule -V.

OVERALL KPI ADHERENCES

The Vendor commits to resolve customer technical complaints / installations requests / relocationsrequests / retrieval requests etc within the overall KPI requirement, as per the customer segment &severity levels defined in Schedule III.

9.2 TTL reserves the right to amend these requirements from time to time.

9.

9.1

10. STOCK QUANTITY /RETURN/ RECONCILIATION

10.1 The Vendor shall keep Service stocks for installationand repair.

10.2 The Vendor further undertakes to return faulty Service stocks to warehouses on regular basis and

seek replenishment from TTL warehouses against such stocks.

10.3 The Vendor shall reconcile the stocks with TTL warehouses regularly on need basis.

11. QUALITY ASSURANCE

11.1 The quality of closure shall be based on the following:

• SLA/CMI* / CMI /MTTR Adherence (as applicable)• Repeat complaints• COI

12. PAYMENT STRUCTURE

12.1 The Vendor shall be paid on monthly basis as per the agreed payment structure set out inSchedule IV.The payment will be released byTTL subject to compliances bythe Vendor as listed out in GCC.

12.2 The payout shall be based on the system generated reports. TTL reserves the right to approve orreject any exceptions to the above reports.

12.3 The Vendor shall make separate monthly invoice for each business unit of TTL. The cost of commonsupervisory resources shall be shared among the line of businesses of TTL, as communicated by TTLto Vendor from time to time.

12.4 The payout for the first month of operation only shall be 100%, irrespective of the SLA/CMI* andquality score achievement.

12.5 TTL shall reserve the right to give exclusions on KPI performance of Vendor, where the reasons of non

performance are beyond the Vendor's control

13. TAXES

13.1 Income-tax: All payments pursuant to this Agreement shall be subject to tax deduction at source (TDS)under the Income Tax Act, 1961 (Act), as applicable from time to time and TTL shall issue applicableTDS certificates showing the details of such deductions at the periodicity permitted by the Act, so thatthe Vendor can claim credit for such deductions.

13.2 Service Tax: Service tax would be charged by the Vendor wherever applicable. The Vendor herebyirrevocably declares and undertakes to register itself under the Service Tax legiSLA/CMI*tion asapplicable under the relevant service and execute such documents and provide such information anddocuments and other co-operation and assistance as requested by TTL in order to enable TTL to claimrebate/credit for service tax paid by TTL to the Vendor pursuant to this Agreement.

13.3 Both Parties undertake to indemnify and to hold the other Party harmless against any loss, expense

and increase in costs incurred by other Party as a consequence of default on the part ofthe Party in

discharging its obligations for payment of any taxes, duties, levies and other charges for which it isresponsible under this Agreement and in law.

13.4 In case of change in taxation laws due to any amendment, insertion, overruling or substitution of anyprovision or enactment of any new tax laws which would have an impact on the transaction, whetherdue to tax compliance, statutory requirement, disclosure etc. the service provider shall provide fullsupport by providing requisite information / documents / details / certification to TTL to meet out itsstatutory requirements orcompliances ordisclosures as required by the amended tax laws.

14. TTL'S RIGHT OF TERMINATION

14.1 In addition to the right of termination provided under the GCC, TTL reserves the right to terminate

this Agreement without assigning any reason, by giving advance notice of thirty (30) days to the

Vendor.

15. FORFEITURE OF SECURITY DEPOSIT

15.1 TTL shall have the right without any objection from the Vendor, to forfeit the Security Deposit of the

Vendor in case of the Vendor terminating the Agreement without any assigning reason.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and place writtenbelow.

SIGNED, DECLARED AND DELIVERED BY

TATA TELESERVICES LIMITED

BY ITS AUTHORIZED REPRESENTATIVE:

Signature:

Name:

Designation:

Date:

Place:

WITNESS:

Signature:

Name:

Address:

And

BY ITS AUTHORIZED REPRESENTATIVE:

Signature:.

