DISTRIBUTION AGREEMENT

This Distribution Agreement ( Agreement) made at ______________ on this___

day of __________.
Between
Bharti Airtel Limited , a company registered under the Companies Act, 1956
having its registered office at Bharti Crescent, 1, Nelson Mandela Road, Vasant
Kunj Phase II, New Delhi 110070, which expression shall unless repugnant to the
context or meaning thereof include its successors-in-interest and permitted
assigns including affiliates, subsidiary / group companies, of the First Part .
(Bharti Airtel Limited shall hereinafter be referred to as
individually as Bharti)

Airtel and

And
M/s.
________________________________
a
Proprietorship/Partnership
concern / a company incorporated under the Companies Act, 1956 having its
registered
office
/
principal
place
of
business
at
________________________________________________, by and through its
Proprietor/ Partner/ Director ______________________ (hereinafter referred to as
the Distributor which expression unless repugnant to the context or meaning
thereof shall mean & include his/her/their heirs, assigns, executors and
administrators/ its successors-in-interest and permitted assigns, of the Third
Part.
WHEREAS:

Bharti Airtel Limited

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Distributor

(A)

Airtel has been issued a Unified Access Service Licence by the Department of
Telecommunication (DoT), Ministry of Communications, Government of India, to
provide voice and data services to various Customers across all the Telecom Circles in
India.

(B)

Airtel is desirous of appointing a distributor for the purpose of distributing the pre-paid
cellular services provided by Airtel to the Customers through Pre-paid SIM Cards /
Recharge Vouchers / V-top up or any other mode, either physical or electronic,
evidencing talk time services (the Pre-paid Service Offerings / Products).

(A)

The Distributor is desirous of distributing the Pre-paid Service Offerings / Products

and has represented to Airtel that it has the necessary Distribution Channel (defined
below) which shall include adequate infrastructure and capability to carry out its
obligations as a distributor.

(C)

Based on the aforesaid representation, Airtel has agreed to appoint the Distributor for
the aforementioned purpose of distributing the Pre-paid Service Offerings/ Products
within the Territory on the terms and conditions detailed herein.

(D)

The Parties hereto are desirous of reducing to writing the understanding arrived at
between them.

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND

BETWEEN THE PARTIES HERETO AS FOLLOWS:
1.

INTERPRETATION AND DEFINITIONS

1.1

The terms defined hereunder shall have the meaning as specified unless otherwise specified
in this Agreement. Words importing the singular shall include the plural also and vice-versa
as the context so permits. The term "including" as used in this Agreement means "including
without limitation".
Affiliates shall mean any entity that controls, is controlled by, or is under common
control with, a Party. For avoidance of doubt control shall mean ownership or control,
either directly or indirectly, of more than fifty percent (50 %) of the voting rights of such
entity or of the board of directors of such entity.
APEF shall mean the Airtel Pre-paid Enrollment Form filled out by the Customer who
intends to purchase Airtel Pre-paid Service Offerings / Products from the Distribution
Channel
"Commencement Date shall mean the date on which this Agreement shall come into
force in accordance with the provisions contained herein below.
Competitive Telephony Services shall mean any telecommunications services offered by
any third person or entity other than Airtel, which uses cellular radio telephony
communications or any other technology capable of providing services similar to those
provided by Airtel, including, without limitation enhanced mobile radio communications,
digital mobile radio communications, specialized mobile radio communications, personal

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communication services, personal communications networks, satellite communications and

similar technologies and would include any agent of such third person or entity.
Customer shall mean the end-consumer who avails/ purchases the Pre-paid Service
Offerings / Products through the Distribution Channel.
Distributor shall mean and include the Distributor, its employees, agents and authorized
representatives.
Distribution Channel shall mean the infrastructure and capability, including
appointment of retailers, required by the Distributor to fulfill its obligations under
this Agreement.
Effective Date shall mean the date of signing of this Agreement
End date shall mean the date on which this Agreement is terminated in accordance with
clause 14.
"Information" shall mean all business information, data, documents and other information
in whatever form recorded, provided and obtained in connection with the fulfillment of the
terms and obligations of this Agreement.
Party means Airtel or Distributor and Parties shall be construed accordingly.
"Pre-paid Service" shall mean the services provided by Airtel to the Customers under the
brand Airtel through Pre-paid Service Offerings / Products and shall also include other
Value Added Services.
Pre- paid SIM Cards shall mean the Subscriber Identity Module (SIM) Card issued to a
Customer to enable him/her to avail the Pre-paid Service Offerings / Products.
"Services" shall mean the Pre-Paid Service being provided by Airtel in the telecom
circle(s) of Uttar Pradesh (West) .
Term of this Agreement shall be as defined in Clause 3 of this Agreement.
Territory shall mean the areas where the Distributor can distribute Pre-paid Service
Offerings / Products as specified by Airtel in writing from time to time.
"Trademarks" shall mean any trademark, word, symbol, letter, design, logo, label, pattern
and/or similar marks, whether registered or not, which belongs to or are used by Airtel to
identify market, characterize and/or label the Services.

