Partner/HRA/2008/SD

Agreement for Refurbished Equipment

This Rental Agreement (Agreement ) is made on this ____ day of ____________ 2010, (Effective Date) between ., a
company incorporated under the Companies Act, 1956 and having its registered Office at . and Corporate Office at (the
Partner which expression shall unless repugnant to the context thereof include its successors and assigns); and Mr./ Mrs/
M/s._____________________________________ having its place of business/ Residence at ____________________________________________
______________., (the Customer).

The Partner has agreed to lease to the Customer certain satellite communication equipment which belongs to Partner subject to the conditions set forth in this
Agreement.

NOW, THEREFORE, in consideration of the promises and premises set forth in this Agreement and other good and valuable consideration the receipt and
sufficiency of which is hereby jointly acknowledged, the parties hereto ( Parties) agree as follows:

1. EQUIPMENT LEASE
In consideration of the rent set forth in this Agreement, the Partner hereby leases to the Customer and the Customer hereby hires and leases from
the Partner the refurbished satellite telecommunication equipment consisting of one VSAT Indoor Unit, one antenna set, one VSAT outdoor
unit(radio), one set of cable & connectors on an as is where is basis (hereinafter, with all replacement parts, additions, repairs and accessories
incorporated therein and/or affixed thereto, the Equipment). for a period of 60 months from the Effective Date (Lease Term) and to be delivered
at the following site which is owned/ rented by the Customer. The Customer shall provide all the necessary documents including road permits etc.
required for the movement of Leased Equipment with IDU Serial Number and ODU Serial Number . from
Partner for the site with details mentioned as below :-

Address :

City: ...., State:. .PIN Code: ..

2. ACTIVATION CHARGES, MONTHLY RENT, SECURITY DEPOSIT AND REFUND

2.1 The Customer agrees to pay during the Lease Term the total charges as specified in Schedule II Payment & Charges without any deduction or
abatement, irrespective of whether the Equipment is in actual use by the Customer or is working and/or in use for one or more shifts or not, or is
under repairs or maintenance or replacement for any period whatsoever. The rent which is exclusive of all taxes, if applicable, shall be paid monthly
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in advance on 7th of every month . The monthly charges for the Equipment shall commence from the date of installation of the Equipment which shall
be evidenced by the Installation Certificate issued by the Partner. The Customer shall continue to pay monthly charges at the rate specified in this
Agreement until the Leased Equipment has been safely and in its entirety delivered at the Partners premises as specified in Schedule II Payment
& Charges
2.2 The Customer agrees to pay a non refundable one time charges as mentioned in Schedule II Payment & Charges with the Partner on the
execution of the agreement . In the event of termination of the Agreement the security deposit shall be refunded to the Customer as mentioned in
Schedule II . In the event the agreement is terminated , Partner has the right to take back the equipment. In such cases, Customer should provide a
no objection certificate to the Partner for Partner or its authorized representative to enter customer premises and take back the equipment.
2.3 All the charges as mentioned in Schedule II Payment & Charges or elsewhere are exclusive of taxes. All taxes existing or new, including but not
limited to Service Tax, Sales tax etc shall be charged to the Customer as per the applicable rates.

This Agreement shall be subject to the terms of this Agreement and the Schedules that are incorporated herein by reference and form part hereof.

I : Standard Terms and Conditions

II Payment & Charges

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized representatives as on the
date first written above.

Partner Name [Name of the Customer]

Sign:_______________ Sign:_______________
Name: ___________ Stamp Name: ___________ Stamp
Title: _____________ Title: _____________

WITNESSES ___________________ WITNESSES _________________________

Name : Name :

