Common use of Delivery and Security Clause in Contracts

Delivery and Security. 11.1 The HD Channels must be delivered by HITSO to Subscribers in a securely encrypted manner and without any alteration. 11.2 The uplink specifications, satellite capacity and infrastructure allocated by HITSO in respect of the broadcast signal of the HD Channels by HITSO to its Subscribers shall be no worse than that of the broadcast signal of any other channel within the same genre on its Distribution System. 11.3 The HITSO shall re-broadcast and re-transmit each of the HD Channels through the Distribution System to Subscribers located in the Territory in the manner of re-transmission as specified in this Agreement with respect to the Distribution System. The Parties acknowledge and agree that any material changes to the Distribution System’s security and encryption technology, including the encryption system (other than standard software upgrades which are deemed not to be material changes), during the Term will be made by the HITSO only after prior approval from STAR. 11.4 The HITSO shall, at its own cost and expense, cause the HD Channels to be received only from the satellite(s) designated by STAR from time to time and shall ensure distribution throughout its Distribution System on separate, dedicated HD Channel(s) for reception by all its Subscribers. 11.5 STAR may upon execution of this Agreement, at the request of the HITSO supply or cause to be supplied necessary Equipment to the HITSO. If STAR provides the Equipment, the HITSO shall pay to STAR fees for the Equipment in addition to the License Fee as may be informed by STAR to the HITSO. The HITSO shall locate the Equipment at a location approved by STAR in writing. In case the HITSO requires replacement of any defective Equipment, the HITSO shall pay a non-refundable service charge per Equipment for one time replacement as may be informed by STAR to the HITSO. The Equipment shall be used by the HITSO exclusively for distribution of the HD Channels for which it is issued and shall at all times remain the sole and exclusive property of STAR and the HITSO shall forthwith return the Equipment to STAR upon expiry or termination of the Agreement as per the provisions and procedure laid down in this Agreement. The HITSO shall not, under any circumstances, reverse engineer, decompile or disassemble the Equipment or reproduce or allow the reproduction of any of them or the technology included in them or sell or exchange or transfer the Equipment in any manner whatsoever. The HITSO shall get the Equipment insured immediately on execution of the Agreement. 11.6 STAR shall not be liable for any defect in the Equipment(s), which is attributable to any unauthorized use, tampering or damage due to negligent use of the same by the HITSO or any other person. In the event the Equipment(s) is lost, stolen or damaged, the HITSO shall immediately inform STAR. In the event the HITSO desires new Equipment(s) for any Channel forming part of the HD Channels, the same may be issued at the discretion of STAR on payment of such charges as may be specified by STAR from time to time. In the event any of the Equipment(s) is not in use by the HITSO, the same should be returned to the concerned office of STAR immediately. 11.7 In order to take back possession of the Equipment from the HITSO, the HITSO shall ensure that the personnel/representative of STAR are allowed free and unobstructed access to the location where the Equipment is installed and take possession of the same. The HITSO shall not interfere with such procedure. 11.8 During the Term, the HITSO’s re-broadcasting and re-transmitting facilities shall be fully capable of individually addressing Subscribers of Distribution System on a channel-by-channel, STB-by-STB and decoder- by-decoder basis. The HITSO shall install decoding equipment and all other equipment necessary to receive and distribute the HD Channels at its own cost and expense. The HITSO acknowledges and agrees that STBs, and their installed content protection systems, used by Subscribers shall prohibit the use of any digital outputs. The HITSO further agrees to make no use, nor authorize or permit others to make use, of the HD Channels or the programming on the HD Channels other than as expressly set forth in this Agreement. STAR shall have the right in its sole discretion to either suspend the transmission of any or all of the HD Channels by the HITSO, or terminate this Agreement in accordance with the Law, if the HITSO distributes any or all of the HD Channels in a manner not authorized or for a purpose not specifically provided for by this Agreement. 11.9 The HITSO shall use its best efforts to maintain for the HD Channels the quality standard afforded to other HD Channels of the same genre in a non-discriminatory fashion. the HITSO shall use reasonable efforts to maintain a service availability (a service free from viewer discernible problems including, without limitation, video with no audio, audio with no video or significant signal distortion) without any interruption or deviation from the daily transmission schedule. 12. Anti-Piracy 12.1 In order to prevent theft, piracy, unauthorized retransmissions, redistribution or exhibition, copying or duplication of any Channel, in whole or in part, (hereinafter collectively referred to as “Piracy”), the HITSO shall, prior to the commencement of the Term of the Agreement and at all times during such Term, employ, maintain, and enforce fully effective conditional access delivery and content protection and security systems, and related physical security and operational procedures (hereinafter collectively referred to as the “Security Systems”) as may be specified (security specifications), in a non-discriminatory manner in writing, from time to time, by STAR. 12.2 The HITSO shall adhere to the anti-piracy obligations and security measures set out in Schedule G. 12.3 To ensure the HITSO’s ongoing compliance with the security requirements set out in the Agreement, STAR may require technical audits (“Technical Audit(s)”) conducted by an independent security technology auditor (“Technical Auditor”), approved by STAR in writing no more than twice per year during the Term, at STAR’s cost and expense. If the results of any Technical Audit are not found to be satisfactory by either the HITSO or STAR, then STAR shall work with the HITSO in resolving this issue in the next fourteen (14) Business Days. If a solution is not reached at by then, STAR may, in its sole discretion, suspend the HITSO’s right to distribute the HD Channels or take other actions as provided under the Agreement, until such systems, procedures and security measures have been corrected to STAR’s satisfaction. HITSO shall bear the cost and expense of any subsequent Technical Audit to verify that the systems, procedures and security measures have been corrected by the HITSO to STAR’s satisfaction. 12.4 HITSO shall deploy finger printing mechanisms to detect any piracy, violation of copyright and unauthorized viewing of the HD Channels, distributed / transmitted through its Distribution System at least every 10 minutes on 24 x 7 x 365 basis. 12.5 HITSO shall not authorize, cause or suffer any portion of any of the HD Channels to be recorded, duplicated, cablecast, exhibited or otherwise used for any purpose other than for distribution by HITSO at the time the HD Channels are made available. If HITSO becomes aware that any unauthorized third party is recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the HD Channels for any other purpose, HITSO shall within ten minutes of so becoming aware of such recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the HD Channels for any other purpose, notify STAR and the HITSO shall also switch off the concerned Set Top Box to prevent such unauthorized use. However, use of a Set Top Box with Personal Video Recorder/ Digital Video Recorder facility which has been supplied by the HITSO shall not be treated as unauthorized use, as long as such Set Top Box is used in accordance with the terms and conditions of the Agreement between the HITSO and the Subscriber. 12.6 If so instructed by Information (as defined below) by STAR, the HITSO shall shut off or de-authorize the transmission to any unauthorized subscriber/ subscriber indulging in piracy, within ten minutes from the time it receives such instruction from STAR. 12.7 Any communication under clause 12.6 shall be considered as valid Information only if (i) the information is sent through e mail in a format as mutually agreed by the Parties and (ii) the Information is sent by a person(s) who is designated to send such information. However the “Information” may even be provided by STAR representatives through other means of communications such as telephonic message, fax etc. and the said “information” shall later be confirmed by STAR through e-mail and the HITSO shall be under obligation to act upon such information. 12.8 STARSTARIn instances where the HITSO is the only Party that is allowed to initiate and pursue legal action against an unauthorized party, including, but not limited to, the filing of criminal complaints against such unauthorized party, the HITSO agrees to initiate such legal action and STAR undertakes to provide all necessary assistance. STAR plans to actively combat piracy of the HD Channels in the Territory and the HITSO agrees to work closely with STAR and comply with its directions in relation to such efforts. 13. Advertising/ Marketing/ Promotion 13.1 The HITSO shall promote all the HD Channels and the programming exhibited by all of the HD Channels in the same manner and to the same extent as any other channel in the same genre, which is distributed by the HITSO; provided, that the HITSO may carry out any specific promotion with respect to a certain specific HD Channel(s) or genres. 13.2 The HITSO agrees that it shall provide the HD Channels with the same opportunity to carry out specific promotions on mutually agreeable terms. The HITSO agrees that the HD Channels will be treated similarly, in terms of size and prominence (taking into consideration the context) to other HD Channels in any advertising material where the Channel Marks (as defined below) appear with the logos and names of all other HD Channels. Nevertheless, In promoting the HD Channels, the HITSO shall use only Promotional Material provided or approved by STAR, in the form provided by STAR (or, if created by or on behalf of the HITSO, in the identical form presented to STAR’s for STAR’s prior written approval) and only for the purpose of promoting the HD Channels. STAR shall make available to the HITSO Promotional Materials in accordance with STAR’s then current practices. STAR and the HITSO agree to discuss joint marketing efforts and the coordination of marketing and promotion for the HD Channels and the Distribution System. 13.3 STAR shall be treated similarly to other programmers in respect of opportunities for participation in events and promotions that the HITSO undertakes for the promotion of HD Channels, subject to and considering commercial agreements for each such event and promotion and the context of each such event and promotion. STAR shall provide to the HITSO information in a format that is reasonably requested by the HITSO for this purpose. 14. Subscriber Reports 14.1 HITSO will maintain at its own expense a subscriber management system (“SMS”) which should be fully integrated with the CAS (Conditional Access System). Reports under this Agreement shall be generated only through SMS and CAS and the same should be in a pre-defined read only format such as a suitable PDF format, which cannot be edited. 14.2 HITSO shall provide to STAR complete and accurate opening and closing subscriber monthly reports (“Reports”) for the HD Channels and the tier and/or package containing the HD Channels within seven (7) days from the end of each month (“Report Deadline”) in the format set out in Schedule E. 14.3 Such Reports shall specify all information required to calculate the Monthly Average Subscriber Level (including but not limited to the number of Subscribers for each of the HD Channels and each package in which a Channel is included) and the License Fees payable to STAR and shall be signed and attested by an officer of the HITSO of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Report is true and correct. 14.4 Provisioning of Report as per the terms of this Clause 14 shall constitute material obligation on the part of the HITSO. Non-provisioning of the Report on the Subscriber Reports Deadline and in the format set out in Schedule E, shall amount to material breach of the Agreement on the part of HITSO, which shall entitle STAR to terminate the Agreement and disconnect signals of the HD Channels to the HITSO as per Clause 17 of this Agreement. 15. Audit Rights 15.1 STAR’s representatives shall have the right, not more than twice in a calendar year, to review and / or audit the subscriber management system, conditional access system, other related systems and records of Subscriber Management System of the HITSO relating to the HD Channel(s) provided by the broadcaster for the purpose of verifying the amounts properly payable to STAR under the Agreement, the information contained in Reports and full compliance with the terms and conditions of the Agreement. The scope of such audit shall be as set out in Schedule F.