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TRAI shall means Telecom Regulatory Authority of India constituted under the TRAI
Act, 1997 as amended from time to time.
1.2

Except where the context otherwise requires, references to one gender include the other
gender, the singular includes the plural and vice- versa.

1.3

References to Clauses are references to Clauses of this Agreement.

1.4

References to any legislation or to any provision of any legislation shall include any
modification or re-enactment of that legislation or any legislative provision substituted for,
and all rules and regulations and statutory instruments issued under such legislation or
provision.

1.5

Headings to the Clauses of this Agreement are inserted for convenience only and shall not
affect the construction or interpretation of this Agreement.

1.6

Any Amendment to this Agreement and its recitals and all certificates and such other
amendment agreements and circulars delivered pursuant to this Agreement in respect of the
subject matter of this Agreement shall form an integral part of this Agreement.

2.

SCOPE OF AGREEMENT

2.1 Airtel hereby appoints the Distributor on a principal to principal basis for distribution
of the Pre-paid Service Offerings/ Products in the Territory, on the terms and
conditions enumerated herein below.
2.2 During the subsistence of this Agreement, the Distributor shall not, at any time, either directly
or indirectly, be engaged in the business of providing any service to any person / entity
providing Competitive Telephony Services, without obtaining the prior written approval of
Airtel.
2.3 The Distributor expressly agrees and understands that Airtel shall, during the subsistence of
this Agreement, be entitled to appoint third persons/ parties to provide Pre-paid Service
Offering/ Products and that this Agreement does not confer any exclusive right on the
Distributor for the same. Further, this Agreement does not confer any territorial right, to the
Distributor, to exclusively perform the Services from the telecom circle(s) of Uttar Pradesh
(West)
3.

TERM
The Term shall commence from the Effective Date and shall expire on the End Date
It is expressly covenanted that any transaction by way of completion of services
after the termination of this Agreement but initiated prior to the termination of this
Agreement shall not be construed to be and shall not be an extension of this
Agreement.

4.

RELATIONSHIP

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Distributor

4.1 The Distributor shall sell the Pre-paid Service Offerings/ Products as an independent entity and
on a non-exclusive basis. Nothing contained herein shall be deemed to create any
partnership, joint venture or employment between the Parties hereto or between Airtel and
the Distributors representatives and employees. The Distributor shall not have the
authority to bind, to contract in the name of or to create a liability for Airtel, in any manner
whatsoever.
4.2 The Distributors personnel, employees, agents or representatives have no authority and/or
right to bind Airtel in any manner. It is clarified that the personnel employed by the
Distributor shall be the sole employees of Distributor and Airtel shall have no financial or
statutory responsibility towards them.
5.

PAYMENTS, DISCOUNTS AND TAXES

5.1 The Distributor shall make all payments towards the purchase of the Pre-paid Service
Offerings / Products purchased from Airtel in advance.
5.2 The Distributor agrees and acknowledges that the Pre-paid Service Offerings/ Products
are of different types and denominations and may be changed by Airtel from time to
time as it deems fit.
5.3 Airtel shall intimate the price/s of the Pre-paid Service Offerings / Products to the Distributor
from time to time.
5.4 The Distributor agrees and acknowledges that the prices of the Pre-paid Service Offerings /
Products are subject to variation / changes during the subsistence of this Agreement at the
sole discretion of Airtel. The Distributor, further, undertakes to strictly comply with Airtels
directions with regard to the maximum retail price at which the Distributor can distribute
the Pre-paid Service Offerings / Products, either physical or electronic, to the
Distribution Channel / Customers.
5.5 No costs, payments and expenses shall be borne by Airtel unless specifically mentioned in this
Agreement or mutually agreed by Parties in writing.
5.6 All tax or statutory liabilities arising in connection with transactions or any other obligations
pertaining to the Distributorship shall be the responsibility of the Distributor.
5.7 The Distributor shall be responsible for compliance and payment of all taxes, duties, levies,
cess, surcharge or any other charges that may be applicable on the Distributor or for the
Pre-paid Service Offerings / Products provided under this Agreement by whatsoever name.
6.

SECURITY DEPOSIT
i. The Distributor shall, on or before execution of this Agreement, deposit with Airtel a sum
of Rs. ________/- (Rupees ___________________________________________Only) as
an interest-free refundable security deposit. The aforementioned security deposit shall
remain deposited with Airtel during the Term of this Agreement. Based on business
requirements and the transactions between the Parties, Airtel may require the Distributor to
deposit additional security deposit with it. The Distributor shall, immediately on receiving
written intimation from Airtel, arrange to provide the additional security deposit required
by Airtel.

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ii. Airtel shall, subject to the provisions of this Agreement, refund the security deposit to the
Distributor on the expiry or termination of this Agreement. The Parties further agree that
Airtel has the absolute and complete right to deduct from such security deposit the amounts
which may be found to be due, outstanding and payable to Airtel by Distributor for any
reasons whatsoever, including the breach of any of the terms of this Agreement.
iii. The Distributor, further, agrees that Airtel shall be entitled to set-off the security deposit
amount against any amount payable by the Distributor to Airtel in connection with the
Distributors obligations under indemnity.
7.

