Common use of Calculation of License Fee Clause in Contracts

Calculation of License Fee. 7.4.1 In case a MSO avails HD Bouquet offered by STAR: a) if the MSO is providing the Bouquet(s) as a whole to its Subscribers, the Monthly License Fee for such Bouquet(s) shall be equal to the Bouquet Rate as set out in the Schedule C multiplied by the number of monthly average number of subscribers availing the Bouquet(s). b) if the MSO does not offer such opted Bouquet(s) as a whole to its Subscriber but offers only certain HD Channels comprised in such bouquet or packages of the HD Channels comprised in such opted Bouquet in a manner resulting in different subscriber base for different HD Channels comprised in such opted Bouquet, then the payment to STAR for such entire opted Bouquet by the MSO, shall be calculated on the basis of subscriber base for the HD Channel which has highest subscriber base amongst the HD Channels comprised in the Bouquet. 7.4.2 In case the MSO avails one or more or all HD Channels of STAR on A- xx- xxxxx basis: a) If the MSO is providing the HD Channels on A-xx- xxxxx basis to its Subscribers, the Monthly License Fee for such A-xx-xxxxx HD Channels shall be equal to the A-xx-xxxxx Rate as set out in Schedule C multiplied by the number of monthly average number of Subscribers availing the HD Channels on A-xx-xxxxx basis. b) if the MSO does not offer such opted A-xx- xxxxx HD Channel(s) as A-xx-xxxxx to its Subscriber but offers the HD Channels on A-xx-xxxxx basis in packages, then the payment to STAR for each of the HD Channels, shall be calculated on the basis of subscriber base of the package in which such opted A-xx-xxxxx HD Channel(s) has been placed. 7.4.3 In case a MSO avails one or more HD Channels on A-xx- xxxxx Rate basis and also opts for different Bouquet(s) not comprising of HD Channels opted on A-xx-xxxxx basis of STAR: (a) For Bouquet(s), the Monthly License Fee shall be calculated on the basis of sub clause 7.4.1 above. (b) For A-xx-xxxxx, the Monthly License Fee shall be calculated on the basis of sub clause 7.4.2 above. 7.4.4 In the event the MSO avails any of the HD Channels on A-xx-xxxxx or Bouquet basis from STAR, and activates the HD Channels for any month or part thereof, the calculation of Subscriber base for such HD Channels shall be based on the total number of subscribers subscribing to the bouquet(s) offered by the MSO to the subscribers, that offer such HD Channel for the whole month irrespective of the fact whether the HD Channel is activated or de-activated. Further, the calculation will be on the calendar month basis and if the activation of such HD Channels, as part of bouquet or a-xx-xxxxx, spill over to the next calendar month, the total subscribers for such will be counted for both the months 7.5 Payment of the License Fee shall be subject to deduction of any withholding tax/ TDS in accordance with the provisions of the Indian Income Tax Act, 1961, as amended from time to time. 8. Independent Affiliate 8.1 “Independent Affiliate” for the purposes of this Agreement shall mean a cable operator who is or was availing the signals of the HD Channels directly from STAR in terms of a separate agreement between STAR and the Independent Affiliate. 8.2 Without prejudice to the provisions of Clause 19, the MSO agrees not to connect or make available the signals of the HD Channels through the Distribution System to any Independent Affiliate without STAR’s prior written consent vide a written agreement. which STAR has the right to withhold such consent in its sole discretion, till such time that the Independent Affiliate does not clear all the outstanding amounts payable by the Independent Affiliate to STAR for such time the Independent Affiliate was been availing the signals of HD Channels under their agreement with STAR . 9. Payment Terms 9.1 The Monthly License Fee shall be paid monthly in arrears within fifteen (15) days of receipt of invoice raised by STAR (“Due Date”) on the basis of Report provided the MSO to STAR without any deduction except deduction of withholding tax/TDS as provided in this Agreement. 9.2 Within seven (7) days of end of each month, the MSO shall provide opening, closing and average number of Subscribers for that month, based on which STAR shall raise an invoice on the MSO. In case the MSO fails to send the Report within the said period of seven (7) days, STAR shall have the right to raise a provisional invoice and the MSO shall be under obligation to pay the License Fee on the basis of such provisional invoice in accordance with the terms of this Clause 9.2. However the provisional invoice shall be for an amount not more than the Monthly License Fee payable by the MSO for the immediately preceding month. On receipt of the Report from the MSO, the Parties would conduct reconciliation between the provisional invoice raised by STAR and the Report sent by the MSO. In the event, the MSO habitually defaults in timely submission of Reports on Report Deadline (defined later) which causes delay in raising of invoices by STAR and consequent delay in payment of License Fee due to the lapses on the part of the MSO, the MSO shall be liable to pay to STAR fair pre estimate damages to the tune of Rs. 1,00,000/- (Rupees One Lakh only) per day for the delay in submission of Report computed on daily basis after the Report Deadline. 9.3 Time is of the essence of this Agreement by which the MSO shall be required to make payments by the Due Date in accordance with the terms hereof and on Due Date, and any failure to do so on the part of the MSO shall constitute a material breach hereunder. Late payments shall also attract interest calculated from the date payment was due until the date payment is made in full at a pro rata monthly rate of 2%. The imposition and collection of interest on late payments does not constitute a waiver of the MSO’s obligation to pay the License Fee by the Due Date, and STAR shall retain all of its other rights and remedies under the Agreement. MSO shall in addition to such interest shall also be liable to pay the applicable GST on the same. 9.4 All payments due to STAR under this Agreement shall be made in India in Indian Rupees. All License Fee payments hereunder are exclusive of all applicable indirect taxes including all and any service taxes, VAT, Goods and Services Tax (GST) as applicable, works contract taxes, customs duties, charges, levies excise duties, entertainment taxes and other such taxes. All such taxes shall be at MSO’s cost and will be charged at the prevailing rates by STAR to the MSO. 9.5 If payment of the License Fee is subject to deduction of any withholding tax/TDS in accordance with the provisions of the Indian Income Tax Xxx 0000, as amended, the MSO shall provide tax withholding certificates to STAR within such period as has been specified in the Income Tax Act/ Rules/ Notifications/ Circulars issued thereunder. 9.6 All payments from the MSO to STAR under this Agreement shall be paid either by (i) Demand Draft in favour of 'STAR India Private Limited', payable at its head office or any other place that may be specified by STAR in writing from time to time; or (ii) electronic wire transfer into the STAR’s Bank Account details of which shall be provided to MSO from time to time, accompanied by documentary evidence certified by the MSO’s bank that the payment has been transferred to the STAR’s bank account or (iii) any other mode as intimated by STAR. 9.7 For all payments, including on-account payments made by the MSO to STAR, the MSO shall intimate their Goods & Services Taxpayer Identification Number (“GSTIN”) and details of invoices against which such payments are being made to STAR. 9.8 At the time of advance payment ,if any the MSO shall give their GSTIN details for which the payment is made and payment allocation details to be provided on receipt of the invoice(s) raised by STAR. 9.9 It is further agreed that post allocation against the invoices and GSTIN (of MSO) by STAR on advice of the MSO for on-account payments and/or advances received, no subsequent changes to the allocation against invoices and GSTIN of the MSO can be made by STAR. 9.10 If any payment or advance payment is made by the MSO under this Agreement, the MSO shall inform STAR of its GSTIN number on account of which the payment is done. If the MSO fails to inform STAR of such GSTIN then STAR shall be entitled to allocate such payment in full or in part to such MSO’s GSTIN(s) as STAR may deem fit. The Parties agree that the GSTIN(s) allocated for the payment in accordance with this clause shall be final and shall not be changed under any circumstances post allocation and/or raising of invoice. For any payment or advance payment made by the MSO to STAR, the MSO undertakes and agrees to provide all the requisite documents as may be required by STAR under the GST Laws. 9.11 Within seven (7) days of receipt of invoice by the MSO under this Agreement, the MSO shall notify in writing to STAR the discrepancies in the said invoice, (if any). In the event the MSO fails to notify any discrepancies in the said invoice within the stipulated time, then such invoice shall be deemed to have been duly accepted by the MSO and the MSO shall be precluded from raising any dispute with regard to such invoice and shall not be entitled to seek any changes in such invoice unless agreed otherwise by STAR, after the lapse of stipulated period. 9.12 In the event the MSO is entitled for any exemption or lower rate of tax than the one determined by STAR, then the MSO shall provide such lower tax rate certificate issued by the Revenue Authorities prior to raising of invoice by STAR along with all the requisite documents and details as may be required for claiming the exemption or lower rate of tax under the GST Laws. In case any claims arises on STAR due to such exemption or lower rate of taxation availed by the MSO in respect of payment made under this Agreement, then the MSO shall be liable to indemnify STAR for such claims, losses or penalties. 9.13 The Parties shall provide all the details as may be required with respect to GST to this Agreement. If due to failure on the part of the MSO to provide any details of allocation of payment, if STAR incurs any loss or if any penalty is levied on STAR, then the MSO shall be liable to indemnify STAR for all such loss and/or penalty. 9.14 The harmonized system of nomenclature (“HSN”) code of goods/services supplied under this Agreement shall be mentioned by STAR on requisite documents. 9.15 If the amount of GST recovered from STAR under this Agreement differs, for any reason, from the amount of GST paid or payable by STAR to the Revenue Authorities, including by reason of: 9.15.1 an amendment in the GST Laws and/or rules thereunder; 9.15.2 issue of or an alternation in ruling or advice of the Revenue Authorities; 9.15.3 a refund of GST to the MSO in respect of any supply made under this Agreement; and 9.15.4 a decision of any tribunal or court; then the difference in amounts shall be borne by the MSO. 9.16 The MSO agrees that STAR shall not be liable for any allowance or disallowance of input tax credit by the Revenue Authorities to the MSO basis the payment made under this Agreement. 