Delivery and Security. 11.1 10.1 The HD Channels must be delivered by HITSO IPTVO to Subscribers in a securely encrypted manner and without any alteration. 11.2 10.2 The uplink specifications, satellite capacity and infrastructure allocated by HITSO IPTVO in respect of the broadcast signal of the HD Channels by HITSO IPTVO to its Subscribers shall be no worse than that of the broadcast signal of any other channel within the same genre on its Distribution System. 11.3 10.3 The HITSO IPTVO shall re-broadcast and re-transmit each of the HD Channels through the Distribution System to Subscribers located in the Territory in the manner of re-transmission as specified in this Agreement with respect to the Distribution System. The Parties acknowledge and agree that any material changes to the Distribution System’s security and encryption technology, including the encryption system (other than standard software upgrades which are deemed not to be material changes), during the Term will be made by the HITSO IPTVO only after prior approval from STAR. 11.4 10.4 The HITSO IPTVO shall, at its own cost and expense, cause the HD Channels to be received only from the satellite(s) designated by STAR from time to time and shall ensure distribution throughout its Distribution System on separate, dedicated HD Channel(s) for reception by all its Subscribers. 11.5 10.5 STAR may upon execution of this Agreement, at the request of the HITSO IPTVO supply or cause to be supplied necessary Equipment to the HITSOIPTVO. If STAR provides the Equipment, the HITSO IPTVO shall pay to STAR fees for the Equipment in addition to the License Fee as may be informed by STAR to the HITSOIPTVO. The HITSO IPTVO shall locate the Equipment at a location approved by STAR in writing. In case the HITSO IPTVO requires replacement of any defective Equipment, the HITSO IPTVO shall pay a non-refundable service charge per Equipment for one time replacement as may be informed by STAR to the HITSOIPTVO. The Equipment shall be used by the HITSO IPTVO exclusively for distribution of the HD Channels for which it is issued and shall at all times remain the sole and exclusive property of STAR and the HITSO IPTVO shall forthwith return the Equipment to STAR upon expiry or termination of the Agreement as per the provisions and procedure laid down in this Agreement. The HITSO IPTVO shall not, under any circumstances, reverse engineer, decompile or disassemble the Equipment or reproduce or allow the reproduction of any of them or the technology included in them or sell or exchange or transfer the Equipment in any manner whatsoever. The HITSO IPTVO shall get the Equipment insured immediately on execution of the Agreement. 11.6 10.6 STAR shall not be liable for any defect in the Equipment(s), which is attributable to any unauthorized use, tampering or damage due to negligent use of the same by the HITSO IPTVO or any other person. In the event the Equipment(s) is lost, stolen or damaged, the HITSO IPTVO shall immediately inform STAR. In the event the HITSO IPTVO desires new Equipment(s) for any HD Channel forming part of the HD Channels, the same may be issued at the discretion of STAR on payment of such charges as may be specified by STAR from time to time. In the event any of the Equipment(s) is not in use by the HITSOIPTVO, the same should be returned to the concerned office of STAR immediately. 11.7 10.7 In order to take back possession of the Equipment from the HITSOIPTVO, the HITSO IPTVO shall ensure that the personnel/representative of STAR are allowed free and unobstructed access to the location where the Equipment is installed and take possession of the same. The HITSO IPTVO shall not interfere with such procedure. 11.8 10.8 During the Term, the HITSOIPTVO’s re-broadcasting and re-transmitting facilities shall be fully capable of individually addressing Subscribers of Distribution System on a channel-channel- by-channel, STB-by-STB and decoder- decoder-by-decoder basis. The HITSO IPTVO shall install decoding equipment and all other equipment necessary to receive and distribute the HD Channels at its own cost and expense. The HITSO IPTVO acknowledges and agrees that STBs, and their installed content protection systems, used by Subscribers shall prohibit the use of any digital outputs. The HITSO further agrees to make no use, nor authorize or permit others to make use, of the HD Channels or the programming on the HD Channels other than as expressly set forth in this Agreement. STAR shall have the right in its sole discretion to either suspend the transmission of any or all of the HD Channels by the HITSOIPTVO, or terminate this Agreement in accordance with the Law, if the HITSO IPTVO distributes any or all of the HD Channels in a manner not authorized or for a purpose not specifically provided for by this Agreement. 11.9 10.9 The HITSO IPTVO shall use its best efforts to maintain for the HD Channels the quality standard afforded to other standard definition HD Channels of the same genre in a non-discriminatory fashion. the HITSO IPTVO shall use reasonable efforts to maintain a service availability (a service free from viewer discernible problems including, without limitation, video with no audio, audio with no video or significant signal distortion) without any interruption or deviation from the daily transmission schedule. 1211. Anti-Piracy 12.1 11.1 In order to prevent theft, piracy, unauthorized retransmissions, redistribution or exhibition, copying or duplication of any HD Channel, in whole or in part, (hereinafter collectively referred to as “Piracy”), the HITSO IPTVO shall, prior to the commencement of the Term of the Agreement and at all times during such Term, employ, maintain, and enforce fully effective conditional access delivery and content protection and security systems, and related physical security and operational procedures (hereinafter collectively referred to as the “Security Systems”) as may be specified (security specifications), in a non-discriminatory manner in writing, from time to time, by STAR. 12.2 11.2 The HITSO IPTVO shall adhere to the anti-piracy obligations and security measures set out in Schedule G. 12.3 11.3 To ensure the HITSOIPTVO’s ongoing compliance with the security requirements set out in the Agreement, STAR may require technical audits (“Technical Audit(s)”) conducted by an independent security technology auditor (“Technical Auditor”), approved by STAR in writing no more than twice per year during the Term, at STAR’s cost and expense. If the results of any Technical Audit are not found to be satisfactory by either the HITSO IPTVO or STAR, then STAR shall work with the HITSO IPTVO in resolving this issue in the next fourteen (14) Business Days. If a solution is not reached at by then, STAR may, in its sole discretion, suspend the HITSO’s right to distribute the HD Channels or take other actions as provided under the Agreement, until such systems, procedures and security measures have been corrected to STAR’s satisfaction. HITSO shall bear the cost and expense of any subsequent Technical Audit to verify that the systems, procedures and security measures have been corrected by the HITSO to STAR’s satisfaction. 12.4 HITSO shall deploy finger printing mechanisms to detect any piracy, violation of copyright and unauthorized viewing of the HD Channels, distributed / transmitted through its Distribution System at least every 10 minutes on 24 x 7 x 365 basis. 12.5 HITSO shall not authorize, cause or suffer any portion of any of the HD Channels to be recorded, duplicated, cablecast, exhibited or otherwise used for any purpose other than for distribution by HITSO at the time the HD Channels are made available. If HITSO becomes aware that any unauthorized third party is recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the HD Channels for any other purpose, HITSO shall within ten minutes of so becoming aware of such recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the HD Channels for any other purpose, notify STAR and the HITSO shall also switch off the concerned Set Top Box to prevent such unauthorized use. However, use of a Set Top Box with Personal Video Recorder/ Digital Video Recorder facility which has been supplied by the HITSO shall not be treated as unauthorized use, as long as such Set Top Box is used in accordance with the terms and conditions of the Agreement between the HITSO and the Subscriber. 12.6 If so instructed by Information (as defined below) by STAR, the HITSO shall shut off or de-authorize the transmission to any unauthorized subscriber/ subscriber indulging in piracy, within ten minutes from the time it receives such instruction from STAR. 12.7 Any communication under clause 12.6 shall be considered as valid Information only if (i) the information is sent through e mail in a format as mutually agreed by the Parties and (ii) the Information is sent by a person(s) who is designated to send such information. However the “Information” may even be provided by STAR representatives through other means of communications such as telephonic message, fax etc. and the said “information” shall later be confirmed by STAR through e-mail and the HITSO shall be under obligation to act upon such information. 12.8 STARSTARIn instances where the HITSO is the only Party that is allowed to initiate and pursue legal action against an unauthorized party, including, but not limited to, the filing of criminal complaints against such unauthorized party, the HITSO agrees to initiate such legal action and STAR undertakes to provide all necessary assistance. STAR plans to actively combat piracy of the HD Channels in the Territory and the HITSO agrees to work closely with STAR and comply with its directions in relation to such efforts. 13. Advertising/ Marketing/ Promotion 13.1 The HITSO shall promote all the HD Channels and the programming exhibited by all of the HD Channels in the same manner and to the same extent as any other channel in the same genre, which is distributed by the HITSO; provided, that the HITSO may carry out any specific promotion with respect to a certain specific HD Channel(s) or genres. 13.2 The HITSO agrees that it shall provide the HD Channels with the same opportunity to carry out specific promotions on mutually agreeable terms. The HITSO agrees that the HD Channels will be treated similarly, in terms of size and prominence (taking into consideration the context) to other HD Channels in any advertising material where the Channel Marks (as defined below) appear with the logos and names of all other HD Channels. Nevertheless, In promoting the HD Channels, the HITSO shall use only Promotional Material provided or approved by STAR, in the form provided by STAR (or, if created by or on behalf of the HITSO, in the identical form presented to STAR’s for STAR’s prior written approval) and only for the purpose of promoting the HD Channels. STAR shall make available to the HITSO Promotional Materials in accordance with STAR’s then current practices. STAR and the HITSO agree to discuss joint marketing efforts and the coordination of marketing and promotion for the HD Channels and the Distribution System. 13.3 STAR shall be treated similarly to other programmers in respect of opportunities for participation in events and promotions that the HITSO undertakes for the promotion of HD Channels, subject to and considering commercial agreements for each such event and promotion and the context of each such event and promotion. STAR shall provide to the HITSO information in a format that is reasonably requested by the HITSO for this purpose. 14. Subscriber Reports 14.1 HITSO will maintain at its own expense a subscriber management system (“SMS”) which should be fully integrated with the CAS (Conditional Access System). Reports under this Agreement shall be generated only through SMS and CAS and the same should be in a pre-defined read only format such as a suitable PDF format, which cannot be edited. 14.2 HITSO shall provide to STAR complete and accurate opening and closing subscriber monthly reports (“Reports”) for the HD Channels and the tier and/or package containing the HD Channels within seven (7) days from the end of each month (“Report Deadline”) in the format set out in Schedule E. 14.3 Such Reports shall specify all information required to calculate the Monthly Average Subscriber Level (including but not limited to the number of Subscribers for each of the HD Channels and each package in which a Channel is included) and the License Fees payable to STAR and shall be signed and attested by an officer of the HITSO of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Report is true and correct. 14.4 Provisioning of Report as per the terms of this Clause 14 shall constitute material obligation on the part of the HITSO. Non-provisioning of the Report on the Subscriber Reports Deadline and in the format set out in Schedule E, shall amount to material breach of the Agreement on the part of HITSO, which shall entitle STAR to terminate the Agreement and disconnect signals of the HD Channels to the HITSO as per Clause 17 of this Agreement. 15. Audit Rights 15.1 STAR’s representatives shall have the right, not more than twice in a calendar year, to review and / or audit the subscriber management system, conditional access system, other related systems and records of Subscriber Management System of the HITSO relating to the HD Channel(s) provided by the broadcaster for the purpose of verifying the amounts properly payable to STAR under the Agreement, the information contained in Reports and full compliance with the terms and conditions of the Agreement. The scope of such audit shall be as set out in Schedule F.