OBLIGATIONS OF DISTRIBUTOR

7.1 The Distributor agrees and undertakes to strictly observe and perform the terms and conditions
set out in this Agreement.
7.2 The Distributor shall have and shall maintain adequate independent manpower and other
infrastructure for the purpose of carrying out its obligations under the Agreement. All the
contractual and statutory payments including wages, salary, provident fund contribution,
etc. payable to Distributors employees shall be the sole responsibility of the Distributor.
7.3 Subject to the provisions of Clause 7.6 and subject to the availability of the Pre-paid Service
Offerings/ Products, Airtel shall provide the Pre-paid Service Offerings/ Products to the
Distributor in such mix as it deems fit, after taking into account the orders for the Pre-paid
Service Offerings / Products received from the Distributor. Airtel shall not be liable for any
loss, pilferage or damage to the Pre-paid Service Offerings/ Products stored and sold by the
Distributor and the same shall be the sole responsibility of Distributor. Risk in the
distribution of Airtel Pre-paid Service Offerings/Products, whether used or unused, shall
pass to the Distributor upon delivery of the same by Airtel.
7.4 Notwithstanding anything contained in Clause 7.3, the Distributor shall not be responsible for
provision of telecom Pre-paid Service to the Customer, which shall remain Airtels sole
responsibility. The Distributors role shall be essentially of distribution of the Pre-paid
Service Offerings / Products, on a principal to principal basis.
7.5 It is agreed between the parties that Airtel shall, at its sole discretion, replace the Pre-paid
Service Offerings/ Products and the Distributor shall pay for such replacements. This
replacement will be made only in respect of such Pre-paid Service Offerings / Products
which have manufacturing defect(s) and, if such defect is communicated to Airtel within a
reasonable period of time by the Distributor. For avoidance of doubt, the above
replacement shall only apply in the event the airtime of a Pre-paid Service has not been
utilized till the time of expiry of the relevant Pre-paid Service Offerings/ Product. On being
informed by the Distributor about such a defect, Airtel shall deactivate the said defective
Pre-paid Service Offerings/ Product. The Distributor shall indemnify Airtel against all
proceedings, claims, expenses and liabilities whatsoever which may be taken or made
against or incurred by Airtel due to deactivation of Pre-paid Service Offerings/ Products.
The Distributor agrees and acknowledges that Airtel shall not replace any Pre-paid Service
Offerings/ Products that have become unusable / sub-standard / destroyed due to:
i.

natural calamities or occurrences or circumstances beyond the reasonable control of

either Party, or

ii.

negligence of the Distributor in storage, or

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iii.

theft of the Pre-paid Service Offerings / Products.

7.6 It is agreed that, subject to clause 7.5 above, Airtel shall not accept any Pre-paid Service
Offerings/ Products for exchange/ refund by the Distributor. The Distributor shall store or
otherwise keep the Pre-paid Service Offerings / Products in such a way as to clearly
indicate at all times that the same are easily identified with the Pre-paid Service and
shall not remove, obscure or delete any mark placed (which enables their identification
with Airtel) on these Pre-paid Service Offerings / Products by Airtel.
7.7 The Distributor shall store Pre-paid Service Offerings / Products in a proper manner and also
get the same insured against all risks, at the Distributors own cost and shall hand them
over to the Distribution Channel in a condition that will ensure that all Pre-paid Service
Offerings / Products reach the Customer in perfect appearance and usable condition.
7.8 The Distributor shall ensure that when the Distribution Channel provides Pre-paid Service
Offerings / Products to the Customer, it will supply copies of the information leaflets,
brochures, user guides and the Personal Identification Number (PIN) and PIN Unlocking
Key (PUK), which are necessary for the Customer to effectively utilize the Pre-paid
Service Offerings/ Products. These leaflets, brochures and user guides shall be provided by
Airtel to the Distributor, from time to time.
7.9 The Distributor shall use reasonable efforts to distribute the Pre-paid Service Offerings /
Products. During the term of this Agreement (and any extensions thereof), neither the
Distributor nor its Affiliates shall directly or indirectly, without the prior written consent of
Airtel: (i) Market, solicit, sell, offer or accept offers to market, solicit, sell or offer any

Competitive Telephony Services.

(ii) Induce or refer any actual or prospective Customer to subscribe to any Competitive

Telephony Services,
(iii)

Provide any Customer or any third party with any information / data pertaining to
any Competitive Telephony Services.

7.10

The Distributor shall not, directly or indirectly or through the Distribution Channel, offer
the Pre-paid Service Offerings / Products outside the Territory or to any persons in the
Territory knowing or having reasons to believe that such Pre-paid Service Offerings /
Products would be further provided outside the Territory.

7.11

The Distributor shall ensure that the Distribution Channel responsible for providing the
Pre-paid Service Offerings / Products to the Customers in the Territory is in line with
Airtels policy as may be intimated by Airtel to the Distributor from time to time. The
Distributor undertakes to obtain undertakings / indemnities from all personnel forming part
of the Distribution Channel (in the form and manner as may be prescribed by Airtel from
time to time) prior to their appointment to the Distribution Channel. The Distributor agrees
and acknowledges that the Distribution Channel shall be co-existent and co-terminus with
this Agreement.