Name:

Designation:

Date:

Place:

WITNESS:

Signature:

Name:

Address:

9

Schedule I

Scope of Service

The following scope ofService ofthe Vendor is indicative:

A. Site Survey before installations:

1) Visiting customersite for site survey2) Ascertaining the exact status ofsite.3) Feasibility checking for last mile connectivity.4) Communicating the site requirements to customer5) Sign offon the checklist by the customer

B. Installation & Re-installation:

1) Collecting the work order for installation from TTL.2) Checking the details mentioned in the work order like installation address &contact number.3) Coordinating with customer &checking availability of the customer for installation process.4) Jumpering at each network element to make the line connected till customer end for wireline.5) Executing the installation, testing and commissioning in coordination with relevant teams.6) Keeping the records of job sheet Installation Report (IR) as per Schedule VIII, after User

Acceptance Test and scanning and maintaining records for the same for verification by TTL.7) Maintaining the record ofconsumption of material for installation8) Maintaining inventory for installation.9) Delivery of telephone instrument if requested by customer post installation /activation on PRI

cases.

C. FaultRepair (Complaint Management):

1) Handling the calls routed through TTL CRM / I&R Web-tool or email received from TTL.2) Assigning the customercomplaint to field engineers as per designated area3) Outcall the customer to confirm visit of field engineer4) Resolving customer complaints by repair/replacement / configurations of TTL equipments, as

required during fault rectification.5) Call closure afterclose looping with customer &backend. (Wherever applicable).6) Updating Backend for stock consumption / replacement details in CRM /Web tool, as applicable.7) Keeping the records of Fault Completion Report (FCR) as per Schedule VIII (applicable for

Corporate Business only), FCR to be closed in STM as well8) Maintaining Service Inventory subject to availability in TTL warehouses.9) Replacement of Accessories & recovering its cost from customers as per Service Policy

Replacement of defective NIU with working NIU at the customer premises and charging thecustomers for such replacement as per relevant service policy.

10)Update GIS tags where ever it is required

D. Retrieval /Upgrade

1) Handling the calls routed through relevant system/ emails.2) Assigning the retrieval /Upgrade calls to field engineers as per designated area.3) Out calling the customer to confirm visit of field engineer4) Retrieving the required equipments as mentioned on Retrieval Service Request.5) Upgrading the required equipment as per Ungrade Service Request.6) Submitting the retrieved equipments wUstfjpfejran^docurnents at: designated locati

^V

E. Preventive Maintenance (as & when mandated)

1) Handling the preventive maintenance calls routed through relevant System/ email2) Visiting mandated customer site and do the preventive maintenance.3) Resolving customer complaints by replacement / configurations of equipments, in case required

during fault rectification.4) Providing Service reports as &when required

F. Service Melas/Camps (as &when mandated)

1) Visiting mandated customer site and participate in service melas/camps.2) Resolving customer complaints by replacement / configurations of equipments, in case required

during fault rectification.3) Providing Service reports as &when required byTTL.4) Providing service mela /camp performance tracker to TTL.

G. I-Care Center Operation

1) Deploy engineers at I-Care center, as per TTL recommendations, for providing Services to walk-incustomers

2) Rental payouts for I-Care center, wherever applicable &as per TTL recommendations.3) Ensure adequate availability ofstock ofAccessories and Products at I -Care center.

11

Schedule II

Organization Structure - (Indicative)

Operation Manager

r 1

Supervisor -

Mobility

Supervisor -

Enterprise

Store Keeper (AilProduct]

r

Field Engineer KC

Field Engineer

Field EngineerWireline

Field Engineer -Wireless

Personnel Selection. On-Boarding & Ongoing Certification

• All the field Personnel shall be shortlisted by the Vendor.• The shortlisted candidates shall have to appear and pass the online assessment conducted by the

Vendor.

• TTL has the rights to amend Partner Organization Structure and is Subjective.• The final selection and salary finalization of the Personnel shall be done by Vendor based on the

performance in online test and subsequent assessment conducted by the Vendor.