Delivery and Security. 11.1 10.1 The HD Channels must be delivered by HITSO DTHO to Subscribers in a securely encrypted manner and without any alteration. 11.2 10.2 The uplink specifications, satellite capacity and infrastructure allocated by HITSO DTHO in respect of the broadcast signal of the HD Channels by HITSO DTHO to its Subscribers shall be no worse than that of the broadcast signal of any other channel within the same genre on its Distribution System. 11.3 10.3 The HITSO DTHO shall re-broadcast and re-transmit each of the HD Channels through the Distribution System to Subscribers located in the Territory in the manner of re-transmission as specified in this Agreement with respect to the Distribution System. The Parties acknowledge and agree that any material changes to the Distribution System’s security and encryption technology, including the encryption system Encryption System (other than standard software upgrades which are deemed not to be material changes), during the Term will be made by the HITSO DTHO only after prior approval from STARSIPL. 11.4 10.4 The HITSO DTHO shall, at its own cost and expense, cause the HD Channels to be received only from the satellite(s) designated by STAR SIPL from time to time and shall ensure distribution throughout its Distribution System on separate, dedicated HD Channel(s) for reception by all its Subscribers. 11.5 STAR 10.5 SIPL may upon execution of this Agreement, at the request of the HITSO DTHO supply or cause to be supplied necessary Equipment to the HITSODTHO. If STAR SIPL provides the Equipment, the HITSO DTHO shall pay to STAR SIPL fees for the Equipment in addition to the License Fee as may be informed by STAR SIPL to the HITSODTHO. The HITSO DTHO shall locate the Equipment at a location approved by STAR SIPL in writing. In case the HITSO DTHO requires replacement of any defective Equipment, the HITSO DTHO shall pay a non-refundable service charge per Equipment for one time replacement as may be informed by STAR SIPL to the HITSODTHO. The Equipment shall be used by the HITSO DTHO exclusively for distribution of the HD Channels for which it is issued and shall at all times remain the sole and exclusive property of STAR SIPL and the HITSO DTHO shall forthwith return the Equipment to STAR SIPL upon expiry or termination of the Agreement as per the provisions and procedure laid down in this Agreement. The HITSO DTHO shall not, under any circumstances, reverse engineer, decompile or disassemble the Equipment or reproduce or allow the reproduction of any of them or the technology included in them or sell or exchange or transfer the Equipment in any manner whatsoever. The HITSO DTHO shall get the Equipment insured immediately on execution of the Agreement. 11.6 STAR 10.6 SIPL shall not be liable for any defect in the Equipment(s), which is attributable to any unauthorized use, tampering or damage due to negligent use of the same by the HITSO DTHO or any other person. In the event the Equipment(s) is lost, stolen or damaged, the HITSO DTHO shall immediately inform STARSIPL. In the event the HITSO DTHO desires new Equipment(s) for any HD Channel forming part of the HD Channels, the same may be issued at the discretion of STAR SIPL on payment of such charges as may be specified by STAR SIPL from time to time. In the event any of the Equipment(s) is not in use by the HITSODTHO, the same should be returned to the concerned office of STAR SIPL immediately. 11.7 10.7 In order to take back possession of the Equipment from the HITSODTHO, the HITSO DTHO shall ensure that the personnel/representative of STAR SIPL are allowed free and unobstructed access to the location where the Equipment is installed and take possession of the same. The HITSO DTHO shall not interfere with such procedure. 11.8 10.8 During the Term, the HITSODTHO’s re-broadcasting and re-transmitting facilities shall be fully capable of individually addressing Subscribers of Distribution System on a channel-channel- by-channel, STB-by-STB and decoder- decoder-by-decoder basis. The HITSO DTHO shall install decoding equipment and all other equipment necessary to receive and distribute the HD Channels at its own cost and expense. The HITSO DTHO acknowledges and agrees that STBs, and their installed content protection systems, used by Subscribers shall prohibit the use of any digital outputs. The HITSO further agrees to make no use, nor authorize or permit others to make use, of the HD Channels or the programming on the HD Channels other than as expressly set forth in this Agreement. STAR SIPL shall have the right in its sole discretion to either suspend the transmission of any or all of the HD Channels by the HITSODTHO, or terminate this Agreement in accordance with the Law, if the HITSO DTHO distributes any or all of the HD Channels in a manner not authorized or for a purpose not specifically provided for by this Agreement. 11.9 10.9 The HITSO DTHO shall use its best efforts to maintain for the HD Channels the quality standard afforded to other standard definition HD Channels of the same genre in a non-discriminatory fashion. the HITSO DTHO shall use reasonable efforts to maintain a service availability (a service free from viewer discernible problems including, without limitation, video with no audio, audio with no video or significant signal distortion) without any interruption or deviation from the daily transmission schedule. 1211. Anti-Piracy 12.1 11.1 In order to prevent theft, piracy, unauthorized retransmissions, redistribution or exhibition, copying or duplication of any HD Channel, in whole or in part, (hereinafter collectively referred to as “Piracy”), the HITSO DTHO shall, prior to the commencement of the Term of the Agreement and at all times during such Term, employ, maintain, and enforce fully effective conditional access delivery and content protection and security systems, and related physical security and operational procedures (hereinafter collectively referred to as the “Security Systems”) as may be specified (security specifications), in a non-discriminatory manner in writing, from time to time, by STARSIPL. 12.2 11.2 The HITSO DTHO shall adhere to the anti-piracy obligations and security measures set out in Schedule G. 12.3 11.3 To ensure the HITSODTHO’s ongoing compliance with the security requirements set out in the Agreement, STAR SIPL may require technical audits (“Technical Audit(s)”) conducted by an independent security technology auditor (“Technical Auditor”), approved by STAR SIPL in writing no more than twice per year during the Term, at STARSIPL’s cost and expense. If the results of any Technical Audit are not found to be satisfactory by either the HITSO DTHO or STARSIPL, then STAR SIPL shall work with the HITSO DTHO in resolving this issue in the next fourteen (14) Business Days. If a solution is not reached at by then, STAR SIPL may, in its sole discretion, suspend the HITSODTHO’s right to distribute the HD Channels or take other actions as provided under the Agreement, until such systems, procedures and security measures have been corrected to STARSIPL’s satisfaction. HITSO DTHO shall bear the cost and expense of any subsequent Technical Audit to verify that the systems, procedures and security measures have been corrected by the HITSO DTHO to STARSIPL’s satisfaction. 12.4 HITSO 11.4 DTHO shall deploy finger printing mechanisms to detect any piracy, violation of copyright and unauthorized viewing of the HD Channels, distributed / transmitted through its Distribution System at least every 10 minutes on 24 x 7 x 365 basis. 12.5 HITSO 11.5 DTHO shall not authorize, cause or suffer any portion of any of the HD Channels to be recorded, duplicated, cablecast, exhibited or otherwise used for any purpose other than for distribution by HITSO DTHO at the time the HD Channels are made available. If HITSO DTHO becomes aware that any unauthorized third party is recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the HD Channels for any other purpose, HITSO DTHO shall within ten minutes of so becoming aware of such recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the HD Channels for any other purpose, notify STAR SIPL and the HITSO DTHO shall also switch off the concerned Set Top Box to prevent such unauthorized use. However, use of a Set Top Box with Personal Video Recorder/ Digital Video Recorder facility which has been supplied by the HITSO DTHO shall not be treated as unauthorized use, as long as such Set Top Box is used in accordance with the terms and conditions of the Agreement between the HITSO DTHO and the Subscriber. 12.6 11.6 If so instructed by Information (as defined below) by STARSIPL, the HITSO DTHO shall shut off or de-authorize the transmission to any unauthorized subscriber/ subscriber indulging in piracy, within ten minutes from the time it receives such instruction from STARSIPL. 12.7 Any communication under clause 12.6 this Clause 11.6 shall be considered as valid Information only if (i) the information is sent through e e-mail in a format as mutually agreed by the Parties and (ii) the Information information is sent by a person(s) who is designated to send such information. However the “Information” may even be provided by STAR SIPL representatives through other means of communications such as telephonic message, fax etc. and the said “information” shall later be confirmed by STAR SIPL through e-e- mail and the HITSO DTHO shall be under obligation to act upon such information. 12.8 STARSTARIn 11.7 In instances where the HITSO DTHO is the only Party that is allowed to initiate and pursue legal action against an unauthorized party, including, but not limited to, the filing of criminal complaints against such unauthorized party, the HITSO DTHO agrees to initiate such legal action and STAR SIPL undertakes to provide all necessary assistance. STAR SIPL plans to actively combat piracy of the HD Channels in the Territory and the HITSO DTHO agrees to work closely with STAR SIPL and comply with its directions in relation to such efforts. 13. Advertising/ Marketing/ Promotion 13.1 The HITSO shall promote all the HD Channels and the programming exhibited by all of the HD Channels in the same manner and to the same extent as any other channel in the same genre, which is distributed by the HITSO; provided, that the HITSO may carry out any specific promotion with respect to a certain specific HD Channel(s) or genres. 13.2 The HITSO agrees that it shall provide the HD Channels with the same opportunity to carry out specific promotions on mutually agreeable terms. The HITSO agrees that the HD Channels will be treated similarly, in terms of size and prominence (taking into consideration the context) to other HD Channels in any advertising material where the Channel Marks (as defined below) appear with the logos and names of all other HD Channels. Nevertheless, In promoting the HD Channels, the HITSO shall use only Promotional Material provided or approved by STAR, in the form provided by STAR (or, if created by or on behalf of the HITSO, in the identical form presented to STAR’s for STAR’s prior written approval) and only for the purpose of promoting the HD Channels. STAR shall make available to the HITSO Promotional Materials in accordance with STAR’s then current practices. STAR and the HITSO agree to discuss joint marketing efforts and the coordination of marketing and promotion for the HD Channels and the Distribution System. 13.3 STAR shall be treated similarly to other programmers in respect of opportunities for participation in events and promotions that the HITSO undertakes for the promotion of HD Channels, subject to and considering commercial agreements for each such event and promotion and the context of each such event and promotion. STAR shall provide to the HITSO information in a format that is reasonably requested by the HITSO for this purpose. 14. Subscriber Reports 14.1 HITSO will maintain at its own expense a subscriber management system (“SMS”) which should be fully integrated with the CAS (Conditional Access System). Reports under this Agreement shall be generated only through SMS and CAS and the same should be in a pre-defined read only format such as a suitable PDF format, which cannot be edited. 14.2 HITSO shall provide to STAR complete and accurate opening and closing subscriber monthly reports (“Reports”) for the HD Channels and the tier and/or package containing the HD Channels within seven (7) days from the end of each month (“Report Deadline”) in the format set out in Schedule E. 14.3 Such Reports shall specify all information required to calculate the Monthly Average Subscriber Level (including but not limited to the number of Subscribers for each of the HD Channels and each package in which a Channel is included) and the License Fees payable to STAR and shall be signed and attested by an officer of the HITSO of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Report is true and correct. 14.4 Provisioning of Report as per the terms of this Clause 14 shall constitute material obligation on the part of the HITSO. Non-provisioning of the Report on the Subscriber Reports Deadline and in the format set out in Schedule E, shall amount to material breach of the Agreement on the part of HITSO, which shall entitle STAR to terminate the Agreement and disconnect signals of the HD Channels to the HITSO as per Clause 17 of this Agreement. 15. Audit Rights 15.1 STAR’s representatives shall have the right, not more than twice in a calendar year, to review and / or audit the subscriber management system, conditional access system, other related systems and records of Subscriber Management System of the HITSO relating to the HD Channel(s) provided by the broadcaster for the purpose of verifying the amounts properly payable to STAR under the Agreement, the information contained in Reports and full compliance with the terms and conditions of the Agreement. The scope of such audit shall be as set out in Schedule F..