7.12

The Distributor shall not offer the Pre-paid Service Offerings / Products to any Customer or
to his Distribution Channel at a price higher than the maximum retail price. Similarly, the
Distributor shall ensure that the Distribution Channel does not offer the Pre-paid Service

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Offerings/ Products to the Customers at a price higher than the stipulated maximum retail
price.
7.13

As required by the DoT and TRAI, the Distributor shall send to Airtel the correct and
completely filled out Customer APEF, along with proof of address (POA) & proof of
identity (POI) as per DOT accepted document list (communicated by Airtel from time to
time), to enable Airtel to keep a record of Customer APEF and documents supporting the
same. The Distributor undertakes to activate the Pre-paid Service pertaining to the Pre-paid
Service Offerings/ Products sold by the Distribution Channel only after it receives and
validates that APEF, POI and POA are completely and correctly filled (i.e., the details on
the APEF match with those on the POI and POA documents submitted by the Customer
and that the Distribution Channel has certified that these have been duly checked with
originals from the Customer at the time of application for new SIM connection).

7.14

To ensure that the above is complete and correct, it will be the Distributors responsibility
to educate and inform the Distribution Channel it appoints that:

the APEF is complete, correctly filled up and signed by the Customer,

the Customers photograph is affixed on the APEF,

the Customers photograph on the APEF is to be tallied with the photograph on the
POI,

the Distribution Channel has to verify the self attested copy of the POI and POA
submitted by the Customer at the point of sale with the originals before handing over of
SIM to the Customer. The Distribution Channel has to sign and certify that originals of
the documents collected from the Customer have been seen and verified.

the details on the APEF tally with the details on the POI and POA documents submitted
by the Customer.

This activity is to be undertaken / certified by the Distribution Channel with signature,

stamp and date on the APEF. Distribution Channel also has to be informed about the
consequent liabilities for any kind of non-compliance of this important activity.
7.15

As agreed between the Parties, Airtel shall provide material containing information / details
about the Pre-paid Service Offerings / Products to the Distributor, for the purpose of
creating awareness towards the Pre-paid Service Offerings / Products. The Distributor shall
further provide the aforementioned material to the Distribution Channel and ensure that the
same are prominently displayed by the Distribution Channel at location at which the Prepaid Service Offerings/ Products are offered to Customers. The Distribution Channel shall,
for the purposes of creating market awareness, keep sufficient number of leaflets, booklets
or any other information brochures, relating to the Pre-paid Service in its possession and
provide the same to prospective Customers. Such material shall be supplied by the
Distributor to the Distribution Channel from the stocks supplied to it by Airtel. The
material so provided shall remain Airtels property and the Distributor shall use all
reasonable efforts to return the same to Airtel on the expiry of this Agreement.

7.16

The Distributor agrees to use its best efforts to meet the performance targets advised by
Airtel, from time to time.

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7.17

The Parties agree to review the market conditions and performance on a monthly basis and
Airtel shall advise the Distributor in writing of any shortfall in the performance targets. The
Distributor shall furnish its action plan to meet such shortfall to Airtel in writing. The
Parties may re-set the targets of performance as per the market conditions and, in the event
that the performance targets are not re-set, the previous months targets will apply to the
Distributor.

7.18

The Distributor shall keep stock at a target value as advised by Airtel from time to time
based on market dynamics. The Distributor shall make monthly stock checks to ensure an
adequate stock of the Pre-paid Service Offerings / Products to meet the expected needs of
the market and shall provide Airtel with an item wise appraisal of the stock in its
possession.

7.19

(a) On entering into this Agreement, the Distributor shall during the Term or any
continuation of it provide Airtel such information as that may assist Airtel to influence the
conduct of its business, immediately on becoming aware of the same. The Distributor shall
also pass on any information that it may become aware of, which is likely to prejudice the
provision of the Pre-paid Service Offerings/ Products.
(b)

The Distributor shall submit reports and other information related to the business in
the format as intimated by Airtel from time to time. The reports should be submitted to
the designated Airtel officials in a time frame as required by Airtel from time to time.

(b) The Distributor shall, as agreed by Parties, provide an estimate of the volume of orders

to be placed with Airtel for the ensuing month, item wise, but such estimate shall not be
binding on either Party and the Distributor shall furnish an analysis of business carried
out by it to Airtel as agreed by the Parties.
(c) The Distributor shall, at all reasonable times, permit Airtel and/or its representatives to

inspect and take copies of all things material to the business that is the subject matter of
this Agreement and for this purpose to enter any premises used in connection with the
business.
7.20 In the event of any dispute arising between the Distributor and a Customer or prospective
end-user, the Distributor shall forthwith inform Airtel and provide Airtel with details of the
circumstance of the dispute and shall not institute proceedings in respect of it without the
prior written consent of Airtel. If any legal proceeding is instituted by any Customer, the
Distributor shall immediately intimate the same to Airtel and provide all documents and
information to enable Airtel to take appropriate action.
7.21 The Distributor shall comply with (i) all DoT rules and regulations, all tariffs, and any rules
and procedures of Airtel or other Governmental bodies relating to the distribution of the
Pre-paid Service Offerings/ Products and (ii) all rules and procedures concerning the
conduct of the Distributors business relating to the Pre-paid Service Offerings/ Products
reasonably prescribed from time to time by Airtel in writing. Airtel shall give the Distributor
at least three (3) working days notice prior to the effective date of any new rules and /or
procedures prescribed by Airtel, and/or of any change.
7.22 The Distributor shall not make any representation to Customers or otherwise or to give any
warranties other than those contained in the standard terms and conditions laid down by
Airtel from time to time.
8.