9.17 In case where STAR uploads the GST details of the MSO (as provided by the MSO), and the same is disputed/or is litigated with STAR by the Tax authorities, in such a case MSO undertakes and agrees to indemnify STAR for any tax liability and other related interest, penalties etc payable by STAR to Tax authorities. Any cost of litigation would be borne by the MSO. 9.18 In case of any incorrect / incomplete / non-compliance on behalf of the MSO and because of which a demand is made on STAR by the tax authorities, the MSO shall be immediately liable to pay the applicable taxes / amounts (including interest, penalty and associated litigation cost) if any upon notification by the STAR. Any cost of litigation would be borne by the MSO. 9.19 In case the input tax credit to the MSO is not allowed to the MSO due to his non provision of the correct details to STAR, STAR shall not be responsible for such non allowance to MSO. 9.20 If any proceedings are initiated under the GST Laws, the Parties agree that it shall reasonably co-operate with the other Party and shall provide all the information as may be reasonably required for such proceedings. 9.21 The MSO agrees in the event if there is any change in License Fee on account of change in GSTINs or by way of tax deduction or any other reason then the MSO shall be liable to pay such differential amount to STAR. 9.22 The Parties agree that non-registration by the MSO under the GST Laws or suspension or cancellation of such registration does not preclude STAR from charging the applicable GST under this Agreement and the MSO shall be liable to pay such GST, regardless of its GST registration. The MSO undertakes and agrees the MSO is responsible for timely submission of GSTINs and other details as required and non-submission of GSTINs will be construed as non- registered under GST laws and the MSO shall have no claim against STAR for non-provisioning of GSTINs or late submission of GSTINs. 9.23

Calculation of License Fee. 7.4.1 In case a MSO HITSO avails HD the Bouquet offered by STAR: a) if If the MSO HITSO is providing the Bouquet(s) Bouquet as a whole to its Subscribers, the Monthly License Fee for such Bouquet(s) Bouquet shall be equal to the Bouquet Rate as set out in the Schedule C multiplied by the number of monthly average number of subscribers availing the Bouquet(s)Bouquet. b) if the MSO HITSO does not offer such opted Bouquet(s) Bouquet as a whole to its Subscriber but offers only certain HD Channels comprised in such bouquet or packages of the HD Channels comprised in such opted Bouquet in a manner resulting in different subscriber base for different HD Channels comprised in such opted Bouquet, then the payment to STAR for such entire opted Bouquet by the MSOHITSO, shall be calculated on the basis of subscriber base for the HD Channel which has highest subscriber base amongst the HD Channels comprised in the Bouquet. 7.4.2 In case the MSO a HITSO avails one or more or all HD Channels of STAR on A- A-xx- xxxxx basis: a) If the MSO HITSO is providing the HD Channels on A-xx- xxxxx basis to its Subscribers, the Monthly License Fee for such A-xx-xx- xxxxx HD Channels shall be equal to the A-xx-xx- xxxxx Rate as set out in the Schedule C multiplied by the number of monthly average number of Subscribers availing the HD Channels on A-xx-xx- xxxxx basis. b) if the MSO HITSO does not offer such opted A-xx- xxxxx HD Channel(s) as A-xx-xx- xxxxx to its Subscriber but offers the HD Channels Channel (s) on A-xx-xx- xxxxx basis in packages, then the payment to STAR for each of the HD Channels, shall be calculated on the basis of subscriber base of the package in which such opted A-xx-xx- xxxxx HD Channel(s) has been placed. 7.4.3 In case a MSO HITSO avails one or more HD Channels on A-xx- xxxxx Rate basis and also opts for different Bouquet(s) Bouquet not comprising of HD Channels opted on A-xx-xx- xxxxx basis of STAR: (a) For Bouquet(s)Bouquet, the Monthly License Fee shall be calculated on the basis of sub clause 7.4.1 above. (b) For A-xx-xxxxxxx- xxxxx offering of HD Channels, the Monthly License Fee shall be calculated on the basis of sub clause 7.4.2 above. 7.4.4 In the event the MSO HITSO avails any of the HD Channels on A-xx-xxxxx or Bouquet basis from STAR, and activates the HD Channels for any month or part thereof, the calculation of Subscriber base for such HD Channels shall be based on the total number of subscribers subscribing to the bouquet(s) bouquet offered by the MSO HITSO to the subscribers, that offer such HD Channel for the whole month irrespective of the fact whether the HD Channel is activated or de-activated. Further, the calculation will be on the calendar month basis and if the activation of such HD Channels, as part of bouquet or a-xx-xxxxx, spill over to the next calendar month, the total subscribers for such will be counted for both the months 7.5 Payment of the License Fee shall be subject to deduction of any withholding tax/ TDS in accordance with the provisions of the Indian Income Tax Act, 1961, as amended from time to time. 8. Independent Affiliate 8.1 ““Independent Affiliate” for the purposes of this Agreement shall mean a cable operator who is or was availing the signals of the HD Channels directly from STAR in terms of a separate agreement between STAR and the Independent Affiliate. 8.2 Without prejudice to the provisions of Clause 19, the MSO HITSO agrees not to connect or make available the signals of the HD Channels through the Distribution System to any Independent Affiliate without STAR’s prior written consent vide a written agreement. which STAR has the right to withhold such consent in its sole discretion, till such time that the Independent Affiliate does not clear all the outstanding amounts payable by the Independent Affiliate to STAR for such time the Independent Affiliate was been availing the signals of HD Channels under their agreement with STAR STAR. 9. Payment Terms 9.1 The Monthly License Fee shall be paid monthly in arrears within fifteen (15) days of receipt of invoice raised by STAR (“Due Date”) on the basis of Report provided by the MSO HITSO to STAR without any deduction except deduction of withholding tax/TDS as provided in this Agreement. 9.2 Within seven (7) days of end of each month, the MSO HITSO shall provide opening, closing and average number of Subscribers for that month, based on which STAR shall raise an invoice on the MSOHITSO. In case the MSO HITSO fails to send the Report within the said period of seven (7) days, STAR shall have the right to raise a provisional invoice and the MSO HITSO shall be under obligation to pay the License Fee on the basis of such provisional invoice in accordance with the terms of this Clause clause 9.2. However the provisional invoice shall be for an amount not more than the Monthly License Fee payable by the MSO HITSO for the immediately preceding month. On receipt of the Report from the MSOHITSO, the Parties would conduct reconciliation between the provisional invoice raised by STAR and the Report sent by the MSOHITSO. In the event, the MSO HITSO habitually defaults in timely submission of Reports on Report Deadline (defined later) which causes delay in raising of invoices by STAR and consequent delay in payment of License Fee due to the lapses on the part of the MSOHITSO, the MSO HITSO shall be liable to pay to STAR fair pre estimate damages to the tune of Rs. 1,00,000/- (Rupees One Lakh only) per day for the delay in submission of Report computed on daily basis after the Report Deadline. 9.3 Time is of the essence of this Agreement by which the MSO HITSO shall be required to make payments by the Due Date in accordance with the terms hereof and on Due Date, and any failure to do so on the part of the MSO HITSO shall constitute a material breach hereunder. Late payments shall also attract interest calculated from the date payment was due until the date payment is made in full at a pro rata monthly rate of 21.5%. The imposition and collection of interest on late payments does not constitute a waiver of the MSOHITSO’s obligation to pay the License Fee by the Due Date, and STAR shall retain all of its other rights and remedies under the Agreement. MSO HITSO shall in addition to such interest shall also be liable to pay the applicable GST on the same. 9.4 All payments due to STAR under this Agreement shall be made in India in Indian Rupees. All License Fee payments hereunder are exclusive of all applicable indirect taxes including all and any service taxes, VAT, Goods and Services Tax (GST) as applicable, works contract taxes, customs duties, charges, levies excise duties, entertainment taxes and other such taxes. All such taxes shall be at MSOHITSO’s cost and will be charged at the prevailing rates by STAR to the MSOHITSO. 9.5 If payment of the License Fee is subject to deduction of any withholding tax/TDS in accordance with the provisions of the Indian Income Tax Xxx 0000, as amended, the MSO HITSO shall provide tax withholding certificates to STAR within such period as has been specified in the Income Tax Act/ Rules/ Notifications/ Circulars issued thereunder. 9.6 All payments from the MSO HITSO to STAR under this Agreement shall be paid either by (i) Demand Draft in favour of 'STAR India Private Limited', payable at its head office or any other place that may be specified by STAR in writing from time to time; or (ii) electronic wire transfer into the STAR’s Bank Account details of which shall be provided to MSO HITSO from time to time, accompanied by documentary evidence certified by the MSOHITSO’s bank that the payment has been transferred to the STAR’s bank account or (iii) any other mode as intimated by STAR. 9.7 For all payments, including on-account payments made by the MSO HITSO to STAR, the MSO HITSO shall intimate their Goods & Services Taxpayer Identification Number (“GSTIN”) and details of invoices against which such payments are being made to STAR. 9.8 At the time of advance payment ,payment, if any any, the MSO HITSO shall give their GSTIN details for which the payment is made and payment allocation details to be provided on receipt of the invoice(s) raised by STAR. 9.9 It is further agreed that post allocation against the invoices and GSTIN (of MSOHITSO) by STAR on advice of the MSO HITSO for on-account payments and/or advances received, no subsequent changes to the allocation against invoices and GSTIN of the MSO HITSO can be made by STAR. 9.10 If any payment or advance payment is made by the MSO HITSO under this Agreement, the MSO HITSO shall inform STAR of its GSTIN number on account of which the payment is done. If the MSO HITSO fails to inform STAR of such GSTIN then STAR shall be entitled to allocate such payment in full or in part to such MSOHITSO’s GSTIN(s) as STAR may deem fit. The Parties agree that the GSTIN(s) allocated for the payment in accordance with this clause shall be final and shall not be changed under any circumstances post allocation and/or raising of invoice. For any payment or advance payment made by the MSO HITSO to STAR, the MSO HITSO undertakes and agrees to provide all the requisite documents as may be required by STAR under the GST Laws. 9.11 Within seven (7) days of receipt of invoice by the MSO HITSO under this Agreement, the MSO HITSO shall notify in writing to STAR the discrepancies in the said invoice, (if any). In the event the MSO HITSO fails to notify any discrepancies in the said invoice within the stipulated time, then such invoice shall be deemed to have been duly accepted by the MSO HITSO and the MSO HITSO shall be precluded from raising any dispute with regard to such invoice and shall not be entitled to seek any changes in such invoice unless agreed otherwise by STAR, after the lapse of stipulated period. 