Delivery and Security. 11.1 10.1 The HD Channels must be delivered by HITSO IPTVO to Subscribers in a securely encrypted manner and without any alteration. 11.2 10.2 The uplink specifications, satellite capacity and infrastructure allocated by HITSO IPTVO in respect of the broadcast signal of the HD Channels by HITSO IPTVO to its Subscribers shall be no worse than that of the broadcast signal of any other channel within the same genre on its Distribution System. 11.3 10.3 The HITSO IPTVO shall re-broadcast and re-transmit each of the HD Channels through the Distribution System to Subscribers located in the Territory in the manner of re-transmission as specified in this Agreement with respect to the Distribution System. The Parties acknowledge and agree that any material changes to the Distribution System’s security and encryption technology, including the encryption system Encryption System (other than standard software upgrades which are deemed not to be material changes), during the Term will be made by the HITSO IPTVO only after prior approval from STARSIPL. 11.4 10.4 The HITSO IPTVO shall, at its own cost and expense, cause the HD Channels to be received only from the satellite(s) designated by STAR SIPL from time to time and shall ensure distribution throughout its Distribution System on separate, dedicated HD Channel(s) for reception by all its Subscribers. 11.5 STAR 10.5 SIPL may upon execution of this Agreement, at the request of the HITSO IPTVO supply or cause to be supplied necessary Equipment to the HITSOIPTVO. If STAR SIPL provides the Equipment, the HITSO IPTVO shall pay to STAR SIPL fees for the Equipment in addition to the License Fee as may be informed by STAR SIPL to the HITSOIPTVO. The HITSO IPTVO shall locate the Equipment at a location approved by STAR SIPL in writing. In case the HITSO IPTVO requires replacement of any defective Equipment, the HITSO IPTVO shall pay a non-refundable service charge per Equipment for one time replacement as may be informed by STAR SIPL to the HITSOIPTVO. The Equipment shall be used by the HITSO IPTVO exclusively for distribution of the HD Channels for which it is issued and shall at all times remain the sole and exclusive property of STAR SIPL and the HITSO IPTVO shall forthwith return the Equipment to STAR SIPL upon expiry or termination of the Agreement as per the provisions and procedure laid down in this Agreement. The HITSO IPTVO shall not, under any circumstances, reverse engineer, decompile or disassemble the Equipment or reproduce or allow the reproduction of any of them or the technology included in them or sell or exchange or transfer the Equipment in any manner whatsoever. The HITSO IPTVO shall get the Equipment insured immediately on execution of the Agreement. 11.6 STAR 10.6 SIPL shall not be liable for any defect in the Equipment(s), which is attributable to any unauthorized use, tampering or damage due to negligent use of the same by the HITSO IPTVO or any other person. In the event the Equipment(s) is lost, stolen or damaged, the HITSO IPTVO shall immediately inform STARSIPL. In the event the HITSO IPTVO desires new Equipment(s) for any HD Channel forming part of the HD Channels, the same may be issued at the discretion of STAR SIPL on payment of such charges as may be specified by STAR SIPL from time to time. In the event any of the Equipment(s) is not in use by the HITSOIPTVO, the same should be returned to the concerned office of STAR SIPL immediately. 11.7 10.7 In order to take back possession of the Equipment from the HITSOIPTVO, the HITSO IPTVO shall ensure that the personnel/representative of STAR SIPL are allowed free and unobstructed access to the location where the Equipment is installed and take possession of the same. The HITSO IPTVO shall not interfere with such procedure. 11.8 10.8 During the Term, the HITSOIPTVO’s re-broadcasting and re-transmitting facilities shall be fully capable of individually addressing Subscribers of Distribution System on a channel-channel- by-channel, STB-by-STB and decoder- decoder-by-decoder basis. The HITSO IPTVO shall install decoding equipment and all other equipment necessary to receive and distribute the HD Channels at its own cost and expense. The HITSO IPTVO acknowledges and agrees that STBs, and their installed content protection systems, used by Subscribers shall prohibit the use of any digital outputs. The HITSO further agrees to make no use, nor authorize or permit others to make use, of the HD Channels or the programming on the HD Channels other than as expressly set forth in this Agreement. STAR SIPL shall have the right in its sole discretion to either suspend the transmission of any or all of the HD Channels by the HITSOIPTVO, or terminate this Agreement in accordance with the Law, if the HITSO IPTVO distributes any or all of the HD Channels in a manner not authorized or for a purpose not specifically provided for by this Agreement. 11.9 10.9 The HITSO IPTVO shall use its best efforts to maintain for the HD Channels the quality standard afforded to other standard definition HD Channels of the same genre in a non-discriminatory fashion. the HITSO IPTVO shall use reasonable efforts to maintain a service availability (a service free from viewer discernible problems including, without limitation, video with no audio, audio with no video or significant signal distortion) without any interruption or deviation from the daily transmission schedule. 1211. Anti-Piracy 12.1 11.1 In order to prevent theft, piracy, unauthorized retransmissions, redistribution or exhibition, copying or duplication of any HD Channel, in whole or in part, (hereinafter collectively referred to as “Piracy”), the HITSO IPTVO shall, prior to the commencement of the Term of the Agreement and at all times during such Term, employ, maintain, and enforce fully effective conditional access delivery and content protection and security systems, and related physical security and operational procedures (hereinafter collectively referred to as the “Security Systems”) as may be specified (security specifications), in a non-discriminatory manner in writing, from time to time, by STARSIPL. 12.2 11.2 The HITSO IPTVO shall adhere to the anti-piracy obligations and security measures set out in Schedule G. 12.3 11.3 To ensure the HITSOIPTVO’s ongoing compliance with the security requirements set out in the Agreement, STAR SIPL may require technical audits (“Technical Audit(s)”) conducted by an independent security technology auditor (“Technical Auditor”), approved by STAR SIPL in writing no more than twice per year during the Term, at STARSIPL’s cost and expense. If the results of any Technical Audit are not found to be satisfactory by either the HITSO IPTVO or STARSIPL, then STAR SIPL shall work with the HITSO IPTVO in resolving this issue in the next fourteen (14) Business Days. If a solution is not reached at by then, STAR SIPL may, in its sole discretion, suspend the HITSOIPTVO’s right to distribute the HD Channels or take other actions as provided under the Agreement, until such systems, procedures and security measures have been corrected to STARSIPL’s satisfaction. HITSO IPTVO shall bear the cost and expense of any subsequent Technical Audit to verify that the systems, procedures and security measures have been corrected by the HITSO IPTVO to STARSIPL’s satisfaction. 12.4 HITSO 11.4 IPTVO shall deploy finger printing mechanisms to detect any piracy, violation of copyright and unauthorized viewing of the HD Channels, distributed / transmitted through its Distribution System at least every 10 minutes on 24 x 7 x 365 basis. 12.5 HITSO 11.5 IPTVO shall not authorize, cause or suffer any portion of any of the HD Channels to be recorded, duplicated, cablecast, exhibited or otherwise used for any purpose other than for distribution by HITSO IPTVO at the time the HD Channels are made available. If HITSO IPTVO becomes aware that any unauthorized third party is recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the HD Channels for any other purpose, HITSO IPTVO shall within ten minutes of so becoming aware of such recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the HD Channels for any other purpose, notify STAR SIPL and the HITSO IPTVO shall also switch off the concerned Set Top Box to prevent such unauthorized use. However, use of a Set Top Box with Personal Video Recorder/ Digital Video Recorder facility which has been supplied by the HITSO IPTVO shall not be treated as unauthorized use, as long as such Set Top Box is used in accordance with the terms and conditions of the Agreement between the HITSO IPTVO and the Subscriber. 12.6 11.6 If so instructed by Information (as defined below) by STARSIPL, the HITSO IPTVO shall shut off or de-authorize the transmission to any unauthorized subscriber/ subscriber indulging in piracy, within ten minutes from the time it receives such instruction from STARSIPL. 12.7 Any communication under clause 12.6 this Clause 11.6 shall be considered as valid Information only if (i) the information is sent through e e-mail in a format as mutually agreed by the Parties and (ii) the Information information is sent by a person(s) who is designated to send such information. However the “Information” may even be provided by STAR SIPL representatives through other means of communications such as telephonic message, fax etc. and the said “information” shall later be confirmed by STAR SIPL through e-e- mail and the HITSO IPTVO shall be under obligation to act upon such information. 12.8 STARSTARIn 11.7 In instances where the HITSO IPTVO is the only Party that is allowed to initiate and pursue legal action against an unauthorized party, including, but not limited to, the filing of criminal complaints against such unauthorized party, the HITSO IPTVO agrees to initiate such legal action and STAR SIPL undertakes to provide all necessary assistance. STAR SIPL plans to actively combat piracy of the HD Channels in the Territory and the HITSO IPTVO agrees to work closely with STAR SIPL and comply with its directions in relation to such efforts. 1312. Advertising/ Marketing/ Promotion 13.1 12.1 The HITSO IPTVO shall promote all the HD Channels and the programming exhibited by all of the HD Channels in the same manner and to the same extent as any other channel in the same genre, which is distributed by the HITSOIPTVO; provided, that the HITSO IPTVO may carry out any specific promotion with respect to a certain specific HD Channel(s) or genres. 13.2 12.2 The HITSO IPTVO agrees that it shall provide the HD Channels with the same opportunity to carry out specific promotions on mutually agreeable terms. The HITSO IPTVO agrees that the HD Channels will be treated similarly, in terms of size and prominence (taking into consideration the context) to other HD Channels in any advertising material where the Channel Marks (as defined below) appear with the logos and names of all other HD Channels. Nevertheless, In promoting the HD Channels, the HITSO IPTVO shall use only Promotional Material provided or approved by STARSIPL, in the form provided by STAR SIPL (or, if created by or on behalf of the HITSOIPTVO, in the identical form presented to STARSIPL’s for STARSIPL’s prior written approval) and only for the purpose of promoting the HD Channels. STAR SIPL shall make available to the HITSO IPTVO Promotional Materials in accordance with STARSIPL’s then current practices. STAR SIPL and the HITSO IPTVO agree to discuss joint marketing efforts and the coordination of marketing and promotion for the HD Channels and the Distribution System. 13.3 STAR 12.3 SIPL shall be treated similarly to other programmers in respect of opportunities for participation in events and promotions that the HITSO IPTVO undertakes for the promotion of HD Channels, subject to and considering commercial agreements for each such event and promotion and the context of each such event and promotion. STAR SIPL shall provide to the HITSO IPTVO information in a format that is reasonably requested by the HITSO IPTVO for this purpose. 