AIRTELS OBLIGATION

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The Parties may, either directly or through a third party, either jointly or severally, organize
programs for the Distribution Channel to make them familiarize on all aspects of the use of
the Pre-paid Service Offerings/ Products to enable efficient provisioning of the
Distributors obligations hereunder.
9.

INDEMNIFICATION

9.1

The Distributor hereby agrees to indemnify, defend and hold Airtel and its directors,
officers, employees, agents, and/or assignees, their heirs and legal representatives, harmless
against any liabilities for any claims whatsoever, and/or demands arising out of the conduct
of the Distributors business, or breach or violation by it of any of its terms of this
Agreement.

9.2

The Distributor hereby indemnifies and keeps indemnified Airtel from and against all
claims, damages, costs and loss incurred or suffered by Airtel as a result of any
representations / warranties made by the Distributor in any form to any person relating to
any aspect of the Pre-paid Service Offerings/ Products, including but not limited to any
claim suit or action of a Customer brought against Airtel in respect of performance, nonperformance or under performance of a Pre-paid Service Offerings/ Products where that
claim, suit or action is attributable wholly or in part to any such representations made by
the Distributor.

9.3

Distributor hereby, in addition to signing an indemnity bond, irrevocably undertakes to:

(a) Comply with each and all requirements of DoT/TRAI with respect to, inter-alia, filling
of APEF, procurement of identification and address proofs, for the Pre- paid Service
Offerings/ Products, etc.
(b) That prior to giving any Customer connectivity to the Pre-paid Service, the Distributor
and/or the Distribution Channel shall collect and furnish all the prescribed documents
and information relating to existing and the prospective Customer and deliver the same
to Airtel in the originals, in the manner as specified from time to time.
(c) Not to directly or indirectly, sell or engage in sale of any pre-activated card pertaining
to the Pre-paid Service Offerings/ Products .
(d) To provide start up kits to the Customers only on receipt of the photo identity and proof
of address (POA) and after complying with any other requirements as may be specified
from time to time.
(e) To take due care to be fully conversant with the prescribed orders, directions, rules,
regulations, etc. of TRAI/DoT and/or any other statutory authority with respect to
verification of the identity and address of the prospective Customer.
(f) To indemnify Airtel, its Affiliates, Promoters, Directors, officers, employees etc.,
against any/all losses, damages, actions, proceedings with respect to any
violation/omission in complying with the requirements of TRAI/DoT or any other
statutory authority.
(g) To procure similar undertaking/indemnity from the Distribution Channel, etc. that shall
not absolve in any manner whatsoever, from any agreement, undertaking and
indemnity, agreed/ undertaken to be provided hereunder.

9.4

Each indemnity in this Agreement is a continuing obligation, separate and independent

from the other obligations of the Parties and shall survive termination of this Agreement.

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9.5

The Distributor shall indemnify and keep indemnified Airtel against any disputes and/or
claims made against Airtel by any of the Customer(s), as to the amounts collected by the
Distributor or the Distribution Channel from such Customer(s).

10.