9.12 In the event the MSO HITSO is entitled for any exemption or lower rate of tax than the one determined by STAR, then the MSO HITSO shall provide such lower tax rate certificate issued by the Revenue Authorities prior to raising of invoice by STAR along with all the requisite documents and details as may be required for claiming the exemption or lower rate of tax under the GST Laws. In case any claims arises on STAR due to such exemption or lower rate of taxation availed by the MSO HITSO in respect of payment made under this Agreement, then the MSO HITSO shall be liable to indemnify STAR for such claims, losses or penalties. 9.13 The Parties shall provide all the details as may be required with respect to GST to this Agreement. If due to failure on the part of the MSO HITSO to provide any details of allocation of payment, if STAR incurs any loss or if any penalty is levied on STAR, then the MSO HITSO shall be liable to indemnify STAR for all such loss and/or penalty. 9.14 The harmonized system of nomenclature (“HSN”) code of goods/services supplied under this Agreement shall be mentioned by STAR on requisite documents. 9.15 If the amount of GST recovered from STAR under this Agreement differs, for any reason, from the amount of GST paid or payable by STAR to the Revenue Authorities, including by reason of: 9.15.1 an amendment in the GST Laws and/or rules thereunder; 9.15.2 issue of or an alternation in ruling or advice of the Revenue Authorities; 9.15.3 a refund of GST to the MSO HITSO in respect of any supply made under this Agreement; and 9.15.4 a decision of any tribunal or court; then the difference in amounts shall be borne by the MSOHITSO. 9.16 The MSO HITSO agrees that STAR shall not be liable for any allowance or disallowance of input tax credit by the Revenue Authorities to the MSO HITSO basis the payment made under this Agreement. 9.17 In case where STAR uploads the GST details of the MSO HITSO (as provided by the MSOHITSO), and the same is disputed/or is litigated with STAR by the Tax authorities, in such a case MSO HITSO undertakes and agrees to indemnify STAR for any tax liability and other related interest, penalties etc payable by STAR to Tax authorities. Any cost of litigation would be borne by the MSOHITSO. 9.18 In case of any incorrect / incomplete / non-compliance on behalf of the MSO HITSO and because of which a demand is made on STAR by the tax authorities, the MSO HITSO shall be immediately liable to pay the applicable taxes / amounts (including interest, penalty and associated litigation cost) if any upon notification by the STAR. Any cost of litigation would be borne by the MSOHITSO. 9.19 In case the input tax credit to the MSO HITSO is not allowed to the MSO HITSO due to his non provision of the correct details to STAR, STAR shall not be responsible for such non allowance to MSOHITSO. 9.20 If any proceedings are initiated under the GST Laws, the Parties agree that it shall reasonably co-operate with the other Party and shall provide all the information as may be reasonably required for such proceedings. 9.21 The MSO HITSO agrees in the event if there is any change in License Fee on account of change in GSTINs or by way of tax deduction or any other reason reason, then the MSO HITSO shall be liable to pay such differential amount to STAR. 9.22 The Parties agree that non-registration by the MSO HITSO under the GST Laws or suspension or cancellation of such registration does not preclude STAR from charging the applicable GST under this Agreement and the MSO HITSO shall be liable to pay such GST, regardless of its GST registration. The MSO HITSO undertakes and agrees the MSO HITSO is responsible for timely submission of GSTINs and other details as required and non-submission of GSTINs will be construed as non- non-registered under GST laws and the MSO HITSO shall have no claim against STAR for non-provisioning of GSTINs or late submission of GSTINs. 9.23

Calculation of License Fee. 7.4.1 In case a MSO DTHO avails HD the Bouquet option offered by STAR: a) if the MSO DTHO is providing the Bouquet(s) as a whole to its Subscribers, the Monthly License Fee for such Bouquet(s) shall be equal to the Bouquet Rate as set out in the Schedule C multiplied by the number of monthly average number of subscribers availing the Bouquet(s). b) if the MSO DTHO does not offer such opted Bouquet(s) as a whole to its Subscriber but offers only certain HD Channels comprised in such bouquet or packages of the HD Channels comprised in such opted Bouquet in a manner resulting in different subscriber base for different HD Channels comprised in such opted Bouquet, then the payment to STAR for such entire opted Bouquet by the MSODTHO, shall be calculated on the basis of subscriber base for the HD Channel which has highest subscriber base amongst the HD Channels comprised in the Bouquet. 7.4.2 In case the MSO a DTHO avails one or more or all HD Channels of STAR on A- A-xx- xxxxx basis: a) If the MSO DTHO is providing the HD Channels on A-xx- xxxxx basis to its Subscribers, the Monthly License Fee for such A-xx-xxxxx HD Channels shall be equal to the A-xx-xxxxx Rate as set out in Schedule C multiplied by the number of monthly average number of Subscribers availing the HD Channels on A-xx-xxxxx basis. b) if the MSO DTHO does not offer such opted A-xx- xxxxx HD Channel(s) as A-xx-xxxxx to its Subscriber but offers the HD Channels on A-A- xx-xxxxx basis in packages, then the payment to STAR for each of the HD Channels, shall be calculated on the basis of subscriber base of the package in which such opted A-xx-xxxxx HD Channel(s) has been placed. 7.4.3 In case a MSO DTHO avails one or more HD Channels on A-xx- xxxxx Rate basis and also opts for different Bouquet(s) not comprising of HD Channels opted on A-xx-xxxxx basis of STAR: (a) For Bouquet(s)Bouquet, the Monthly License Fee shall be calculated on the basis of sub clause 7.4.1 above. (b) For A-xx-xxxxx, the Monthly License Fee shall be calculated on the basis of sub clause 7.4.2 above. 7.4.4 In the event the MSO DTHO avails any of the HD Channels on A-xx-xxxxx or Bouquet basis from STAR, and activates the HD Channels for any month or part thereof, the calculation of Subscriber base for such HD Channels shall be based on the total number of subscribers subscribing to the bouquet(s) all such bouquets offered by the MSO DTHO to the subscribers, that offer such HD Channel for the whole month irrespective of the fact whether the HD Channel is activated or de-de- activated. Further, the calculation will be on the calendar month basis and if the activation of such HD Channels, as part of bouquet or a-xx-xxxxx, spill over to the next calendar month, the total subscribers for such will be counted for both the months 7.5 Payment of the License Fee shall be subject to deduction of any withholding tax/ TDS in accordance with the provisions of the Indian Income Tax Act, 1961, as amended from time to time. 8. Independent Affiliate 8.1 “Independent Affiliate” for the purposes of this Agreement shall mean a cable operator who is or was availing the signals of the HD Channels directly from STAR in terms of a separate agreement between STAR and the Independent Affiliate. 8.2 Without prejudice to the provisions of Clause 19, the MSO agrees not to connect or make available the signals of the HD Channels through the Distribution System to any Independent Affiliate without STAR’s prior written consent vide a written agreement. which STAR has the right to withhold such consent in its sole discretion, till such time that the Independent Affiliate does not clear all the outstanding amounts payable by the Independent Affiliate to STAR for such time the Independent Affiliate was been availing the signals of HD Channels under their agreement with STAR . 9. Payment Terms 9.1 The Monthly License Fee shall be paid monthly in arrears within fifteen (15) days of receipt of invoice raised by STAR (“Due Date”) on the basis of Report provided the MSO to STAR without any deduction except deduction of withholding tax/TDS as provided in this Agreement. 9.2 Within seven (7) days of end of each month, the MSO shall provide opening, closing and average number of Subscribers for that month, based on which STAR shall raise an invoice on the MSO. In case the MSO fails to send the Report within the said period of seven (7) days, STAR shall have the right to raise a provisional invoice and the MSO shall be under obligation to pay the License Fee on the basis of such provisional invoice in accordance with the terms of this Clause 9.2. However the provisional invoice shall be for an amount not more than the Monthly License Fee payable by the MSO for the immediately preceding month. On receipt of the Report from the MSO, the Parties would conduct reconciliation between the provisional invoice raised by STAR and the Report sent by the MSO. In the event, the MSO habitually defaults in timely submission of Reports on Report Deadline (defined later) which causes delay in raising of invoices by STAR and consequent delay in payment of License Fee due to the lapses on the part of the MSO, the MSO shall be liable to pay to STAR fair pre estimate damages to the tune of Rs. 1,00,000/- (Rupees One Lakh only) per day for the delay in submission of Report computed on daily basis after the Report Deadline. 9.3 Time is of the essence of this Agreement by which the MSO shall be required to make payments by the Due Date in accordance with the terms hereof and on Due Date, and any failure to do so on the part of the MSO shall constitute a material breach hereunder. Late payments shall also attract interest calculated from the date payment was due until the date payment is made in full at a pro rata monthly rate of 2%. The imposition and collection of interest on late payments does not constitute a waiver of the MSO’s obligation to pay the License Fee by the Due Date, and STAR shall retain all of its other rights and remedies under the Agreement. MSO shall in addition to such interest shall also be liable to pay the applicable GST on the same. 9.4 All payments due to STAR under this Agreement shall be made in India in Indian Rupees. All License Fee payments hereunder are exclusive of all applicable indirect taxes including all and any service taxes, VAT, Goods and Services Tax (GST) as applicable, works contract taxes, customs duties, charges, levies excise duties, entertainment taxes and other such taxes. All such taxes shall be at MSO’s cost and will be charged at the prevailing rates by STAR to the MSO. 9.5 If payment of the License Fee is subject to deduction of any withholding tax/TDS in accordance with the provisions of the Indian Income Tax Xxx 0000, as amended, the MSO shall provide tax withholding certificates to STAR within such period as has been specified in the Income Tax Act/ Rules/ Notifications/ Circulars issued thereunder. 