1413. Subscriber Reports 14.1 HITSO 13.1 IPTVO will maintain at its own expense a subscriber management system (“SMS”) which should be fully integrated with the CAS (Conditional Access System). Reports under this Agreement shall be generated only through SMS and CAS and the same should be in a pre-defined read only format such as a suitable PDF format, which cannot be edited. 14.2 HITSO 13.2 IPTVO shall provide to STAR SIPL complete and accurate opening and closing subscriber monthly reports (“Reports”) for the HD Channels and the tier and/or package containing the HD Channels within seven (7) days from the end of each month (“Report Deadline”) in the format set out in Schedule E. 14.3 13.3 Such Reports shall specify all information required to calculate the Monthly Average Subscriber Level (including but not limited to the number of Subscribers for each of the HD Channels and each package in which a Channel is included) and the License Fees payable to STAR SIPL and shall be signed and attested by an officer of the HITSO IPTVO of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Report is true and correct. 14.4 13.4 Provisioning of Report Reports as per the terms of this Clause 14 13 shall constitute material obligation on the part of the HITSOIPTVO. Non-provisioning of the Report Reports on the Subscriber Reports Deadline and in the format set out in Schedule E, shall amount to material breach of the Agreement on the part of HITSOIPTVO, which shall entitle STAR SIPL to terminate the Agreement and disconnect signals of the HD Channels to the HITSO IPTVO as per Clause 17 16 of this Agreement. 1514. Audit Rights 15.1 STAR14.1 SIPL’s representatives shall have the right, not more than twice in a calendar year, to review and / or audit the subscriber management system, conditional access system, other related systems and records of Subscriber Management System of the HITSO IPTVO relating to the HD Channel(s) provided by the broadcaster for the purpose of verifying the amounts properly payable to STAR SIPL under the Agreement, the information contained in Reports and full compliance with the terms and conditions of the Agreement. The scope of such audit shall be as set out in Schedule F.F. 14.2 In the event an audit by SIPL or its auditors reveal that the IPTVO has under-reported or has misrepresented any item having a bearing on the computation of the License Fee payable by the IPTVO, SIPL shall provide the IPTVO with written notice setting out the amount of such additional fee (“Shortfall Amount”) payable by the IPTVO to SIPL (“Notice of Shortfall”). Upon receipt of the Notice of Shortfall, the IPTVO shall immediately, and in any event no later than 2 (two) calendar days from the date of receiving such Notice of Shortfall pay the Shortfall Amount together with interest in accordance with the Late Interest Rate for the period from the date when the payments should have been made by the IPTVO until the actual date of payment. 14.3

Delivery and Security. 11.1 10.1 The HD Channels must be delivered by HITSO DTHO to Subscribers in a securely encrypted manner and without any alteration. 11.2 10.2 The uplink specifications, satellite capacity and infrastructure allocated by HITSO DTHO in respect of the broadcast signal of the HD Channels by HITSO DTHO to its Subscribers shall be no worse than that of the broadcast signal of any other channel within the same genre on its Distribution System. 11.3 10.3 The HITSO DTHO shall re-broadcast and re-transmit each of the HD Channels through the Distribution System to Subscribers located in the Territory in the manner of re-transmission as specified in this Agreement with respect to the Distribution System. The Parties acknowledge and agree that any material changes to the Distribution System’s security and encryption technology, including the encryption system (other than standard software upgrades which are deemed not to be material changes), during the Term will be made by the HITSO DTHO only after prior approval from STAR. 11.4 10.4 The HITSO DTHO shall, at its own cost and expense, cause the HD Channels to be received only from the satellite(s) designated by STAR from time to time and shall ensure distribution throughout its Distribution System on separate, dedicated HD Channel(s) for reception by all its Subscribers. 11.5 10.5 STAR may upon execution of this Agreement, at the request of the HITSO DTHO supply or cause to be supplied necessary Equipment to the HITSODTHO. If STAR provides the Equipment, the HITSO DTHO shall pay to STAR fees for the Equipment in addition to the License Fee as may be informed by STAR to the HITSODTHO. The HITSO DTHO shall locate the Equipment at a location approved by STAR in writing. In case the HITSO DTHO requires replacement of any defective Equipment, the HITSO DTHO shall pay a non-refundable service charge per Equipment for one time replacement as may be informed by STAR to the HITSODTHO. The Equipment shall be used by the HITSO DTHO exclusively for distribution of the HD Channels for which it is issued and shall at all times remain the sole and exclusive property of STAR and the HITSO DTHO shall forthwith return the Equipment to STAR upon expiry or termination of the Agreement as per the provisions and procedure laid down in this Agreement. The HITSO DTHO shall not, under any circumstances, reverse engineer, decompile or disassemble the Equipment or reproduce or allow the reproduction of any of them or the technology included in them or sell or exchange or transfer the Equipment in any manner whatsoever. The HITSO DTHO shall get the Equipment insured immediately on execution of the Agreement. 11.6 10.6 STAR shall not be liable for any defect in the Equipment(s), which is attributable to any unauthorized use, tampering or damage due to negligent use of the same by the HITSO DTHO or any other person. In the event the Equipment(s) is lost, stolen or damaged, the HITSO DTHO shall immediately inform STAR. In the event the HITSO DTHO desires new Equipment(s) for any HD Channel forming part of the HD Channels, the same may be issued at the discretion of STAR on payment of such charges as may be specified by STAR from time to time. In the event any of the Equipment(s) is not in use by the HITSODTHO, the same should be returned to the concerned office of STAR immediately. 11.7 10.7 In order to take back possession of the Equipment from the HITSODTHO, the HITSO DTHO shall ensure that the personnel/representative of STAR are allowed free and unobstructed access to the location where the Equipment is installed and take possession of the same. The HITSO DTHO shall not interfere with such procedure. 11.8 10.8 During the Term, the HITSODTHO’s re-broadcasting and re-transmitting facilities shall be fully capable of individually addressing Subscribers of Distribution System on a channel-channel- by-channel, STB-by-STB and decoder- decoder-by-decoder basis. The HITSO DTHO shall install decoding equipment and all other equipment necessary to receive and distribute the HD Channels at its own cost and expense. The HITSO DTHO acknowledges and agrees that STBs, and their installed content protection systems, used by Subscribers shall prohibit the use of any digital outputs. The HITSO further agrees to make no use, nor authorize or permit others to make use, of the HD Channels or the programming on the HD Channels other than as expressly set forth in this Agreement. STAR shall have the right in its sole discretion to either suspend the transmission of any or all of the HD Channels by the HITSODTHO, or terminate this Agreement in accordance with the Law, if the HITSO DTHO distributes any or all of the HD Channels in a manner not authorized or for a purpose not specifically provided for by this Agreement. 11.9 10.9 The HITSO DTHO shall use its best efforts to maintain for the HD Channels the quality standard afforded to other standard definition HD Channels of the same genre in a non-discriminatory fashion. the HITSO DTHO shall use reasonable efforts to maintain a service availability (a service free from viewer discernible problems including, without limitation, video with no audio, audio with no video or significant signal distortion) without any interruption or deviation from the daily transmission schedule. 1211. Anti-Piracy 12.1 11.1 In order to prevent theft, piracy, unauthorized retransmissions, redistribution or exhibition, copying or duplication of any HD Channel, in whole or in part, (hereinafter collectively referred to as “Piracy”), the HITSO DTHO shall, prior to the commencement of the Term of the Agreement and at all times during such Term, employ, maintain, and enforce fully effective conditional access delivery and content protection and security systems, and related physical security and operational procedures (hereinafter collectively referred to as the “Security Systems”) as may be specified (security specifications), in a non-discriminatory manner in writing, from time to time, by STAR. 12.2 11.2 The HITSO DTHO shall adhere to the anti-piracy obligations and security measures set out in Schedule G. 12.3 11.3 To ensure the HITSODTHO’s ongoing compliance with the security requirements set out in the Agreement, STAR may require technical audits (“Technical Audit(s)”) conducted by an independent security technology auditor (“Technical Auditor”), approved by STAR in writing no more than twice per year during the Term, at STAR’s cost and expense. If the results of any Technical Audit are not found to be satisfactory by either the HITSO DTHO or STAR, then STAR shall work with the HITSO DTHO in resolving this issue in the next fourteen (14) Business Days. If a solution is not reached at by then, STAR may, in its sole discretion, suspend the HITSODTHO’s right to distribute the HD Channels or take other actions as provided under the Agreement, until such systems, procedures and security measures have been corrected to STAR’s satisfaction. HITSO DTHO shall bear the cost and expense of any subsequent Technical Audit to verify that the systems, procedures and security measures have been corrected by the HITSO DTHO to STAR’s satisfaction. 12.4 HITSO 11.4 DTHO shall deploy finger printing mechanisms to detect any piracy, violation of copyright and unauthorized viewing of the HD Channels, distributed / transmitted through its Distribution System at least every 10 minutes on 24 x 7 x 365 basis. 12.5 HITSO 11.5 DTHO shall not authorize, cause or suffer any portion of any of the HD Channels to be recorded, duplicated, cablecast, exhibited or otherwise used for any purpose other than for distribution by HITSO DTHO at the time the HD Channels are made available. If HITSO DTHO becomes aware that any unauthorized third party is recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the HD Channels for any other purpose, HITSO DTHO shall within ten minutes of so becoming aware of such recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the HD Channels for any other purpose, notify STAR and the HITSO DTHO shall also switch off the concerned Set Top Box to prevent such unauthorized use. However, use of a Set Top Box with Personal Video Recorder/ Digital Video Recorder facility which has been supplied by the HITSO DTHO shall not be treated as unauthorized use, as long as such Set Top Box is used in accordance with the terms and conditions of the Agreement between the HITSO DTHO and the Subscriber. 12.6 11.6 If so instructed by Information (as defined below) by STAR, the HITSO DTHO shall shut off or de-authorize the transmission to any unauthorized subscriber/ subscriber indulging in piracy, within ten minutes from the time it receives such instruction from STAR. 12.7 STARSTAR 11.7 Any communication under clause 12.6 Clause 11.6 shall be considered as valid Information only if (i) the information is sent through e e-mail in a format as mutually agreed by the Parties and (ii) the Information information is sent by a person(s) who is designated to send such information. However the “Information” may even be provided by STAR representatives through other means of communications such as telephonic message, fax etc. and the said “information” shall later be confirmed by STAR through e-e- mail and the HITSO DTHO shall be under obligation to act upon such information. 