Schedule - I : Standard Terms and Conditions

1. INDEMNITIES
The Customer shall indemnify, defend and hold harmless the Partner and its affiliates, subsidiaries, officers, directors, employees and advisors from and against any and all claims, suits,
proceedings, losses, damages, diminution in value, liabilities and costs (including attorneys fees) that arise out of or result from:(a) any failure of the Customer to comply with any of the
provisions of the license(s); (b) any contravention by the Customer of laws or regulations; or (c) the actual or alleged use, delivery or transportation of any of the Leased Equipment or its
location or condition.
2. CONFIDENTIAL AND PROPRIETARY RIGHTS
Confidential Information" shall mean and include any and all information disclosed by one Party to the other in a written, oral or other tangible form. The Parties agree to treat and maintain as
Confidential and Proprietary all Confidential Information furnished by the Parties pursuant to or in connection with this Agreement. Both parties shall keep strictly confidential the terms of this
Agreement including the financial terms and shall not disclose such information to any third parties without the prior written consent of the other Party.
3. RIGHTS AND OBLIGATIONS
3.1 All of the Leased Equipment are provided AS IS. The sole remedy to the Customer for breach of the foregoing warranties is the repair or correction by the Partner of such non-conformity.
Except as expressly provided herein ,the Partner makes no representation or warranty, either express or implied, as to the fitness, design or condition of, or as to the quality or capacity of the
material, equipment, purpose or workmanship of the Leased Equipment, nor any warranty that the Leased Equipment will satisfy the requirements of any law, rule, specification or contract, it
being agreed that all such risks as between the Partner and the Customer are to be borne by the Customer at Customers sole risk and expense. By accepting the Leased Equipment, the
Customer shall be deemed to have examined the same and the Customer shall not at any time have claim against the Partner. The Customer agrees that, except as expressly provided in this
section, the Partner shall have no liabilities or obligations under warranty to Customer for damages arising out of in connection with the delivery, use or performance of the leased equipment.
3.2 Notwithstanding any other provision of this Agreement and irrespective of any fault or negligence, the Partner shall not be liable to the other for any indirect, reliance, special, punitive,
consequential, exemplary or incidental damages (including without limitation damages for harm to business, lost revenues, lost sales, lost savings, lost profits (anticipated or actual), loss of
use, and claims of third parties), regardless of the form of action, whether in contract, warranty, strict liability or tort or any other legal or equitable theory arising out of or in connection with this
Agreement, even if a party has been advised of the possibility of such damages. In no event shall the Partner be liable for any damages arising out of or in connection with this Agreement or
the Services in excess of the amounts paid by Customer during a period of 12 months preceding the date of the Customers written notice by which the Customer informs the Partner of having
suffered any such damage hereunder
4. TERMINATION AND EFFECT OF TERMINATION
4.1 This Agreement shall come into force on the date of execution mentioned herein and shall continue and remain in effect until the Term; provided, however, that (a) the Partner may terminate
the agreement and this Agreement immediately upon written notice of termination following a default or breach by the Customer in making any payment required hereunder and/or any other
default of any other material obligation under this Agreement and the failure of the Customer to cure such default or breach within 15 calendar days after receiving written notice thereof; or (b)
the Customer may terminate this Agreement by giving a 30 days notice and by paying the outstanding dues, if any along with the amount of future rentals payables till the end of the Lease
Term. All the above to be governed as per the terms mentioned in Schedule II.
4.2 Without limiting the rights and remedies of either Party with respect to a default or breach by the other Party under this Agreement, the following occurrences shall each be deemed a default or
breach by a Party of its material obligations under this Agreement: if such Party becomes insolvent, or if such Party proposes a general agreement among its creditors or a written agreement
of composition or general extension of its debts, or if an involuntary proceeding with regard to any of the above shall have been instituted against it and shall not have been dismissed within a
reasonable time thereafter, or it shall propose any dissolution or liquidation, or if it shall make a general assignment for the benefit of creditors.
4.3 Upon termination of the Term or this Agreement for any reason whatsoever, the Customer shall allow the Partner / Partners representatives to take the Equipment from the Customers premises
in good repair, order and condition (subject to normal wear and tear) as per the terms mentioned in Schedule II. Customer will provide all the necessary documents including road permits,
forms required for the material to move out of the state where the leased equipment is installed to Partner's warehouse in .. . Upon termination of the Term or this Agreement, as per
Schedule II, the Partner shall have the right to (a) recover from the Customer all amounts then due and to become due under this Agreement, such amount at the Partners option to be
payable forthwith; (b) take possession of all of the Equipment wherever the same may be located and in this regard, the Partner and/or its agents may take such steps as it considers
necessary or desirable to obtain possession of the Equipment including rendering the Equipment unusable or without notice, liability or legal process enter into any place where the Equipment
may be or believed by the Partner to be, and repossess the Equipment, disconnecting and separating it from any other property and using all force necessary therefore, and the Customer
hereby expressly waives all further rights to possession of the Equipment following any such repossession; and (c) pursue any other remedy available at law or in equity, including without
limitation, seeking damages.
4.4 In the event of Customer not returning the Leased Equipment to the Partner within a maximum of 15 days of termination of agreement, the Security Deposit will not be refunded and an