9.6 All payments from the MSO to STAR under this Agreement shall be paid either by (i) Demand Draft in favour of 'STAR India Private Limited', payable at its head office or any other place that may be specified by STAR in writing from time to time; or (ii) electronic wire transfer into the STAR’s Bank Account details of which shall be provided to MSO from time to time, accompanied by documentary evidence certified by the MSO’s bank that the payment has been transferred to the STAR’s bank account or (iii) any other mode as intimated by STAR. 9.7 For all payments, including on-account payments made by the MSO to STAR, the MSO shall intimate their Goods & Services Taxpayer Identification Number (“GSTIN”) and details of invoices against which such payments are being made to STAR. 9.8 At the time of advance payment ,if any the MSO shall give their GSTIN details for which the payment is made and payment allocation details to be provided on receipt of the invoice(s) raised by STAR. 9.9 It is further agreed that post allocation against the invoices and GSTIN (of MSO) by STAR on advice of the MSO for on-account payments and/or advances received, no subsequent changes to the allocation against invoices and GSTIN of the MSO can be made by STAR. 9.10 If any payment or advance payment is made by the MSO under this Agreement, the MSO shall inform STAR of its GSTIN number on account of which the payment is done. If the MSO fails to inform STAR of such GSTIN then STAR shall be entitled to allocate such payment in full or in part to such MSO’s GSTIN(s) as STAR may deem fit. The Parties agree that the GSTIN(s) allocated for the payment in accordance with this clause shall be final and shall not be changed under any circumstances post allocation and/or raising of invoice. For any payment or advance payment made by the MSO to STAR, the MSO undertakes and agrees to provide all the requisite documents as may be required by STAR under the GST Laws. 9.11 Within seven (7) days of receipt of invoice by the MSO under this Agreement, the MSO shall notify in writing to STAR the discrepancies in the said invoice, (if any). In the event the MSO fails to notify any discrepancies in the said invoice within the stipulated time, then such invoice shall be deemed to have been duly accepted by the MSO and the MSO shall be precluded from raising any dispute with regard to such invoice and shall not be entitled to seek any changes in such invoice unless agreed otherwise by STAR, after the lapse of stipulated period. 9.12 In the event the MSO is entitled for any exemption or lower rate of tax than the one determined by STAR, then the MSO shall provide such lower tax rate certificate issued by the Revenue Authorities prior to raising of invoice by STAR along with all the requisite documents and details as may be required for claiming the exemption or lower rate of tax under the GST Laws. In case any claims arises on STAR due to such exemption or lower rate of taxation availed by the MSO in respect of payment made under this Agreement, then the MSO shall be liable to indemnify STAR for such claims, losses or penalties. 9.13 The Parties shall provide all the details as may be required with respect to GST to this Agreement. If due to failure on the part of the MSO to provide any details of allocation of payment, if STAR incurs any loss or if any penalty is levied on STAR, then the MSO shall be liable to indemnify STAR for all such loss and/or penalty. 9.14 The harmonized system of nomenclature (“HSN”) code of goods/services supplied under this Agreement shall be mentioned by STAR on requisite documents. 9.15 If the amount of GST recovered from STAR under this Agreement differs, for any reason, from the amount of GST paid or payable by STAR to the Revenue Authorities, including by reason of: 9.15.1 an amendment in the GST Laws and/or rules thereunder; 9.15.2 issue of or an alternation in ruling or advice of the Revenue Authorities; 9.15.3 a refund of GST to the MSO in respect of any supply made under this Agreement; and 9.15.4 a decision of any tribunal or court; then the difference in amounts shall be borne by the MSO. 9.16 The MSO agrees that STAR shall not be liable for any allowance or disallowance of input tax credit by the Revenue Authorities to the MSO basis the payment made under this Agreement. 9.17 In case where STAR uploads the GST details of the MSO (as provided by the MSO), and the same is disputed/or is litigated with STAR by the Tax authorities, in such a case MSO undertakes and agrees to indemnify STAR for any tax liability and other related interest, penalties etc payable by STAR to Tax authorities. Any cost of litigation would be borne by the MSO. 9.18 In case of any incorrect / incomplete / non-compliance on behalf of the MSO and because of which a demand is made on STAR by the tax authorities, the MSO shall be immediately liable to pay the applicable taxes / amounts (including interest, penalty and associated litigation cost) if any upon notification by the STAR. Any cost of litigation would be borne by the MSO. 9.19 In case the input tax credit to the MSO is not allowed to the MSO due to his non provision of the correct details to STAR, STAR shall not be responsible for such non allowance to MSO. 9.20 If any proceedings are initiated under the GST Laws, the Parties agree that it shall reasonably co-operate with the other Party and shall provide all the information as may be reasonably required for such proceedings. 9.21 The MSO agrees in the event if there is any change in License Fee on account of change in GSTINs or by way of tax deduction or any other reason then the MSO shall be liable to pay such differential amount to STAR. 9.22 The Parties agree that non-registration by the MSO under the GST Laws or suspension or cancellation of such registration does not preclude STAR from charging the applicable GST under this Agreement and the MSO shall be liable to pay such GST, regardless of its GST registration. The MSO undertakes and agrees the MSO is responsible for timely submission of GSTINs and other details as required and non-submission of GSTINs will be construed as non- registered under GST laws and the MSO shall have no claim against STAR for non-provisioning of GSTINs or late submission of GSTINs. 9.23.

Calculation of License Fee. 7.4.1 In case a MSO IPTVO avails HD the Bouquet option offered by STAR: a) if the MSO IPTVO is providing the Bouquet(s) as a whole to its Subscribers, the Monthly License Fee for such Bouquet(s) shall be equal to the Bouquet Rate as set out in the Schedule C multiplied by the number of monthly average number of subscribers availing the Bouquet(s). b) if the MSO IPTVO does not offer such opted Bouquet(s) as a whole to its Subscriber but offers only certain HD Channels comprised in such bouquet or packages of the HD Channels comprised in such opted Bouquet in a manner resulting in different subscriber base for different HD Channels comprised in such opted Bouquet, then the payment to STAR for such entire opted Bouquet by the MSOIPTVO, shall be calculated on the basis of subscriber base for the HD Channel which has highest subscriber base amongst the HD Channels comprised in the Bouquet. 7.4.2 In case the MSO a IPTVO avails one or more or all HD Channels of STAR on A- A-xx- xxxxx basis: a) If the MSO IPTVO is providing the HD Channels on A-xx- xxxxx basis to its Subscribers, the Monthly License Fee for such A-xx-xxxxx HD Channels shall be equal to the A-xx-xxxxx Rate as set out in Schedule C multiplied by the number of monthly average number of Subscribers availing the HD Channels on A-xx-xxxxx basis. b) if the MSO IPTVO does not offer such opted A-xx- xxxxx HD Channel(s) as A-xx-xxxxx to its Subscriber but offers the HD Channels on A-A- xx-xxxxx basis in packages, then the payment to STAR for each of the HD Channels, shall be calculated on the basis of subscriber base of the package in which such opted A-xx-xxxxx HD Channel(s) has been placed. 7.4.3 In case a MSO IPTVO avails one or more HD Channels on A-xx- xxxxx Rate basis and also opts for different Bouquet(s) not comprising of HD Channels opted on A-xx-xxxxx basis of STAR: (a) For Bouquet(s)Bouquet, the Monthly License Fee shall be calculated on the basis of sub clause 7.4.1 above. (b) For A-xx-xxxxx, the Monthly License Fee shall be calculated on the basis of sub clause 7.4.2 above. 7.4.4 In the event the MSO IPTVO avails any of the HD Channels on A-xx-xxxxx or Bouquet basis from STAR, and activates the HD Channels for any month or part thereof, the calculation of Subscriber base for such HD Channels shall be based on the total number of subscribers subscribing to the bouquet(s) all such bouquets offered by the MSO IPTVO to the subscribers, that offer such HD Channel for the whole month irrespective of the fact whether the HD Channel is activated or de-de- activated. Further, the calculation will be on the calendar month basis and if the activation of such HD Channels, as part of bouquet or a-xx-xxxxx, spill over to the next calendar month, the total subscribers for such will be counted for both the months 7.5 Payment of the License Fee shall be subject to deduction of any withholding tax/ TDS in accordance with the provisions of the Indian Income Tax Act, 1961, as amended from time to time. 8. Independent Affiliate 8.1 “Independent Affiliate” for the purposes of this Agreement shall mean a cable operator who is or was availing the signals of the HD Channels directly from STAR in terms of a separate agreement between STAR and the Independent Affiliate. 8.2 Without prejudice to the provisions of Clause 19, the MSO agrees not to connect or make available the signals of the HD Channels through the Distribution System to any Independent Affiliate without STAR’s prior written consent vide a written agreement. which STAR has the right to withhold such consent in its sole discretion, till such time that the Independent Affiliate does not clear all the outstanding amounts payable by the Independent Affiliate to STAR for such time the Independent Affiliate was been availing the signals of HD Channels under their agreement with STAR . 9. Payment Terms 9.1 The Monthly License Fee shall be paid monthly in arrears within fifteen (15) days of receipt of invoice raised by STAR (“Due Date”) on the basis of Report provided the MSO to STAR without any deduction except deduction of withholding tax/TDS as provided in this Agreement. 