12.8 STARSTARIn 11.8 In instances where the HITSO DTHO is the only Party that is allowed to initiate and pursue legal action against an unauthorized party, including, but not limited to, the filing of criminal complaints against such unauthorized party, the HITSO DTHO agrees to initiate such legal action and STAR undertakes to provide all necessary assistance. STAR plans to actively combat piracy of the HD Channels in the Territory and the HITSO DTHO agrees to work closely with STAR and comply with its directions in relation to such efforts. 1312. Advertising/ Marketing/ Promotion 13.1 12.1 The HITSO DTHO shall promote all the HD Channels and the programming exhibited by all of the HD Channels in the same manner and to the same extent as any other channel in the same genre, which is distributed by the HITSODTHO; provided, that the HITSO DTHO may carry out any specific promotion with respect to a certain specific HD Channel(s) or genres. 13.2 12.2 The HITSO DTHO agrees that it shall provide the HD Channels with the same opportunity to carry out specific promotions on mutually agreeable terms. The HITSO DTHO agrees that the HD Channels will be treated similarly, in terms of size and prominence (taking into consideration the context) to other HD Channels in any advertising material where the Channel Marks (as defined below) appear with the logos and names of all other HD Channels. Nevertheless, In promoting the HD Channels, the HITSO DTHO shall use only Promotional Material provided or approved by STAR, in the form provided by STAR (or, if created by or on behalf of the HITSODTHO, in the identical form presented to STAR’s for STAR’s prior written approval) and only for the purpose of promoting the HD Channels. STAR shall make available to the HITSO DTHO Promotional Materials in accordance with STAR’s then current practices. STAR and the HITSO DTHO agree to discuss joint marketing efforts and the coordination of marketing and promotion for the HD Channels and the Distribution System. 13.3 12.3 STAR shall be treated similarly to other programmers in respect of opportunities for participation in events and promotions that the HITSO DTHO undertakes for the promotion of HD Channels, subject to and considering commercial agreements for each such event and promotion and the context of each such event and promotion. STAR shall provide to the HITSO DTHO information in a format that is reasonably requested by the HITSO DTHO for this purpose. 1413. Subscriber Reports 14.1 HITSO 13.1 DTHO will maintain at its own expense a subscriber management system (“SMS”) which should be fully integrated with the CAS (Conditional Access System). Reports under this Agreement shall be generated only through SMS and CAS and the same should be in a pre-defined read only format such as a suitable PDF format, which cannot be edited. 14.2 HITSO 13.2 DTHO shall provide to STAR complete and accurate opening and closing subscriber monthly reports (“Reports”) for the HD Channels and the tier and/or package containing the HD Channels within seven (7) days from the end of each month (“Report Deadline”) in the format set out in Schedule E. 14.3 13.3 Such Reports shall specify all information required to calculate the Monthly Average Subscriber Level (including but not limited to the number of Subscribers for each of the HD Channels and each package in which a Channel is included) and the License Fees payable to STAR and shall be signed and attested by an officer of the HITSO DTHO of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Report is true and correct. 14.4 13.4 Provisioning of Report Reports as per the terms of this Clause 14 13 shall constitute material obligation on the part of the HITSODTHO. Non-provisioning of the Report Reports on the Subscriber Reports Deadline and in the format set out in Schedule E, shall amount to material breach of the Agreement on the part of HITSODTHO, which shall entitle STAR to terminate the Agreement and disconnect signals of the HD Channels to the HITSO DTHO as per Clause 17 16 of this Agreement. 1514. Audit Rights 15.1 14.1 STAR’s representatives shall have the right, not more than twice in a calendar year, to review and / or audit the subscriber management system, conditional access system, other related systems and records of Subscriber Management System of the HITSO DTHO relating to the HD Channel(s) provided by the broadcaster for the purpose of verifying the amounts properly payable to STAR under the Agreement, the information contained in Reports and full compliance with the terms and conditions of the Agreement. The scope of such audit shall be as set out in Schedule F.F. 14.2 In the event an audit by STAR or its auditors reveal that the DTHO has under-reported or has misrepresented any item having a bearing on the computation of the License Fee payable by the DTHO, STAR shall provide the DTHO with written notice setting out the amount of such additional fee (“Shortfall Amount”) payable by the DTHO to STAR (“Notice of Shortfall”). Upon receipt of the Notice of Shortfall, the DTHO shall immediately, and in any event no later than 2 (two) calendar days from the date of receiving such Notice of Shortfall pay the Shortfall Amount together with interest in accordance with the Late Interest Rate for the period from the date when the payments should have been made by the DTHO until the actual date of payment. 14.3

Delivery and Security. 11.1 The HD Channels must be delivered by HITSO to Subscribers in a securely encrypted manner and without any alteration. 11.2 The uplink specifications, satellite capacity and infrastructure allocated by HITSO in respect of the broadcast signal of the HD Channels by HITSO to its Subscribers shall be no worse than that of the broadcast signal of any other channel within the same genre on its Distribution System. 11.3 The HITSO shall re-broadcast and re-transmit each of the HD Channels through the Distribution System to Subscribers located in the Territory in the manner of re-transmission as specified in this Agreement with respect to the Distribution System. The Parties acknowledge and agree that any material changes to the Distribution System’s security and encryption technology, including the encryption system (other than standard software upgrades which are deemed not to be material changes), during the Term will be made by the HITSO only after prior approval from STAR. 11.4 The HITSO shall, at its own cost and expense, cause the HD Channels to be received only from the satellite(s) designated by STAR from time to time and shall ensure distribution throughout its Distribution System on separate, dedicated HD Channel(s) for reception by all its Subscribers. 11.5 STAR may upon execution of this Agreement, at the request of the HITSO supply or cause to be supplied necessary Equipment to the HITSO. If STAR provides the Equipment, the HITSO shall pay to STAR fees for the Equipment in addition to the License Fee as may be informed by STAR to the HITSO. The HITSO shall locate the Equipment at a location approved by STAR in writing. In case the HITSO requires replacement of any defective Equipment, the HITSO shall pay a non-refundable service charge per Equipment for one time replacement as may be informed by STAR to the HITSO. The Equipment shall be used by the HITSO exclusively for distribution of the HD Channels for which it is issued and shall at all times remain the sole and exclusive property of STAR and the HITSO shall forthwith return the Equipment to STAR upon expiry or termination of the Agreement as per the provisions and procedure laid down in this Agreement. The HITSO shall not, under any circumstances, reverse engineer, decompile or disassemble the Equipment or reproduce or allow the reproduction of any of them or the technology included in them or sell or exchange or transfer the Equipment in any manner whatsoever. The HITSO shall get the Equipment insured immediately on execution of the Agreement. 11.6 STAR shall not be liable for any defect in the Equipment(s), which is attributable to any unauthorized use, tampering or damage due to negligent use of the same by the HITSO or any other person. In the event the Equipment(s) is lost, stolen or damaged, the HITSO shall immediately inform STAR. In the event the HITSO desires new Equipment(s) for any Channel forming part of the HD Channels, the same may be issued at the discretion of STAR on payment of such charges as may be specified by STAR from time to time. In the event any of the Equipment(s) is not in use by the HITSO, the same should be returned to the concerned office of STAR immediately. 11.7 In order to take back possession of the Equipment from the HITSO, the HITSO shall ensure that the personnel/representative of STAR are allowed free and unobstructed access to the location where the Equipment is installed and take possession of the same. The HITSO shall not interfere with such procedure. 11.8 During the Term, the HITSO’s re-broadcasting and re-transmitting facilities shall be fully capable of individually addressing Subscribers of Distribution System on a channel-by-channel, STB-by-STB and decoder- by-decoder basis. The HITSO shall install decoding equipment and all other equipment necessary to receive and distribute the HD Channels at its own cost and expense. The HITSO acknowledges and agrees that STBs, and their installed content protection systems, used by Subscribers shall prohibit the use of any digital outputs. The HITSO further agrees to make no use, nor authorize or permit others to make use, of the HD Channels or the programming on the HD Channels other than as expressly set forth in this Agreement. STAR shall have the right in its sole discretion to either suspend the transmission of any or all of the HD Channels by the HITSO, or terminate this Agreement in accordance with the Law, if the HITSO distributes any or all of the HD Channels in a manner not authorized or for a purpose not specifically provided for by this Agreement. 11.9 The HITSO shall use its best efforts to maintain for the HD Channels the quality standard afforded to other HD Channels of the same genre in a non-discriminatory fashion. the HITSO shall use reasonable efforts to maintain a service availability (a service free from viewer discernible problems including, without limitation, video with no audio, audio with no video or significant signal distortion) without any interruption or deviation from the daily transmission schedule. 12. Anti-Piracy 12.1 In order to prevent theft, piracy, unauthorized retransmissions, redistribution or exhibition, copying or duplication of any Channel, in whole or in part, (hereinafter collectively referred to as “Piracy”), the HITSO shall, prior to the commencement of the Term of the Agreement and at all times during such Term, employ, maintain, and enforce fully effective conditional access delivery and content protection and security systems, and related physical security and operational procedures (hereinafter collectively referred to as the “Security Systems”) as may be specified (security specifications), in a non-discriminatory manner in writing, from time to time, by STAR. 12.2 The HITSO shall adhere to the anti-piracy obligations and security measures set out in Schedule G. 12.3 To ensure the HITSO’s ongoing compliance with the security requirements set out in the Agreement, STAR may require technical audits (“Technical Audit(s)”) conducted by an independent security technology auditor (“Technical Auditor”), approved by STAR in writing no more than twice per year during the Term, at STAR’s cost and expense. If the results of any Technical Audit are not found to be satisfactory by either the HITSO or STAR, then STAR shall work with the HITSO in resolving this issue in the next fourteen (14) Business Days. If a solution is not reached at by then, STAR may, in its sole discretion, suspend the HITSO’s right to distribute the HD Channels or take other actions as provided under the Agreement, until such systems, procedures and security measures have been corrected to STAR’s satisfaction. HITSO shall bear the cost and expense of any subsequent Technical Audit to verify that the systems, procedures and security measures have been corrected by the HITSO to STAR’s satisfaction. 