PROTECTION OF INTELLECTUAL PROPERTY

The Distributor acknowledges that Airtel has the right to use all service marks, trade marks,
trade names, copyrights, artistic works, logos and/or trade dress used by Airtel (collectively
the Intellectual Property) including but not limited to the Airtel logo and any other mark /
copyright/ design that Airtel may create or be entitled to use in the future whether
registered or not in India or abroad. Airtel may require that the Distributor in arrangement
with the Distribution Channel display the Intellectual Property at the point of purchase and
shall comply with all rules and procedures pertaining to display prescribed by Airtel from
time to time. Airtel shall provide all material relating to Intellectual Property to the
Distributor and the Distributor undertakes not to create any material relating to Airtels
Intellectual Property. The Distributor shall not use such Intellectual Property for any other
purpose without the express prior consent of Airtel in writing and the Distributor agrees
never to challenge the validity of the ownership of any of the Intellectual Property. The
Distributor will take all reasonable steps to prevent any misuse of any component of the
Intellectual Property, which may come to its notice.
The Distributor acknowledges that this Agreement does not transfer any rights to use any
Intellectual Property and that this Agreement does not and will not confer any goodwill or
other interest in any Intellectual Property to the Distributor. The display of Intellectual
Property by the Distributor will be pursuant to the permission given by Airtel for the
limited purpose of the Agreement. Any unauthorized use of the Intellectual Property by the
Distributor or its representative employees, or affiliates or the Distribution Channels shall
constitute an infringement of Intellectual Property rights and also a material breach of this
Agreement. In such an event the Distributor shall forthwith cease to use the Intellectual
Property, save as expressly authorised by Airtel in writing. Airtel in its absolute discretion
shall be the sole judge of whether any use of Intellectual Property by the Distributor is
authorised or unauthorised and Airtels decision on this shall be final and binding.
The Distributor shall place or cause to be placed for display upon any premises where the
Pre-paid Service Offerings/ Products are offered, an inscription notifying the public as
conspicuously as is reasonable of the fact that the Distributor or the Distribution Channel is
offering the Pre-paid Service Offerings/ Products and it will place a similar notice upon all
display materials, bills, invoices, letter heads and labels used in connection with the
provision of the stocks supplied to it by Airtel and shall always remain the property of
Airtel.
On expiry or termination of this Agreement the Distributor and the Distribution Channel
will immediately cease to use the Intellectual Property. The Distributor shall immediately
inform all the Distribution Channels of the expiry/ termination of this Agreement and shall
indemnify Airtel from any cost that may be incurred by it due to the Distributor and/ or the
Distribution Channel continuing to use the Intellectual Property after termination of this
Agreement. Should the Distributor in the course of business acquire any goodwill or
business reputation from the use of any component of Intellectual Property, then all such
new goodwill or business reputation so far as it relates to or attaches to any trade name,
service mark or trade mark or to any other component of Intellectual Property shall on the
termination of this Agreement vest in and become the property of Airtel.

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The Distributor shall ensure that the Intellectual Property is never altered, removed or
tampered with.
11.

CONFIDENTIALITY

11.1

The Distributor acknowledges that it will be in receipt of certain confidential and

proprietary information relating to Airtel including, without limitation, lists and other
details of Customers and prospective Customers, financial and business information,
including pricing structures, technical information and other information not generally
known to the public, and the terms of this Agreement (collectively Airtel Confidential
Information). The Distributor acknowledges that any Airtel Confidential Information is
the exclusive property of Airtel. The Distributor acknowledges that any disclosure and/or
improper use of Airtel Confidential Information would irreparably injure Airtel. Any breach
of this clause shall be a material breach of this Agreement.

11.2

The Distributor acknowledges that Airtel Confidential Information is a trade secret and will
be treated by it with all protections due to such trade secrets.

11.3

The Distributor agrees that, during and after the term of this Agreement, neither it nor any
person, firm, corporation, or any other entity affiliated with, owned in whole, or in part by,
employed by or otherwise connected with it, shall directly or indirectly without prior
written consent of Airtel, divulge, use, sell, exchange, give away/part with or transfer Airtel
Confidential Information by any current or former employees.

11.4

If the Distributor is served with any form of notice/process/proceedings to obtain any

information, confidential or otherwise pertaining to Airtel or any business relating to this
Agreement, the Distributor shall immediately notify Airtel and initiate such action to seek
to quash/oppose such notice process/proceedings as intimated by Airtel.

11.5 Parties agree that the terms and conditions of this Agreement shall be treated as
Confidential Information and that no reference to the terms and conditions of this
Agreement or to activities pertaining thereto can be made in any form without the prior
written consent of the other Party; provided, however, that the general existence of this
Agreement shall not be treated as Confidential Information and that either Party may
disclose the terms and conditions of this Agreement:
i. as required by any court or other governmental body;
ii. as otherwise required by law;
iii. to legal counsel of the Parties;
iv. in confidence, to accountants, banks, proposed investors or alliance partners,
and financing sources and their advisors;
v. in confidence, in connection with the enforcement of this Agreement or
rights under this Agreement;
vi. in confidence, in connection with a merger or acquisition or proposed
merger or acquisition, or the like.
12.

REGULATORY MATTERS

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This Agreement shall at all times be subject to (i) Changes or modifications in any
regulatory framework and (ii) any necessary approvals of Local, State and Central
Regulatory Authorities having jurisdiction over the offering or provision of the Pre-paid
Service Offerings / Products in the Territory and/or any of the Distributors activities in
connection therewith.
13.

AIRTELS RIGHT TO MAKE CHANGES / AMENDMENTS IN RATES / VALUES

ETC.
Airtel may, at its discretion, add to, suspend or modify the rates for and / or value of the
Pre-paid Service Offerings/ Products and shall notify the Distributor as soon as practicable
of each such modification. Such change shall take effect immediately on receipt of
intimation by the Distributor. The Distributor shall take no action inconsistent with the
efforts of Airtel before any regulatory authorities or others regarding any modification of
the rates of the value of the Pre-paid Services to the extent that Airtel undertakes such
effort or actions.

14.

TERMINATION AND ITS CONSEQUNCES:

14.1

Airtel shall have the right to terminate this Agreement by written notice to the Distributor if
the Distributor breaches any representation, warranty, covenant, or any term of this
Agreement or fails to comply with any material rules or procedures required by Airtel.
Such termination shall be effective from the date mentioned in such written notice.