9.2 Within seven (7) days of end of each month, the MSO shall provide opening, closing and average number of Subscribers for that month, based on which STAR shall raise an invoice on the MSO. In case the MSO fails to send the Report within the said period of seven (7) days, STAR shall have the right to raise a provisional invoice and the MSO shall be under obligation to pay the License Fee on the basis of such provisional invoice in accordance with the terms of this Clause 9.2. However the provisional invoice shall be for an amount not more than the Monthly License Fee payable by the MSO for the immediately preceding month. On receipt of the Report from the MSO, the Parties would conduct reconciliation between the provisional invoice raised by STAR and the Report sent by the MSO. In the event, the MSO habitually defaults in timely submission of Reports on Report Deadline (defined later) which causes delay in raising of invoices by STAR and consequent delay in payment of License Fee due to the lapses on the part of the MSO, the MSO shall be liable to pay to STAR fair pre estimate damages to the tune of Rs. 1,00,000/- (Rupees One Lakh only) per day for the delay in submission of Report computed on daily basis after the Report Deadline. 9.3 Time is of the essence of this Agreement by which the MSO shall be required to make payments by the Due Date in accordance with the terms hereof and on Due Date, and any failure to do so on the part of the MSO shall constitute a material breach hereunder. Late payments shall also attract interest calculated from the date payment was due until the date payment is made in full at a pro rata monthly rate of 2%. The imposition and collection of interest on late payments does not constitute a waiver of the MSO’s obligation to pay the License Fee by the Due Date, and STAR shall retain all of its other rights and remedies under the Agreement. MSO shall in addition to such interest shall also be liable to pay the applicable GST on the same. 9.4 All payments due to STAR under this Agreement shall be made in India in Indian Rupees. All License Fee payments hereunder are exclusive of all applicable indirect taxes including all and any service taxes, VAT, Goods and Services Tax (GST) as applicable, works contract taxes, customs duties, charges, levies excise duties, entertainment taxes and other such taxes. All such taxes shall be at MSO’s cost and will be charged at the prevailing rates by STAR to the MSO. 9.5 If payment of the License Fee is subject to deduction of any withholding tax/TDS in accordance with the provisions of the Indian Income Tax Xxx 0000, as amended, the MSO shall provide tax withholding certificates to STAR within such period as has been specified in the Income Tax Act/ Rules/ Notifications/ Circulars issued thereunder. 9.6 All payments from the MSO to STAR under this Agreement shall be paid either by (i) Demand Draft in favour of 'STAR India Private Limited', payable at its head office or any other place that may be specified by STAR in writing from time to time; or (ii) electronic wire transfer into the STAR’s Bank Account details of which shall be provided to MSO from time to time, accompanied by documentary evidence certified by the MSO’s bank that the payment has been transferred to the STAR’s bank account or (iii) any other mode as intimated by STAR. 9.7 For all payments, including on-account payments made by the MSO to STAR, the MSO shall intimate their Goods & Services Taxpayer Identification Number (“GSTIN”) and details of invoices against which such payments are being made to STAR. 9.8 At the time of advance payment ,if any the MSO shall give their GSTIN details for which the payment is made and payment allocation details to be provided on receipt of the invoice(s) raised by STAR. 9.9 It is further agreed that post allocation against the invoices and GSTIN (of MSO) by STAR on advice of the MSO for on-account payments and/or advances received, no subsequent changes to the allocation against invoices and GSTIN of the MSO can be made by STAR. 9.10 If any payment or advance payment is made by the MSO under this Agreement, the MSO shall inform STAR of its GSTIN number on account of which the payment is done. If the MSO fails to inform STAR of such GSTIN then STAR shall be entitled to allocate such payment in full or in part to such MSO’s GSTIN(s) as STAR may deem fit. The Parties agree that the GSTIN(s) allocated for the payment in accordance with this clause shall be final and shall not be changed under any circumstances post allocation and/or raising of invoice. For any payment or advance payment made by the MSO to STAR, the MSO undertakes and agrees to provide all the requisite documents as may be required by STAR under the GST Laws. 9.11 Within seven (7) days of receipt of invoice by the MSO under this Agreement, the MSO shall notify in writing to STAR the discrepancies in the said invoice, (if any). In the event the MSO fails to notify any discrepancies in the said invoice within the stipulated time, then such invoice shall be deemed to have been duly accepted by the MSO and the MSO shall be precluded from raising any dispute with regard to such invoice and shall not be entitled to seek any changes in such invoice unless agreed otherwise by STAR, after the lapse of stipulated period. 9.12 In the event the MSO is entitled for any exemption or lower rate of tax than the one determined by STAR, then the MSO shall provide such lower tax rate certificate issued by the Revenue Authorities prior to raising of invoice by STAR along with all the requisite documents and details as may be required for claiming the exemption or lower rate of tax under the GST Laws. In case any claims arises on STAR due to such exemption or lower rate of taxation availed by the MSO in respect of payment made under this Agreement, then the MSO shall be liable to indemnify STAR for such claims, losses or penalties. 9.13 The Parties shall provide all the details as may be required with respect to GST to this Agreement. If due to failure on the part of the MSO to provide any details of allocation of payment, if STAR incurs any loss or if any penalty is levied on STAR, then the MSO shall be liable to indemnify STAR for all such loss and/or penalty. 9.14 The harmonized system of nomenclature (“HSN”) code of goods/services supplied under this Agreement shall be mentioned by STAR on requisite documents. 9.15 If the amount of GST recovered from STAR under this Agreement differs, for any reason, from the amount of GST paid or payable by STAR to the Revenue Authorities, including by reason of: 9.15.1 an amendment in the GST Laws and/or rules thereunder; 9.15.2 issue of or an alternation in ruling or advice of the Revenue Authorities; 9.15.3 a refund of GST to the MSO in respect of any supply made under this Agreement; and 9.15.4 a decision of any tribunal or court; then the difference in amounts shall be borne by the MSO. 9.16 The MSO agrees that STAR shall not be liable for any allowance or disallowance of input tax credit by the Revenue Authorities to the MSO basis the payment made under this Agreement. 9.17 In case where STAR uploads the GST details of the MSO (as provided by the MSO), and the same is disputed/or is litigated with STAR by the Tax authorities, in such a case MSO undertakes and agrees to indemnify STAR for any tax liability and other related interest, penalties etc payable by STAR to Tax authorities. Any cost of litigation would be borne by the MSO. 9.18 In case of any incorrect / incomplete / non-compliance on behalf of the MSO and because of which a demand is made on STAR by the tax authorities, the MSO shall be immediately liable to pay the applicable taxes / amounts (including interest, penalty and associated litigation cost) if any upon notification by the STAR. Any cost of litigation would be borne by the MSO. 9.19 In case the input tax credit to the MSO is not allowed to the MSO due to his non provision of the correct details to STAR, STAR shall not be responsible for such non allowance to MSO. 9.20 If any proceedings are initiated under the GST Laws, the Parties agree that it shall reasonably co-operate with the other Party and shall provide all the information as may be reasonably required for such proceedings. 9.21 The MSO agrees in the event if there is any change in License Fee on account of change in GSTINs or by way of tax deduction or any other reason then the MSO shall be liable to pay such differential amount to STAR. 9.22 The Parties agree that non-registration by the MSO under the GST Laws or suspension or cancellation of such registration does not preclude STAR from charging the applicable GST under this Agreement and the MSO shall be liable to pay such GST, regardless of its GST registration. The MSO undertakes and agrees the MSO is responsible for timely submission of GSTINs and other details as required and non-submission of GSTINs will be construed as non- registered under GST laws and the MSO shall have no claim against STAR for non-provisioning of GSTINs or late submission of GSTINs. 9.23.

Calculation of License Fee. 7.4.1 In case a MSO DTHO avails HD the Bouquet option offered by STARSIPL: a) if the MSO DTHO is providing the Bouquet(s) as a whole to its Subscribers, the Monthly License Fee for such Bouquet(s) shall be equal to the Bouquet Rate as set out in the Schedule C multiplied by the number of monthly average number of subscribers availing the Bouquet(s). b) if the MSO DTHO does not offer such opted Bouquet(s) as a whole to its Subscriber but offers only certain HD Channels comprised in such bouquet or packages of the HD Channels comprised in such opted Bouquet in a manner resulting in different subscriber base for different HD Channels comprised in such opted Bouquet, then the payment to STAR SIPL for such entire opted Bouquet by the MSODTHO, shall be calculated on the basis of subscriber base for the HD Channel which has highest subscriber base amongst the HD Channels comprised in the Bouquet. 7.4.2 In case the MSO a DTHO avails one or more or all HD Channels of STAR SIPL on A- A-xx- xxxxx basis: a) If the MSO DTHO is providing the HD Channels on A-xx- xxxxx basis to its Subscribers, the Monthly License Fee for such A-xx-xxxxx HD Channels shall be equal to the A-xx-xxxxx Rate as set out in Schedule C multiplied by the number of monthly average number of Subscribers availing the HD Channels on A-xx-xxxxx basis. b) if the MSO DTHO does not offer such opted A-xx- xxxxx HD Channel(s) as A-xx-xxxxx to its Subscriber but offers the HD Channels on A-A- xx-xxxxx basis in packages, then the payment to STAR SIPL for each of the HD Channels, shall be calculated on the basis of subscriber base of the package in which such opted A-xx-xxxxx HD Channel(s) has been placed. 7.4.3 In case a MSO DTHO avails one or more HD Channels on A-xx- xxxxx Rate basis and also opts for different Bouquet(s) not comprising of HD Channels opted on A-xx-xxxxx basis of STARSIPL: (a) For Bouquet(s)Bouquet, the Monthly License Fee shall be calculated on the basis of sub clause 7.4.1 above. (b) For A-xx-xxxxx, the Monthly License Fee shall be calculated on the basis of sub clause 7.4.2 above. 