12.4 HITSO shall deploy finger printing mechanisms to detect any piracy, violation of copyright and unauthorized viewing of the HD Channels, distributed / transmitted through its Distribution System at least every 10 minutes on 24 x 7 x 365 basis. 12.5 HITSO shall not authorize, cause or suffer any portion of any of the HD Channels to be recorded, duplicated, cablecast, exhibited or otherwise used for any purpose other than for distribution by HITSO at the time the HD Channels are made available. If HITSO becomes aware that any unauthorized third party is recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the HD Channels for any other purpose, HITSO shall within ten minutes of so becoming aware of such recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the HD Channels for any other purpose, notify STAR and the HITSO shall also switch off the concerned Set Top Box to prevent such unauthorized use. However, use of a Set Top Box with Personal Video Recorder/ Digital Video Recorder facility which has been supplied by the HITSO shall not be treated as unauthorized use, as long as such Set Top Box is used in accordance with the terms and conditions of the Agreement between the HITSO and the Subscriber. 12.6 If so instructed by Information (as defined below) by STAR, the HITSO shall shut off or de-authorize the transmission to any unauthorized subscriber/ subscriber indulging in piracy, within ten minutes from the time it receives such instruction from STAR. 12.7 Any communication under clause 12.6 shall be considered as valid Information only if (i) the information is sent through e mail in a format as mutually agreed by the Parties and (ii) the Information is sent by a person(s) who is designated to send such information. However the “Information” may even be provided by STAR representatives through other means of communications such as telephonic message, fax etc. and the said “information” shall later be confirmed by STAR through e-mail and the HITSO shall be under obligation to act upon such information. 12.8 STARSTARIn instances where the HITSO is the only Party that is allowed to initiate and pursue legal action against an unauthorized party, including, but not limited to, the filing of criminal complaints against such unauthorized party, the HITSO agrees to initiate such legal action and STAR undertakes to provide all necessary assistance. STAR plans to actively combat piracy of the HD Channels in the Territory and the HITSO agrees to work closely with STAR and comply with its directions in relation to such efforts. 13. Advertising/ Marketing/ Promotion 13.1 The HITSO shall promote all the HD Channels and the programming exhibited by all of the HD Channels in the same manner and to the same extent as any other channel in the same genre, which is distributed by the HITSO; provided, that the HITSO may carry out any specific promotion with respect to a certain specific HD Channel(s) or genres. 13.2 The HITSO agrees that it shall provide the HD Channels with the same opportunity to carry out specific promotions on mutually agreeable terms. The HITSO agrees that the HD Channels will be treated similarly, in terms of size and prominence (taking into consideration the context) to other HD Channels in any advertising material where the Channel Marks (as defined below) appear with the logos and names of all other HD Channels. Nevertheless, In promoting the HD Channels, the HITSO shall use only Promotional Material provided or approved by STAR, in the form provided by STAR (or, if created by or on behalf of the HITSO, in the identical form presented to STAR’s for STAR’s prior written approval) and only for the purpose of promoting the HD Channels. STAR shall make available to the HITSO Promotional Materials in accordance with STAR’s then current practices. STAR and the HITSO agree to discuss joint marketing efforts and the coordination of marketing and promotion for the HD Channels and the Distribution System. 13.3 STAR shall be treated similarly to other programmers in respect of opportunities for participation in events and promotions that the HITSO undertakes for the promotion of HD Channels, subject to and considering commercial agreements for each such event and promotion and the context of each such event and promotion. STAR shall provide to the HITSO information in a format that is reasonably requested by the HITSO for this purpose. 14. Subscriber Reports 14.1 HITSO will maintain at its own expense a subscriber management system (“SMS”) which should be fully integrated with the CAS (Conditional Access System). Reports under this Agreement shall be generated only through SMS and CAS and the same should be in a pre-defined read only format such as a suitable PDF format, which cannot be edited. 14.2 HITSO shall provide to STAR complete and accurate opening and closing subscriber monthly reports (“Reports”) for the HD Channels and the tier and/or package containing the HD Channels within seven (7) days from the end of each month (“Report Deadline”) in the format set out in Schedule E. 14.3 Such Reports shall specify all information required to calculate the Monthly Average Subscriber Level (including but not limited to the number of Subscribers for each of the HD Channels and each package in which a Channel is included) and the License Fees payable to STAR and shall be signed and attested by an officer of the HITSO of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Report is true and correct. 14.4 Provisioning of Report as per the terms of this Clause 14 shall constitute material obligation on the part of the HITSO. Non-provisioning of the Report on the Subscriber Reports Deadline and in the format set out in Schedule E, shall amount to material breach of the Agreement on the part of HITSO, which shall entitle STAR to terminate the Agreement and disconnect signals of the HD Channels to the HITSO as per Clause 17 of this Agreement. 15. Audit Rights 15.1 STAR’s representatives shall have the right, not more than twice in a calendar year, to review and / or audit the subscriber management system, conditional access system, other related systems and records of Subscriber Management System of the HITSO relating to the HD Channel(s) provided by the broadcaster for the purpose of verifying the amounts properly payable to STAR under the Agreement, the information contained in Reports and full compliance with the terms and conditions of the Agreement. The scope of such audit shall be as set out in Schedule F.F. 15.2 In the event an audit by STAR or its auditors reveal that the HITSO has under-reported or has misrepresented any item having a bearing on the computation of the License Fee payable by the HITSO, STAR shall provide the HITSO with written notice setting out the amount of such additional fee (“Shortfall Amount”) payable by the HITSO to STAR (“Notice of Shortfall”). Upon receipt of the Notice of Shortfall, the HITSO shall immediately, and in any event no later than 2 (two) calendar days from the date of receiving such Notice of Shortfall pay the Shortfall Amount together with interest in accordance with the Late Interest Rate for the period from the date when the payments should have been made by the HITSO until the actual date of payment. 15.3

Delivery and Security. 11.1 The All HD Channels must be delivered by HITSO the MSO to Subscribers in a securely encrypted manner and without any alteration. 11.2 The uplink specifications, satellite capacity transmission specifications and infrastructure allocated by HITSO MSO in respect of the broadcast signal of the STAR’s HD Channels by HITSO the MSO to its Subscribers shall be no worse than that of the broadcast cable signal of any other channel within the same genre on its Distribution System. 11.3 The HITSO MSO shall re-broadcast and re-transmit each of the HD Channels through the Distribution System to Subscribers located in the Territory in the manner of re-transmission as specified in this Agreement with respect to the Distribution System, and shall scramble the signal for such re- broadcast and re-transmission. The Parties acknowledge and agree that any material changes to the Distribution System’s security and encryption technology, including the encryption system (other than standard software upgrades which are deemed not to be material changes), during the Term will be made by the HITSO MSO only after prior approval from STAR. 11.4 The HITSO MSO shall, at its own cost and expense, cause the HD Channels to be received only from the satellite(s) designated by STAR from time to time and shall ensure distribution throughout its Distribution System Systems on separate, dedicated HD Channel(schannel(s) for reception by all its Subscribers. 11.5 STAR may upon execution of this Agreement, at the request of the HITSO MSO supply or cause to be supplied necessary Equipment to the HITSOMSO. If STAR provides the Equipment, the HITSO MSO shall pay to STAR fees for the Equipment in addition to the License Fee as may be informed by STAR to the HITSOMSO. The HITSO MSO shall locate the Equipment at a location approved by STAR in writing. In case the HITSO MSO requires replacement of any defective Equipment, the HITSO MSO shall pay a non-refundable service charge per Equipment for one time replacement as may be informed by STAR to the HITSOMSO. The Equipment shall be used by the HITSO MSO exclusively for distribution of the HD Channels for which it is issued and shall at all times remain the sole and exclusive property of STAR and the HITSO MSO shall forthwith return the Equipment to STAR upon expiry or termination of the Agreement as per the provisions and procedure laid down in this Agreement. The HITSO MSO shall not, under any circumstances, reverse engineer, decompile or disassemble the Equipment or reproduce or allow the reproduction of any of them or the technology included in them or sell or exchange or transfer the Equipment in any manner whatsoever. The HITSO MSO shall get insure the Equipment insured immediately on execution of the Agreement. 11.6 STAR shall not be liable for any defect in the Equipment(s), which is attributable to any unauthorized use, tampering or damage due to negligent use of the same by the HITSO MSO or any other person. In the event the Equipment(s) is lost, stolen or damaged, the HITSO MSO shall immediately inform STAR. In the event the HITSO MSO desires new Equipment(s) for any HD Channel forming part of the HD Channels, the same may be issued at the discretion of STAR on payment of such charges as may be specified by STAR from time to time. In the event any of the Equipment(s) is not in use by the HITSOMSO, the same should be returned to the concerned office of STAR immediately. 11.7 In order to take back possession of the Equipment from the HITSOMSO, the HITSO MSO shall ensure that the personnel/representative of STAR are allowed free and unobstructed access to the location where the Equipment is installed and take possession of the same. The HITSO MSO shall not interfere with such procedure. 