14.2

This Agreement shall come to an end if the DoT or any other regulatory agency
promulgates any rule, regulation or order which in effect, or application prohibits or
substantially impedes Airtel from fulfilling its obligations hereunder for providing Airtel
Pre-paid Service in the Territory or substantially impedes the Distributors ability to
distribute Airtel Pre-paid Service.

14.3

Upon the termination or expiration of this Agreement for any reason, the Distributor shall
immediately discontinue distributing the Pre-paid Service Offerings/ Products. It is also
agreed that the Pre-paid Service Offerings/ Products shall not be returned to Airtel by the
Distributor.

14.4

All unused information leaflets, brochures, user-guides as mentioned in clause 7 above,

shall upon the termination of the Agreement be returned to Airtel. In the event of the failure
of the Distributor to return to Airtel such unused material, Airtel shall deduct the value of
such materials from the security deposit kept with Airtel hereunder.

14.5

This Agreement is subject to the terms and conditions of license granted by the DoT to
Airtel and any changes therein and notwithstanding anything else herein contained and
without prejudice to the other provisions hereof relating to termination, this Agreement
shall terminate on termination of Airtels license with the DoT.

14.6

Upon the termination or expiration of this Agreement, all the Distributors rights under it
shall cease and no payment whatsoever shall be due to the Distributor or the Distribution
Channel for loss of goodwill, anticipated profits and any other claims or losses in respect of
such termination. The Distributor and the Distribution Channel hereby waive any claim to
receive any compensation as a consequence of the termination of this Agreement.

14.7

Upon the termination or expiration of this Agreement for any reason whatsoever neither the
Distributor nor the Distribution Channel appointed by it shall be entitled to claim from

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Airtel any compensation for costs or expenses incurred by it in either the setting up or
promotion of its business or for any other matter relating to its appointment as the
Distributor or the Distribution Channel as the case may be.
14.8

Upon the termination or expiration of this Agreement for any reason, the Distributor shall
discontinue the use of all Intellectual Property in or upon any material that identifies or
relates to Airtels business, and shall return to Airtel all materials containing any
Intellectual Property, cease representing themselves in any manner as the Distributor or
representative of Airtel; and to the extent reasonably possible, return to Airtel or destroy
those documents, records, or other materials (including, without limitation, all copies
either photocopy, computer disks media or tapes or the like thereof) which are provided to
the Distributor by Airtel or replicated by the Distributor or which may contain any of
Airtels Confidential Information. If any of the said information would be considered
confidential under this Agreement, the Distributor shall continue to keep it confidential and
shall ensure termination forthwith of the agreements it has entered into with the
Distribution Channels if any relating to the subject matter of this Agreement.

15.

CONSEQUENTIAL DAMAGES
Under no circumstances, whether based on contract, warranty, negligence, strict liability, or
otherwise, shall Airtel or its Affiliates be liable for any special, consequential, indirect,
incidental or punitive damages of any kind or character, including but not limited to, loss of
profits or revenues, loss of product, loss of use, cost of capital and the like, arising out of or
related to any performance under or breach of this Agreement. The Parties specifically
acknowledge that the pricing provisions of this Agreement reflect such allocation of risk
and limitation of liabilities.

16.

ETHICS AND CODE OF CONDUCT

The Parties will conduct all their dealings in an ethical manner and with the highest
business standards.
The Parties will provide all possible assistance to each other in order to investigate any
possible instances of unethical behaviour or business conduct violations by an employee of
the other. Either Party will disclose forthwith any breach of these provisions that comes to
their knowledge to allow for timely action in their prevention and detection.
The Distributor will adopt appropriate processes to prevent offering any illegal gratification
in the form of bribes or kickbacks either in cash or in kind in the course of all dealings with
Airtel. Any instances of such violations will be viewed in a serious manner and Airtel
reserves the right to take all appropriate actions or remedies as may be required under the
circumstances.
The Distributor is required to confirm its compliance to ethical dealings by signing a
certificate to this effect as per Airtels standard annual certificate annexed hereto as
Annexure A and coexistent with this Agreement.

17.

GOVERNING LAW
The laws in India shall govern this Agreement.

18.

JURISDICTION

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The courts of Lucknow shall have the exclusive jurisdiction in respect of any dispute or
differences arising out of or in connection with or touching upon the subject matter of this
Agreement.
19.

ARBITRATION
Any dispute or difference arising between the Parties hereto in respect of, or out of, or in
connection with, or touching upon the subject matter of this Agreement which the Parties
are not able to resolve by mutual consultation shall be settled by Arbitration in accordance
with the provision of the Arbitration and Conciliation Act 1996 or re-enactment thereof.
Director Legal of Airtel shall have the right to appoint a sole arbitrator. The venue of
Arbitration shall be Lucknow and the arbitral proceedings shall be conducted in English
language.

20.

WAIVERS
The failure of either Party to require the performance of any of the terms of this Agreement
or the waiver by either Party of any breach of this Agreement, shall neither prevent a
subsequent enforcement of such terms of this Agreement nor be deemed a waiver of any
subsequent breach.

21.