7.4.4 In the event the MSO DTHO avails any of the HD Channels on A-xx-xxxxx or Bouquet basis from STARSIPL, and activates the HD Channels for any month or part thereof, the calculation of Subscriber base for such HD Channels shall be based on the total number of subscribers subscribing to the bouquet(s) all such bouquets offered by the MSO DTHO to the subscribers, that offer such HD Channel for the whole month irrespective of the fact whether the HD Channel is activated or de-de- activated. Further, the calculation will be on the calendar month basis and if the activation of such HD Channels, as part of bouquet or a-xx-xxxxx, spill over to the next calendar month, the total subscribers for such will be counted for both the months 7.5 Payment of the License Fee shall be subject to deduction of any withholding tax/ TDS in accordance with the provisions of the Indian Income Tax Act, 1961, as amended from time to time. 8. Independent Affiliate 8.1 “Independent Affiliate” for the purposes of this Agreement shall mean a cable operator who is or was availing the signals of the HD Channels directly from STAR in terms of a separate agreement between STAR and the Independent Affiliate. 8.2 Without prejudice to the provisions of Clause 19, the MSO agrees not to connect or make available the signals of the HD Channels through the Distribution System to any Independent Affiliate without STAR’s prior written consent vide a written agreement. which STAR has the right to withhold such consent in its sole discretion, till such time that the Independent Affiliate does not clear all the outstanding amounts payable by the Independent Affiliate to STAR for such time the Independent Affiliate was been availing the signals of HD Channels under their agreement with STAR . 9. Payment Terms 9.1 The Monthly License Fee shall be paid monthly in arrears within fifteen (15) days of receipt of invoice raised by STAR (“Due Date”) on the basis of Report provided the MSO to STAR without any deduction except deduction of withholding tax/TDS as provided in this Agreement. 9.2 Within seven (7) days of end of each month, the MSO shall provide opening, closing and average number of Subscribers for that month, based on which STAR shall raise an invoice on the MSO. In case the MSO fails to send the Report within the said period of seven (7) days, STAR shall have the right to raise a provisional invoice and the MSO shall be under obligation to pay the License Fee on the basis of such provisional invoice in accordance with the terms of this Clause 9.2. However the provisional invoice shall be for an amount not more than the Monthly License Fee payable by the MSO for the immediately preceding month. On receipt of the Report from the MSO, the Parties would conduct reconciliation between the provisional invoice raised by STAR and the Report sent by the MSO. In the event, the MSO habitually defaults in timely submission of Reports on Report Deadline (defined later) which causes delay in raising of invoices by STAR and consequent delay in payment of License Fee due to the lapses on the part of the MSO, the MSO shall be liable to pay to STAR fair pre estimate damages to the tune of Rs. 1,00,000/- (Rupees One Lakh only) per day for the delay in submission of Report computed on daily basis after the Report Deadline. 9.3 Time is of the essence of this Agreement by which the MSO shall be required to make payments by the Due Date in accordance with the terms hereof and on Due Date, and any failure to do so on the part of the MSO shall constitute a material breach hereunder. Late payments shall also attract interest calculated from the date payment was due until the date payment is made in full at a pro rata monthly rate of 2%. The imposition and collection of interest on late payments does not constitute a waiver of the MSO’s obligation to pay the License Fee by the Due Date, and STAR shall retain all of its other rights and remedies under the Agreement. MSO shall in addition to such interest shall also be liable to pay the applicable GST on the same. 9.4 All payments due to STAR under this Agreement shall be made in India in Indian Rupees. All License Fee payments hereunder are exclusive of all applicable indirect taxes including all and any service taxes, VAT, Goods and Services Tax (GST) as applicable, works contract taxes, customs duties, charges, levies excise duties, entertainment taxes and other such taxes. All such taxes shall be at MSO’s cost and will be charged at the prevailing rates by STAR to the MSO. 9.5 If payment of the License Fee is subject to deduction of any withholding tax/TDS in accordance with the provisions of the Indian Income Tax Xxx 0000, as amended, the MSO shall provide tax withholding certificates to STAR within such period as has been specified in the Income Tax Act/ Rules/ Notifications/ Circulars issued thereunder. 9.6 All payments from the MSO to STAR under this Agreement shall be paid either by (i) Demand Draft in favour of 'STAR India Private Limited', payable at its head office or any other place that may be specified by STAR in writing from time to time; or (ii) electronic wire transfer into the STAR’s Bank Account details of which shall be provided to MSO from time to time, accompanied by documentary evidence certified by the MSO’s bank that the payment has been transferred to the STAR’s bank account or (iii) any other mode as intimated by STAR. 9.7 For all payments, including on-account payments made by the MSO to STAR, the MSO shall intimate their Goods & Services Taxpayer Identification Number (“GSTIN”) and details of invoices against which such payments are being made to STAR. 9.8 At the time of advance payment ,if any the MSO shall give their GSTIN details for which the payment is made and payment allocation details to be provided on receipt of the invoice(s) raised by STAR. 9.9 It is further agreed that post allocation against the invoices and GSTIN (of MSO) by STAR on advice of the MSO for on-account payments and/or advances received, no subsequent changes to the allocation against invoices and GSTIN of the MSO can be made by STAR. 9.10 If any payment or advance payment is made by the MSO under this Agreement, the MSO shall inform STAR of its GSTIN number on account of which the payment is done. If the MSO fails to inform STAR of such GSTIN then STAR shall be entitled to allocate such payment in full or in part to such MSO’s GSTIN(s) as STAR may deem fit. The Parties agree that the GSTIN(s) allocated for the payment in accordance with this clause shall be final and shall not be changed under any circumstances post allocation and/or raising of invoice. For any payment or advance payment made by the MSO to STAR, the MSO undertakes and agrees to provide all the requisite documents as may be required by STAR under the GST Laws. 9.11 Within seven (7) days of receipt of invoice by the MSO under this Agreement, the MSO shall notify in writing to STAR the discrepancies in the said invoice, (if any). In the event the MSO fails to notify any discrepancies in the said invoice within the stipulated time, then such invoice shall be deemed to have been duly accepted by the MSO and the MSO shall be precluded from raising any dispute with regard to such invoice and shall not be entitled to seek any changes in such invoice unless agreed otherwise by STAR, after the lapse of stipulated period. 9.12 In the event the MSO is entitled for any exemption or lower rate of tax than the one determined by STAR, then the MSO shall provide such lower tax rate certificate issued by the Revenue Authorities prior to raising of invoice by STAR along with all the requisite documents and details as may be required for claiming the exemption or lower rate of tax under the GST Laws. In case any claims arises on STAR due to such exemption or lower rate of taxation availed by the MSO in respect of payment made under this Agreement, then the MSO shall be liable to indemnify STAR for such claims, losses or penalties. 9.13 The Parties shall provide all the details as may be required with respect to GST to this Agreement. If due to failure on the part of the MSO to provide any details of allocation of payment, if STAR incurs any loss or if any penalty is levied on STAR, then the MSO shall be liable to indemnify STAR for all such loss and/or penalty. 9.14 The harmonized system of nomenclature (“HSN”) code of goods/services supplied under this Agreement shall be mentioned by STAR on requisite documents. 9.15 If the amount of GST recovered from STAR under this Agreement differs, for any reason, from the amount of GST paid or payable by STAR to the Revenue Authorities, including by reason of: 9.15.1 an amendment in the GST Laws and/or rules thereunder; 9.15.2 issue of or an alternation in ruling or advice of the Revenue Authorities; 9.15.3 a refund of GST to the MSO in respect of any supply made under this Agreement; and 9.15.4 a decision of any tribunal or court; then the difference in amounts shall be borne by the MSO. 9.16 The MSO agrees that STAR shall not be liable for any allowance or disallowance of input tax credit by the Revenue Authorities to the MSO basis the payment made under this Agreement. 9.17 In case where STAR uploads the GST details of the MSO (as provided by the MSO), and the same is disputed/or is litigated with STAR by the Tax authorities, in such a case MSO undertakes and agrees to indemnify STAR for any tax liability and other related interest, penalties etc payable by STAR to Tax authorities. Any cost of litigation would be borne by the MSO. 9.18 In case of any incorrect / incomplete / non-compliance on behalf of the MSO and because of which a demand is made on STAR by the tax authorities, the MSO shall be immediately liable to pay the applicable taxes / amounts (including interest, penalty and associated litigation cost) if any upon notification by the STAR. Any cost of litigation would be borne by the MSO. 9.19 In case the input tax credit to the MSO is not allowed to the MSO due to his non provision of the correct details to STAR, STAR shall not be responsible for such non allowance to MSO. 9.20 If any proceedings are initiated under the GST Laws, the Parties agree that it shall reasonably co-operate with the other Party and shall provide all the information as may be reasonably required for such proceedings. 9.21 The MSO agrees in the event if there is any change in License Fee on account of change in GSTINs or by way of tax deduction or any other reason then the MSO shall be liable to pay such differential amount to STAR. 9.22 The Parties agree that non-registration by the MSO under the GST Laws or suspension or cancellation of such registration does not preclude STAR from charging the applicable GST under this Agreement and the MSO shall be liable to pay such GST, regardless of its GST registration. The MSO undertakes and agrees the MSO is responsible for timely submission of GSTINs and other details as required and non-submission of GSTINs will be construed as non- registered under GST laws and the MSO shall have no claim against STAR for non-provisioning of GSTINs or late submission of GSTINs. 9.23.