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additional charge of Rs. 27,300/- will be levied on the Customer and the same will have to be paid to the Partner.
5. TITLE, LOSS AND USE OF EQUIPMENT
5.1 All the Equipment shall remain personal property of the Partner or its owners as the case maybe as governed by Shcedule II, whether it has been affixed to realty or otherwise and shall remain
subject to the rights of the Partner as fully as before being so affixed, and title thereto or property therein shall pass to the Customer as per the terms in Schedule II. The Customer shall at no
time contest or challenge the Partner's sole and exclusive ownership right, title and interest in the Equipment. The Customer shall be responsible for the safe keeping of the Equipment as the
customer would do for other similar equipment in its premises, including but not limited to the maintenance of the minimum site environmental conditions for the safe working of the Equipment.
The Customer hereby further undertakes that it shall not approach any third party other then supplier/authorized partner for upkeep, repairs and maintenance of the Equipment under this
agreement. Failure to observe this condition will be considered as an event of default. The Customer shall keep the Equipment free from any and all liens, claims or other encumbrances
including any judicial process affecting the Equipment whatsoever, and shall do or permit no act or thing whereby the Companys title or rights may be encumbered or impaired and shall
indemnify the Company for any loss caused thereby. The Customer shall not, without the Partners prior written consent, part with possession or control of the Equipment, make alterations /
additions or improvements or attempt to sub-lease, sell, pledge, mortgage or otherwise dispose of, transfer or encumber any of the Equipment or attempt or purport to sub-lease, sell, pledge,
assign, or otherwise dispose of, transfer or encumber any interest under the Equipment and this Agreement. The Customer confirms that it has all the necessary approvals required to be taken
for the installation of the Equipment including the site and the Customer shall at all times ensure the safety and safe keeping of the Equipment. The Customer must:
1 notify the Partner in writing if any Equipment becomes lost, stolen, damaged, destroyed or otherwise unfit or unavailable for use from any cause (an Event of Loss) ;
2 provide the Partner with all necessary documentation relating to such loss or damage
7. Dispute Resolution & Arbitration.
7.1 Any dispute arising out of or relating to this Agreement whether during its term or after expiry thereof or prior termination shall be first attempted to be resolved through mutual discussions and
conciliation between the Parties. If the Parties are unable to resolve the dispute within thirty (30) days through conciliation, then all disputes and differences of whatsoever nature arriving out of
this Agreement, shall be settled by arbitration in accordance with the Arbitration and Conciliation Act 1996 and any statutory amendment thereof. The dispute shall be referred to the sole
arbitrator who shall be appointed by the Partner . The venue of the arbitration shall be at ------------------. The decision of the arbitrator shall be final, conclusive and binding on the Parties.
Notwithstanding the foregoing, however, nothing contained herein shall be deemed to prevent either Party from seeking and obtaining injunctive and equitable relief from any court of
competent jurisdiction without the posting of any bond or other security.
7.2 The Parties agree that this Agreement and all rights and obligations of the Parties hereunder shall be governed, construed and interpreted exclusively under the laws of India and both parties
shall ensure the compliance of all applicable laws.
7.3 Each Party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and further agrees that this Agreement, together with the Schedules attached
hereto as of the date hereof is the complete statement of the agreement between the Parties. This Agreement may not be modified except by a written instrument duly executed by both
Parties.
7.4 If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired
thereby and shall continue to remain in full force and effect. The failure or delay of either Party to exercise in any respect any right provided for herein shall not be deemed a waiver of any right
hereunder.
7.5 This Agreement does not make either Party the employee, agent or legal representatives of the other for any purpose whatsoever.

Schedule II Payment & Charges

I. One Time Activation Charges (Non Refundable under no circumstances whatsoever) : Rs.9,980/-
II. Security Deposit (Refundable) : Rs.6,000
a. Security Deposit Refund on return of the entire leased equipment in working condition to the partner
b. In case of any damage to any part of the antenna, only Rs.3,000 of the Security deposit will be refunded.
III. Taxes, Freight and Installation Extra
a. Standard Installation Charges : Rs.1,500 including 45Ft cable length. No civil work included in the scope of Standard Installation.
Applicable for sites which need a travel time of maximum of 3 hours to reach the site

Charges for cable length beyond 45 Ft : Rs.10 per Ft

Remote Area Installation Charges : Applicable to all sites which require a travel time of more than 3 hours
to reach the site. Charges to be decided mutually between the business
partner and the subscriber on a case to case basis.

Leased Equipment Rental:

Months Monthly Program Management &
Support Charges
1 60 Rs. 500 Please Note the Campaigns @ www.hughes.in/sme and the
relevant terms and conditions

The Customer has given with the Partner a total amount of Rs. ../- ( Rupees ) vide Cheque /
Demand Draft No.. dated Drawn on at Branch Code .. . favouring payable at .. which the Partner
acknowledges receipt subject to realization and as per following details

1. Non Refundable One Time Charges Rs. ../-

2. Security Deposit Rs. ../-

3. Standard Installation Charges Rs.. .............../-

4. Remote Installation Charges (If applicable) Rs../-

5. Excess Cable Charges (If applicable) Rs../-

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6. Service Tax on (1), (3) & (4) Rs./-

7. VAT on (5) Rs./-

Total Amount Received including Taxes Rs../-

Name of Customer:

Date:

Place:

Signature :

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