ACTS & CAUSES BEYOND CONTROL

Neither Party shall be liable for the loss or damage or deemed to be in breach of this
Agreement if its failure to perform its obligations results from: (1) compliance with any
law, ruling, order, regulation, requirement or instruction of any Central or State
Government or any department or agency thereof, or any municipal or any other statutory
body, or any Court of competent jurisdiction; (2) acts or omissions of the other Party in
violation of this Agreement or; (3) acts of God, fires, strikes, embargoes, war, insurrection,
riots and other causes beyond the reasonable control of the Party. However, in the event of
a Parties failure to perform its obligations as a result of acts of God, fires, strikes,
embargoes, war, insurrection, riots and other causes beyond the reasonable control of such
Party, such Party shall use its best efforts to minimize the loss or damage that may be cause
to the other Party, and shall endeavor to perform its obligations within a period of 120 days
from the occurrence of the event, which earlier prevented it from performing its
obligations.

22.

ENTIRE AGREEMENT
This Agreement including its Annexures represents the entire Agreement between the
Parties and shall supersede /prevail over any other prior agreement/ arrangement with
respect to the subject matter hereof. This Agreement may only be amended or superseded
by a written amendment executed by the Parties.

23.

CHANGE IN MANAGEMENT / CONSTITUTION

The Distributor agrees and acknowledges that its present constitution forms an integral part
of this Agreement and that Airtel has entered into this Agreement based on the same. In the
circumstances, the Distributor undertakes to immediately inform Airtel of any proposed
change in its management/constitution. The Distributor, further, agrees that no such change
shall be effected unless it has received Airtels approval for the same in writing. Airtel,
may, at its sole discretion terminate this Agreement in the event of a proposed change in the
Distributors management/ constitution by giving the Distributor a 15-day notice in writing.

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However, in the event Airtel agrees to the proposed change in the Distributors
management/ constitution, the Distributor shall ensure that the liabilities of the old
establishment are honoured by the new establishment, in addition to complying with the
formalities, if any, intimated by Airtel for the transfer. It is, further, clarified that Airtel
would not be required to either intimate or procure the Distributors approval for any
change in its management/ constitution.
24.

25.

SURVIVABILITY / OBLIGATIONS
(i)

Subject always to the (Indian) Limitation Act, 1963, termination or expiration of

this Agreement for any reason (a) shall not relieve the Parties of their obligations
with respect to the provisions related to IP and confidentiality, (b) shall not relieve
the Parties of any obligation which expressly or by implication survives termination
(including but not limited to Clauses relating to Indemnification, Taxes,
Confidentiality and Arbitration).

(ii)

In addition to the above mentioned sub-clauses, any other provision which by its
content is intended to survive the performance, termination, expiration or
cancellation of this Agreement shall so survive, without limiting the
abovementioned sub-clauses in any manner.

ACKNOWLEDGEMENTS
Each Party hereby represents that the execution and the performance of this Agreement by
such Party does not conflict with any other Agreement by which it is bound.

26.

PENALTY / LIQUIDATED DAMAGES

The compliance of the regulatory and legal requirement stipulated in this Agreement shall
be deemed as the essence of this Agreement and any non-compliance / violation of the
same by Distributor shall cause for imposing of financial penalties and liquidated damages
by Airtel. The Distributor undertakes to comply with the regulatory and legal requirement
stipulated in this Agreement or intimated by Airtel from time to time.

27.

ASSIGNMENT
Neither Party may assign its rights and remedies nor transfer its obligations under this
Agreement without the prior written consent of the other Party, except to any of their
affiliated or subsidiary companies without such consent. In any event, any assignment or
transfer shall not operate to relieve the assigning Party of any of its obligations here under,
nor will any such assignment impose any obligation on the assignee except in the case of
an express written assumption by the assignee.

28.

OTHER
Airtel may take steps (including proceeding in law or in equity for an injunctive relief and
for specific performance) necessary to protect its rights, Intellectual Property, Airtels
Confidential Information. Personnel employed by or acting under the authority of the
Distributor shall not be deemed to be employees or agents of Airtel and the Distributor
assumes full responsibility for their supervision and control.
Each Party shall notify the other in writing within forty-eight hours of commencement of
any action, suit or proceedings or the issuance of any order, writ, injunction, award or

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decree of any court, agency or other governmental instrumentality, involving the subject
matter of this Agreement.
27.

NOTICES
All notices, requests, demands and other communications hereunder shall be in writing and
the same shall be deemed to be served, if given personally delivered or sent by registered
mail.
To The Distributor:
M/s. _________________
a company/ Proprietorship/Partnership concern
having its place of business at
_____________________________,
_____________________________,
___________.
To Bharti:
THE CIRCLE HEAD
Bharti Airtel Limited
12, Rani Laxmi Bai Marg,
Jhangirabad Palace, AIRTEL TOWERS
Hazratganj, Lucknow

In witness whereof the parties to this Agreement have set their hands on the date above
written.
For Bharti Airtel Limited

______________________
Authorised Signatory
Name:
Designation
Witness:
For ___________ Limited

__________________
Authorised Signatory
Name:
Designation:

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Witness:

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