Calculation of License Fee. 7.4.1 In case a MSO HITSO avails HD the Bouquet offered by STAR: a) if If the MSO HITSO is providing the Bouquet(s) Bouquet as a whole to its Subscribers, the Monthly License Fee for such Bouquet(s) Bouquet shall be equal to the Bouquet Rate as set out in the Schedule C multiplied by the number of monthly average number of subscribers availing the Bouquet(s)Bouquet. b) if the MSO HITSO does not offer such opted Bouquet(s) Bouquet as a whole to its Subscriber but offers only certain HD Channels comprised in such bouquet or packages of the HD Channels comprised in such opted Bouquet in a manner resulting in different subscriber base for different HD Channels comprised in such opted Bouquet, then the payment to STAR for such entire opted Bouquet by the MSOHITSO, shall be calculated on the basis of subscriber base for the HD Channel which has highest subscriber base amongst the HD Channels comprised in the Bouquet. 7.4.2 In case the MSO a HITSO avails one or more or all HD Channels of STAR on A- A-xx- xxxxx basis: a) If the MSO HITSO is providing the HD Channels on A-xx- xxxxx basis to its Subscribers, the Monthly License Fee for such A-xx-xx- xxxxx HD Channels shall be equal to the A-xx-xx- xxxxx Rate as set out in the Schedule C multiplied by the number of monthly average number of Subscribers availing the HD Channels on A-xx-xx- xxxxx basis. b) if the MSO HITSO does not offer such opted A-xx- xxxxx HD Channel(s) as A-xx-xx- xxxxx to its Subscriber but offers the HD Channels Channel (s) on A-xx-xx- xxxxx basis in packages, then the payment to STAR for each of the HD Channels, shall be calculated on the basis of subscriber base of the package in which such opted A-xx-xx- xxxxx HD Channel(s) has been placed. 7.4.3 In case a MSO HITSO avails one or more HD Channels on A-xx- xxxxx Rate basis and also opts for different Bouquet(s) Bouquet not comprising of HD Channels opted on A-xx-xx- xxxxx basis of STAR: (a) For Bouquet(s)Bouquet, the Monthly License Fee shall be calculated on the basis of sub clause 7.4.1 above. (b) For A-xx-xxxxxxx- xxxxx offering of HD Channels, the Monthly License Fee shall be calculated on the basis of sub clause 7.4.2 above. 7.4.4 In the event the MSO HITSO avails any of the HD Channels on A-xx-xxxxx or Bouquet basis from STAR, and activates the HD Channels for any month or part thereof, the calculation of Subscriber base for such HD Channels shall be based on the total number of subscribers subscribing to the bouquet(s) bouquet offered by the MSO HITSO to the subscribers, that offer such HD Channel for the whole month irrespective of the fact whether the HD Channel is activated or de-activated. Further, the calculation will be on the calendar month basis and if the activation of such HD Channels, as part of bouquet or a-xx-xxxxx, spill over to the next calendar month, the total subscribers for such will be counted for both the months 7.5 Payment of the License Fee shall be subject to deduction of any withholding tax/ TDS in accordance with the provisions of the Indian Income Tax Act, 1961, as amended from time to time. 8. Independent Affiliate 8.1 ““Independent Affiliate” for the purposes of this Agreement shall mean a cable operator who is or was availing the signals of the HD Channels directly from STAR in terms of a separate agreement between STAR and the Independent Affiliate. 8.2 Without prejudice to the provisions of Clause 19, the MSO HITSO agrees not to connect or make available the signals of the HD Channels through the Distribution System to any Independent Affiliate without STAR’s prior written consent vide a written agreement. which STAR has the right to withhold such consent in its sole discretion, till such time that the Independent Affiliate does not clear all the outstanding amounts payable by the Independent Affiliate to STAR for such time the Independent Affiliate was been availing the signals of HD Channels under their agreement with STAR STAR. 9. Payment Terms 9.1 The Monthly License Fee shall be paid monthly in arrears within fifteen (15) days of receipt of invoice raised by STAR (“Due Date”) on the basis of Report provided by the MSO HITSO to STAR without any deduction except deduction of withholding tax/TDS as provided in this Agreement. 9.2 Within seven (7) days of end of each month, the MSO shall provide opening, closing and average number of Subscribers for that month, based on which STAR shall raise an invoice on the MSO. In case the MSO fails to send the Report within the said period of seven (7) days, STAR shall have the right to raise a provisional invoice and the MSO shall be under obligation to pay the License Fee on the basis of such provisional invoice in accordance with the terms of this Clause 9.2. However the provisional invoice shall be for an amount not more than the Monthly License Fee payable by the MSO for the immediately preceding month. On receipt of the Report from the MSO, the Parties would conduct reconciliation between the provisional invoice raised by STAR and the Report sent by the MSO. In the event, the MSO habitually defaults in timely submission of Reports on Report Deadline (defined later) which causes delay in raising of invoices by STAR and consequent delay in payment of License Fee due to the lapses on the part of the MSO, the MSO shall be liable to pay to STAR fair pre estimate damages to the tune of Rs. 1,00,000/- (Rupees One Lakh only) per day for the delay in submission of Report computed on daily basis after the Report Deadline. 9.3 Time is of the essence of this Agreement by which the MSO shall be required to make payments by the Due Date in accordance with the terms hereof and on Due Date, and any failure to do so on the part of the MSO shall constitute a material breach hereunder. Late payments shall also attract interest calculated from the date payment was due until the date payment is made in full at a pro rata monthly rate of 2%. The imposition and collection of interest on late payments does not constitute a waiver of the MSO’s obligation to pay the License Fee by the Due Date, and STAR shall retain all of its other rights and remedies under the Agreement. MSO shall in addition to such interest shall also be liable to pay the applicable GST on the same. 9.4 All payments due to STAR under this Agreement shall be made in India in Indian Rupees. All License Fee payments hereunder are exclusive of all applicable indirect taxes including all and any service taxes, VAT, Goods and Services Tax (GST) as applicable, works contract taxes, customs duties, charges, levies excise duties, entertainment taxes and other such taxes. All such taxes shall be at MSO’s cost and will be charged at the prevailing rates by STAR to the MSO. 9.5 If payment of the License Fee is subject to deduction of any withholding tax/TDS in accordance with the provisions of the Indian Income Tax Xxx 0000, as amended, the MSO shall provide tax withholding certificates to STAR within such period as has been specified in the Income Tax Act/ Rules/ Notifications/ Circulars issued thereunder. 9.6 All payments from the MSO to STAR under this Agreement shall be paid either by (i) Demand Draft in favour of 'STAR India Private Limited', payable at its head office or any other place that may be specified by STAR in writing from time to time; or (ii) electronic wire transfer into the STAR’s Bank Account details of which shall be provided to MSO from time to time, accompanied by documentary evidence certified by the MSO’s bank that the payment has been transferred to the STAR’s bank account or (iii) any other mode as intimated by STAR. 9.7 For all payments, including on-account payments made by the MSO to STAR, the MSO shall intimate their Goods & Services Taxpayer Identification Number (“GSTIN”) and details of invoices against which such payments are being made to STAR. 9.8 At the time of advance payment ,if any the MSO shall give their GSTIN details for which the payment is made and payment allocation details to be provided on receipt of the invoice(s) raised by STAR. 9.9 It is further agreed that post allocation against the invoices and GSTIN (of MSO) by STAR on advice of the MSO for on-account payments and/or advances received, no subsequent changes to the allocation against invoices and GSTIN of the MSO can be made by STAR. 9.10 If any payment or advance payment is made by the MSO under this Agreement, the MSO shall inform STAR of its GSTIN number on account of which the payment is done. If the MSO fails to inform STAR of such GSTIN then STAR shall be entitled to allocate such payment in full or in part to such MSO’s GSTIN(s) as STAR may deem fit. The Parties agree that the GSTIN(s) allocated for the payment in accordance with this clause shall be final and shall not be changed under any circumstances post allocation and/or raising of invoice. For any payment or advance payment made by the MSO to STAR, the MSO undertakes and agrees to provide all the requisite documents as may be required by STAR under the GST Laws. 9.11 Within seven (7) days of receipt of invoice by the MSO under this Agreement, the MSO shall notify in writing to STAR the discrepancies in the said invoice, (if any). In the event the MSO fails to notify any discrepancies in the said invoice within the stipulated time, then such invoice shall be deemed to have been duly accepted by the MSO and the MSO shall be precluded from raising any dispute with regard to such invoice and shall not be entitled to seek any changes in such invoice unless agreed otherwise by STAR, after the lapse of stipulated period. 9.12 In the event the MSO is entitled for any exemption or lower rate of tax than the one determined by STAR, then the MSO shall provide such lower tax rate certificate issued by the Revenue Authorities prior to raising of invoice by STAR along with all the requisite documents and details as may be required for claiming the exemption or lower rate of tax under the GST Laws. In case any claims arises on STAR due to such exemption or lower rate of taxation availed by the MSO in respect of payment made under this Agreement, then the MSO shall be liable to indemnify STAR for such claims, losses or penalties. 9.13 The Parties shall provide all the details as may be required with respect to GST to this Agreement. If due to failure on the part of the MSO to provide any details of allocation of payment, if STAR incurs any loss or if any penalty is levied on STAR, then the MSO shall be liable to indemnify STAR for all such loss and/or penalty. 9.14 The harmonized system of nomenclature (“HSN”) code of goods/services supplied under this Agreement shall be mentioned by STAR on requisite documents. 9.15 If the amount of GST recovered from STAR under this Agreement differs, for any reason, from the amount of GST paid or payable by STAR to the Revenue Authorities, including by reason of: 9.15.1 an amendment in the GST Laws and/or rules thereunder; 9.15.2 issue of or an alternation in ruling or advice of the Revenue Authorities; 9.15.3 a refund of GST to the MSO in respect of any supply made under this Agreement; and 9.15.4 a decision of any tribunal or court; then the difference in amounts shall be borne by the MSO. 9.16 The MSO agrees that STAR shall not be liable for any allowance or disallowance of input tax credit by the Revenue Authorities to the MSO basis the payment made under this Agreement. 9.17 In case where STAR uploads the GST details of the MSO (as provided by the MSO), and the same is disputed/or is litigated with STAR by the Tax authorities, in such a case MSO undertakes and agrees to indemnify STAR for any tax liability and other related interest, penalties etc payable by STAR to Tax authorities. Any cost of litigation would be borne by the MSO. 9.18 In case of any incorrect / incomplete / non-compliance on behalf of the MSO and because of which a demand is made on STAR by the tax authorities, the MSO shall be immediately liable to pay the applicable taxes / amounts (including interest, penalty and associated litigation cost) if any upon notification by the STAR. Any cost of litigation would be borne by the MSO. 9.19 In case the input tax credit to the MSO is not allowed to the MSO due to his non provision of the correct details to STAR, STAR shall not be responsible for such non allowance to MSO. 9.20 If any proceedings are initiated under the GST Laws, the Parties agree that it shall reasonably co-operate with the other Party and shall provide all the information as may be reasonably required for such proceedings. 9.21 The MSO agrees in the event if there is any change in License Fee on account of change in GSTINs or by way of tax deduction or any other reason then the MSO shall be liable to pay such differential amount to STAR. 9.22 The Parties agree that non-registration by the MSO under the GST Laws or suspension or cancellation of such registration does not preclude STAR from charging the applicable GST under this Agreement and the MSO shall be liable to pay such GST, regardless of its GST registration. The MSO undertakes and agrees the MSO is responsible for timely submission of GSTINs and other details as required and non-submission of GSTINs will be construed as non- registered under GST laws and the MSO shall have no claim against STAR for non-provisioning of GSTINs or late submission of GSTINs. 9.23.