Responsibilities of various Stake Holders (Indicative!

Manager to be responsible for the following

• Quality assurance norms for installation and repair as set out in clause 11 above• Availability of Personnel & Infrastructure.• Trainings & certifications of Personnel.• Reports as per TTL requirements

• Storing and maintaining IR & FCR reports for 6 (Six) months, from the date of relevant acti• Analysis of fault received and closure trends.• Material availability in each zone/circle.• Performance review with TTL team.

• Complaint closure as per customer satisfaction• Timely submission ofmonthly bills

Supervisor/Dispatcher tohe responsible for the following

• Assigning ofsite survey installations, complaints and retrievals to area wise field Personnel.• Personnel availability in all zones/circles as perthedimensioning.• Engineer availability in I-Care center asdirected by TTL• Complete Tool Kit, spares &Accessory availability with all I-Care center engineers.

Field Engineer to be responsible for the following

• Installation / commissioning ofwire line/wireless connections.• Fault repair of wire line /wireless products and complaint closure of as per customer satisfaction• Quality assurance norms for installation and repair as set out in clause 11 above• Preventive maintenance (if required)• Retrieval of equipment

I-Care Center engineer shall be responsible for the following

• Fault repair of walk-in customers.• Quality assurance norms for repair as set out in clause 11 above• Complaint closure as per customer satisfaction

Store Keeper shall be responsible for the following

• Replacement for all the defective stocks from warehouse with faulty tag.• Stock requirements and consumption reports.• Stock reconciliation with TTL warehouse.

13

Schedule III

SLA/CMI* (Service Level Agreement)A. SLA/CMI* targets for Technical Complaint Handling fMobility Business):

SLA/CMI* Targets - Mobility Tech Complaints Handling (Walky, Photon, 3G &PCO)A - Class

Towns

B - Class

TownsProducts

Technical Complaint Handling(Except- Prepaid 3G)Technical Complaint Handling(Except- Prepaid 3G)Technical Complaint Handling[Prepaid 3G)Retrieval of equipment

Segment

Gold & New

Others

All Segments

Measure

Working Hours 12 18

Working Hours 18 24

Working Hours 36

Working Hours 72

C - Class

Towns

24

48

The above Mobility SLA/CMI* targets shallapply for both onsite and walk-in support also.

Note: The above class of towns (A, B&C) is as defined in Schedule-VIII

B. SLA/CMI* targets for Installation &Technical Complaint Handling fCorporate Business):

SLA/CMI* Targets - Enterprise Business (Wireless Voice & Data Products)

Activity Measure

A - Class Towns B - Class Towns C - Class Towns

SLA/CMI*

Tail

SLA/CMI*

SLA/CMI*

Tail

SLA/CMI*

SLA/CMI*

Tail

SLA/CMI*

Installation Running Hours 24 48 24 48 24 48

Technical Complaint Handling(Except- Road Warrior)

Working Hours 4 16 8 20 12 24

Technical Complaint Handling(Road Warrior)

Running Hours 4 16 8 20 12 24

Retrieval of equipment* Working Hours 48 72 48 72 72 96

SLA/CMI* Targets - Enterprise Business (Wireline Voice Products)Activity Severity Measure SLA/CMI* Tail SLA/CMI*

Site Survey - Working Hours 24 48

Installation - Running Hours 24 48

Technical Complaint HandlingCritical Running Hours 4 12

Major Running Hours 5 16

Minor Running Hours 6 24

Retrieval of equipment* - Working Hours 48 72

SLA/CMI* Targets - Enterprise Business (Wireline Data Products)Activity Severity Measure SLA/CMI* Tail SLA/CMI*

Site Survey Working Hours 24 48

Installation Running Hours 24 48

Critical

Technical Complaint HandlingRunning Hours

Major Running Hours12

16

Minor Running Hours 24

Retrieval of equipment* .j^ogfelng Hours 48

* Retrieval SLA/CMI* start from post confirmation

(HYDERABAD)*!