Calculation of License Fee. 7.4.1 In case a MSO IPTVO avails HD the Bouquet option offered by STARSIPL: a) if the MSO IPTVO is providing the Bouquet(s) as a whole to its Subscribers, the Monthly License Fee for such Bouquet(s) shall be equal to the Bouquet Rate as set out in the Schedule C multiplied by the number of monthly average number of subscribers availing the Bouquet(s). b) if the MSO IPTVO does not offer such opted Bouquet(s) as a whole to its Subscriber but offers only certain HD Channels comprised in such bouquet or packages of the HD Channels comprised in such opted Bouquet in a manner resulting in different subscriber base for different HD Channels comprised in such opted Bouquet, then the payment to STAR SIPL for such entire opted Bouquet by the MSOIPTVO, shall be calculated on the basis of subscriber base for the HD Channel which has highest subscriber base amongst the HD Channels comprised in the Bouquet. 7.4.2 In case the MSO a IPTVO avails one or more or all HD Channels of STAR SIPL on A- A-xx- xxxxx basis: a) If the MSO IPTVO is providing the HD Channels on A-xx- xxxxx basis to its Subscribers, the Monthly License Fee for such A-xx-xxxxx HD Channels shall be equal to the A-xx-xxxxx Rate as set out in Schedule C multiplied by the number of monthly average number of Subscribers availing the HD Channels on A-xx-xxxxx basis. b) if the MSO IPTVO does not offer such opted A-xx- xxxxx HD Channel(s) as A-xx-xxxxx to its Subscriber but offers the HD Channels on A-A- xx-xxxxx basis in packages, then the payment to STAR SIPL for each of the HD Channels, shall be calculated on the basis of subscriber base of the package in which such opted A-xx-xxxxx HD Channel(s) has been placed. 7.4.3 In case a MSO IPTVO avails one or more HD Channels on A-xx- xxxxx Rate basis and also opts for different Bouquet(s) not comprising of HD Channels opted on A-xx-xxxxx basis of STARSIPL: (a) For Bouquet(s)Bouquet, the Monthly License Fee shall be calculated on the basis of sub clause 7.4.1 above. (b) For A-xx-xxxxx, the Monthly License Fee shall be calculated on the basis of sub clause 7.4.2 above. 7.4.4 In the event the MSO IPTVO avails any of the HD Channels on A-xx-xxxxx or Bouquet basis from STARSIPL, and activates the HD Channels for any month or part thereof, the calculation of Subscriber base for such HD Channels shall be based on the total number of subscribers subscribing to the bouquet(s) all such bouquets offered by the MSO IPTVO to the subscribers, that offer such HD Channel for the whole month irrespective of the fact whether the HD Channel is activated or de-de- activated. Further, the calculation will be on the calendar month basis and if the activation of such HD Channels, as part of bouquet or a-xx-xxxxx, spill over to the next calendar month, the total subscribers for such will be counted for both the months 7.5 Payment of the License Fee shall be subject to deduction of any withholding tax/ TDS in accordance with the provisions of the Indian Income Tax Act, 1961, as amended from time to time. 8. Independent Affiliate 8.1 “Independent Affiliate” for the purposes of this Agreement shall mean a cable operator who is or was availing the signals of the HD Channels directly from STAR in terms of a separate agreement between STAR and the Independent Affiliate. 8.2 Without prejudice to the provisions of Clause 19, the MSO agrees not to connect or make available the signals of the HD Channels through the Distribution System to any Independent Affiliate without STAR’s prior written consent vide a written agreement. which STAR has the right to withhold such consent in its sole discretion, till such time that the Independent Affiliate does not clear all the outstanding amounts payable by the Independent Affiliate to STAR for such time the Independent Affiliate was been availing the signals of HD Channels under their agreement with STAR . 9. Payment Terms 9.1 The Monthly License Fee shall be paid monthly in arrears within fifteen (15) days of receipt of invoice raised by STAR (“Due Date”) on the basis of Report provided the MSO to STAR without any deduction except deduction of withholding tax/TDS as provided in this Agreement. 9.2 Within seven (7) days of end of each month, the MSO shall provide opening, closing and average number of Subscribers for that month, based on which STAR shall raise an invoice on the MSO. In case the MSO fails to send the Report within the said period of seven (7) days, STAR shall have the right to raise a provisional invoice and the MSO shall be under obligation to pay the License Fee on the basis of such provisional invoice in accordance with the terms of this Clause 9.2. However the provisional invoice shall be for an amount not more than the Monthly License Fee payable by the MSO for the immediately preceding month. On receipt of the Report from the MSO, the Parties would conduct reconciliation between the provisional invoice raised by STAR and the Report sent by the MSO. In the event, the MSO habitually defaults in timely submission of Reports on Report Deadline (defined later) which causes delay in raising of invoices by STAR and consequent delay in payment of License Fee due to the lapses on the part of the MSO, the MSO shall be liable to pay to STAR fair pre estimate damages to the tune of Rs. 1,00,000/- (Rupees One Lakh only) per day for the delay in submission of Report computed on daily basis after the Report Deadline. 9.3 Time is of the essence of this Agreement by which the MSO shall be required to make payments by the Due Date in accordance with the terms hereof and on Due Date, and any failure to do so on the part of the MSO shall constitute a material breach hereunder. Late payments shall also attract interest calculated from the date payment was due until the date payment is made in full at a pro rata monthly rate of 2%. The imposition and collection of interest on late payments does not constitute a waiver of the MSO’s obligation to pay the License Fee by the Due Date, and STAR shall retain all of its other rights and remedies under the Agreement. MSO shall in addition to such interest shall also be liable to pay the applicable GST on the same. 9.4 All payments due to STAR under this Agreement shall be made in India in Indian Rupees. All License Fee payments hereunder are exclusive of all applicable indirect taxes including all and any service taxes, VAT, Goods and Services Tax (GST) as applicable, works contract taxes, customs duties, charges, levies excise duties, entertainment taxes and other such taxes. All such taxes shall be at MSO’s cost and will be charged at the prevailing rates by STAR to the MSO. 9.5 If payment of the License Fee is subject to deduction of any withholding tax/TDS in accordance with the provisions of the Indian Income Tax Xxx 0000, as amended, the MSO shall provide tax withholding certificates to STAR within such period as has been specified in the Income Tax Act/ Rules/ Notifications/ Circulars issued thereunder. 9.6 All payments from the MSO to STAR under this Agreement shall be paid either by (i) Demand Draft in favour of 'STAR India Private Limited', payable at its head office or any other place that may be specified by STAR in writing from time to time; or (ii) electronic wire transfer into the STAR’s Bank Account details of which shall be provided to MSO from time to time, accompanied by documentary evidence certified by the MSO’s bank that the payment has been transferred to the STAR’s bank account or (iii) any other mode as intimated by STAR. 9.7 For all payments, including on-account payments made by the MSO to STAR, the MSO shall intimate their Goods & Services Taxpayer Identification Number (“GSTIN”) and details of invoices against which such payments are being made to STAR. 9.8 At the time of advance payment ,if any the MSO shall give their GSTIN details for which the payment is made and payment allocation details to be provided on receipt of the invoice(s) raised by STAR. 9.9 It is further agreed that post allocation against the invoices and GSTIN (of MSO) by STAR on advice of the MSO for on-account payments and/or advances received, no subsequent changes to the allocation against invoices and GSTIN of the MSO can be made by STAR. 9.10 If any payment or advance payment is made by the MSO under this Agreement, the MSO shall inform STAR of its GSTIN number on account of which the payment is done. If the MSO fails to inform STAR of such GSTIN then STAR shall be entitled to allocate such payment in full or in part to such MSO’s GSTIN(s) as STAR may deem fit. The Parties agree that the GSTIN(s) allocated for the payment in accordance with this clause shall be final and shall not be changed under any circumstances post allocation and/or raising of invoice. For any payment or advance payment made by the MSO to STAR, the MSO undertakes and agrees to provide all the requisite documents as may be required by STAR under the GST Laws. 9.11 Within seven (7) days of receipt of invoice by the MSO under this Agreement, the MSO shall notify in writing to STAR the discrepancies in the said invoice, (if any). In the event the MSO fails to notify any discrepancies in the said invoice within the stipulated time, then such invoice shall be deemed to have been duly accepted by the MSO and the MSO shall be precluded from raising any dispute with regard to such invoice and shall not be entitled to seek any changes in such invoice unless agreed otherwise by STAR, after the lapse of stipulated period. 9.12 In the event the MSO is entitled for any exemption or lower rate of tax than the one determined by STAR, then the MSO shall provide such lower tax rate certificate issued by the Revenue Authorities prior to raising of invoice by STAR along with all the requisite documents and details as may be required for claiming the exemption or lower rate of tax under the GST Laws. In case any claims arises on STAR due to such exemption or lower rate of taxation availed by the MSO in respect of payment made under this Agreement, then the MSO shall be liable to indemnify STAR for such claims, losses or penalties. 9.13 The Parties shall provide all the details as may be required with respect to GST to this Agreement. If due to failure on the part of the MSO to provide any details of allocation of payment, if STAR incurs any loss or if any penalty is levied on STAR, then the MSO shall be liable to indemnify STAR for all such loss and/or penalty. 9.14 The harmonized system of nomenclature (“HSN”) code of goods/services supplied under this Agreement shall be mentioned by STAR on requisite documents. 9.15 If the amount of GST recovered from STAR under this Agreement differs, for any reason, from the amount of GST paid or payable by STAR to the Revenue Authorities, including by reason of: 9.15.1 an amendment in the GST Laws and/or rules thereunder; 9.15.2 issue of or an alternation in ruling or advice of the Revenue Authorities; 9.15.3 a refund of GST to the MSO in respect of any supply made under this Agreement; and 9.15.4 a decision of any tribunal or court; then the difference in amounts shall be borne by the MSO. 9.16 The MSO agrees that STAR shall not be liable for any allowance or disallowance of input tax credit by the Revenue Authorities to the MSO basis the payment made under this Agreement. 9.17 In case where STAR uploads the GST details of the MSO (as provided by the MSO), and the same is disputed/or is litigated with STAR by the Tax authorities, in such a case MSO undertakes and agrees to indemnify STAR for any tax liability and other related interest, penalties etc payable by STAR to Tax authorities. Any cost of litigation would be borne by the MSO. 9.18 In case of any incorrect / incomplete / non-compliance on behalf of the MSO and because of which a demand is made on STAR by the tax authorities, the MSO shall be immediately liable to pay the applicable taxes / amounts (including interest, penalty and associated litigation cost) if any upon notification by the STAR. Any cost of litigation would be borne by the MSO. 9.19 In case the input tax credit to the MSO is not allowed to the MSO due to his non provision of the correct details to STAR, STAR shall not be responsible for such non allowance to MSO. 9.20 If any proceedings are initiated under the GST Laws, the Parties agree that it shall reasonably co-operate with the other Party and shall provide all the information as may be reasonably required for such proceedings. 9.21 The MSO agrees in the event if there is any change in License Fee on account of change in GSTINs or by way of tax deduction or any other reason then the MSO shall be liable to pay such differential amount to STAR. 9.22 The Parties agree that non-registration by the MSO under the GST Laws or suspension or cancellation of such registration does not preclude STAR from charging the applicable GST under this Agreement and the MSO shall be liable to pay such GST, regardless of its GST registration. The MSO undertakes and agrees the MSO is responsible for timely submission of GSTINs and other details as required and non-submission of GSTINs will be construed as non- registered under GST laws and the MSO shall have no claim against STAR for non-provisioning of GSTINs or late submission of GSTINs. 9.23.