11.8 During the Term, the HITSOMSO’s re-broadcasting and re-transmitting facilities shall be fully capable of individually addressing Subscribers of Distribution System on a channel-channel- by-channel, STB-by-STB and decoder- decoder-by-decoder basis. The HITSO MSO shall install decoding equipment and all other equipment necessary to receive and distribute the HD Channels at its own cost and expense. The HITSO MSO acknowledges and agrees that STBs, and their installed content protection systems, used by Subscribers of the Distribution System shall prohibit the use of any digital outputs. The HITSO MSO further agrees to make no use, nor authorize or permit others to make use, of the HD Channels or the programming on the HD Channels other than as expressly set forth in this Agreement. STAR shall have the right in its sole discretion to either suspend the transmission of any or all of the HD Channels by the HITSOMSO, or terminate this Agreement in accordance with the Law, if the HITSO MSO distributes any or all of the HD Channels in a manner not authorized or for a purpose not specifically provided for by this Agreement. 11.9 The HITSO MSO shall use its best efforts to maintain for the HD Channels the quality standard afforded to other HD Channels channels of the same genre in a non-non- discriminatory fashion. the HITSO The MSO shall use reasonable efforts to maintain a service availability (a service free from viewer discernible problems including, without limitation, video with no audio, audio with no video or significant signal distortion) without any interruption or deviation from the daily transmission schedule. 12. Anti-Piracy 12.1 In order to prevent theft, piracy, unauthorized retransmissions, redistribution or exhibition, copying or duplication of any HD Channel, in whole or in part, (hereinafter collectively referred to as “Piracy”), the HITSO MSO shall, prior to the commencement of the Term of the Agreement and at all times during such Term, employ, maintain, and enforce fully effective conditional access delivery and content protection and security systems, and related physical security and operational procedures (hereinafter collectively referred to as the “Security Systems”) as may be specified (security specifications), in a non-discriminatory manner in writing, from time to time, by STAR. 12.2 The HITSO MSO shall adhere to the anti-piracy obligations and security measures set out in Schedule G. I. 12.3 To ensure the HITSOMSO’s ongoing compliance with the security requirements set out in the Agreement, STAR may require technical audits (“Technical Audit(s)”) conducted by an independent security technology auditor (“Technical Auditor”), approved by STAR in writing no more than twice per year during the Term, at STAR’s cost and expense. If the results of any Technical Audit are not found to be satisfactory by either the HITSO MSO or STAR, then STAR shall work with the HITSO MSO in resolving this issue in the next fourteen (14) Business Days. If a solution is not reached at by then, STAR may, in its sole discretion, suspend the HITSOMSO’s right to distribute the HD Channels or take other actions as provided under the Agreement, until such systems, procedures and security measures have been corrected to STAR’s satisfaction. HITSO MSO shall bear the cost and expense of any subsequent Technical Audit to verify that the systems, procedures and security measures have been corrected by the HITSO MSO to STAR’s satisfaction. 12.4 HITSO MSO shall deploy finger printing mechanisms to detect any piracy, violation of copyright and unauthorized viewing of the HD Channels, distributed / transmitted through its Distribution System at least every 10 minutes on 24 x 7 x 365 basis. 12.5 HITSO MSO shall not authorize, cause or suffer any portion of any of the HD Channels to be recorded, duplicated, cablecast, exhibited or otherwise used for any purpose other than for distribution by HITSO MSO at the time the HD Channels are made available. If HITSO MSO becomes aware that any unauthorized third party is recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the HD Channels for any other purpose, HITSO MSO shall within ten minutes of so becoming aware of such recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the HD Channels for any other purpose, notify STAR and the HITSO MSO shall also switch off the concerned Set Top Box STB to prevent such unauthorized use. However, use of a Set Top Box STB with Personal Video Recorder/ Digital Video Recorder facility which has been supplied by the HITSO MSO shall not be treated as unauthorized use, as long as such Set Top Box STB is used in accordance with the terms and conditions of the Agreement between the HITSO MSO and the Subscriber. 12.6 If so instructed by Information (as defined below) by STAR, the HITSO MSO shall shut off or de-authorize the transmission to any unauthorized subscriber/ subscriber Subscriber indulging in piracy, within ten minutes from the time it receives such instruction from STAR. 12.7 Any communication under clause the Clause 12.6 shall be considered as valid Information only if (i) the information is sent through e e-mail in a format as mutually agreed by the Parties and (ii) the Information is sent by a person(s) who is designated to send such informationInformation. However the “Information” may even be provided by STAR representatives through other means of communications such as telephonic message, fax etc. and the said “informationInformation” shall later be confirmed by STAR through e-mail and the HITSO MSO shall be under obligation to act upon such information. 12.8 STARSTARIn In instances where the HITSO MSO is the only Party that is allowed to initiate and pursue legal action against an unauthorized party, including, but not limited to, the filing of criminal complaints against such unauthorized party, the HITSO MSO agrees to initiate such legal action and STAR undertakes to provide all necessary assistance. STAR plans to actively combat piracy of the HD Channels in the Territory and the HITSO MSO agrees to work closely with STAR and comply with its directions in relation to such efforts. 13. Advertising/ Marketing/ Advertising / Marketing / Promotion 13.1 The HITSO MSO shall promote all the HD Channels and the programming exhibited by all of the HD Channels in the same manner and to the same extent as any other channel in the same genre, which is distributed by the HITSOMSO; provided, that the HITSO MSO may carry out any specific promotion with respect to a certain specific HD Channel(schannel(s) or genres. 13.2 The HITSO MSO agrees that it shall provide the HD Channels with the same opportunity to carry out specific promotions on mutually agreeable terms. The HITSO MSO agrees that the HD Channels will be treated similarly, in terms of size and prominence (taking into consideration the context) to other HD Channels channels in any advertising material where the Channel Marks (as defined below) appear with the logos and names of all other HD Channelschannels. Nevertheless, In promoting the HD Channels, the HITSO MSO shall use only Promotional Material provided or approved by STAR, in the form provided by STAR (or, if created by or on behalf of the HITSOMSO, in the identical form presented to STAR’s for STAR’s prior written approval) and only for the purpose of promoting the HD Channels. STAR shall make available to the HITSO MSO Promotional Materials in accordance with STAR’s then current practices. STAR and the HITSO MSO agree to discuss joint marketing efforts and the coordination of marketing and promotion for the HD Channels and the Distribution System. 13.3 STAR shall be treated similarly to other programmers in respect of opportunities for participation in events and promotions that the HITSO MSO undertakes for the promotion of HD Channelschannels, subject to and considering commercial agreements for each such event and promotion and the context of each such event and promotion. STAR shall provide to the HITSO MSO information in a format that is reasonably requested by the HITSO MSO for this purpose. 14. Subscriber Reports 14.1 HITSO MSO will maintain at its own expense a subscriber management system (“SMS”) which should be fully integrated with the CAS (Conditional Access System). Reports under this Agreement shall be generated only through SMS and CAS and the same should be in a pre-defined read only format such as a suitable PDF format, which cannot be edited. 14.2 HITSO MSO shall provide to STAR complete and accurate opening and closing subscriber monthly reports (“Reports”) for the HD Channels and the tier and/or package containing the HD Channels within seven (7) days from the end of each month (“Report Deadline”) in the format set out in Schedule E. F. 14.3 Such Reports shall specify all information required to calculate the Monthly Average Subscriber Level (including but not limited to the number of Subscribers for each of the HD Channels and each package in which a HD Channel is included) and the License Fees payable to STAR and shall be signed and attested by an officer of the HITSO MSO of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Report is true and correct. 14.4 Provisioning of Report Reports as per the terms of this Clause 14 shall constitute material obligation on the part of the HITSOMSO. Non-provisioning of the Report Reports on the Subscriber Reports Deadline and in the format set out in Schedule EF, shall amount to material breach of the Agreement on the part of HITSOMSO, which shall entitle STAR to terminate the Agreement and disconnect signals of the HD Channels to the HITSO MSO as per Clause 17 of this Agreement. 15. Audit Rights 15.1 STAR’s representatives shall have the right, not more than twice in a calendar year, to review and / or audit the subscriber management system, conditional access system, other related systems and records of Subscriber Management System of the HITSO MSO relating to the HD Channel(s) provided by the broadcaster for the purpose of verifying the amounts properly payable to STAR under the Agreement, the information contained in Reports and full compliance with the terms and conditions of the Agreement. The scope of such audit shall be as set out in Schedule F.G. 15.2 In the event an audit by STAR or its auditors reveal that the MSO has under-reported or has misrepresented any item having a bearing on the computation of the License Fee payable by the MSO, STAR shall provide the MSO with written notice setting out the amount of such additional fee (“Shortfall Amount”) payable by the MSO to STAR (“Notice of Shortfall”). Upon receipt of the Notice of Shortfall, the MSO shall immediately, and in any event no later than 2 (two) calendar days from the date of receiving such Notice of Shortfall pay the Shortfall Amount together with interest in accordance with the Late Interest Rate for the period from the date when the payments should have been made by the MSO until the actual date of payment. 15.3

Delivery and Security. 11.1 The All HD Channels must be delivered by HITSO the MSO to Subscribers in a securely encrypted manner and without any alteration. 11.2 The uplink specifications, satellite capacity transmission specifications and infrastructure allocated by HITSO MSO in respect of the broadcast signal of the STAR’s HD Channels by HITSO the MSO to its Subscribers shall be no worse than that of the broadcast cable signal of any other channel within the same genre on its Distribution System. 11.3 The HITSO MSO shall re-broadcast and re-transmit each of the HD Channels through the Distribution System to Subscribers located in the Territory in the manner of re-transmission as specified in this Agreement with respect to the Distribution System, and shall scramble the signal for such re- broadcast and re-transmission. The Parties acknowledge and agree that any material changes to the Distribution System’s security and encryption technology, including the encryption system (other than standard software upgrades which are deemed not to be material changes), during the Term will be made by the HITSO MSO only after prior approval from STAR. 11.4 The HITSO MSO shall, at its own cost and expense, cause the HD Channels to be received only from the satellite(s) designated by STAR from time to time and shall ensure distribution throughout its Distribution System Systems on separate, dedicated HD Channel(schannel(s) for reception by all its Subscribers. 11.5 STAR may upon execution of this Agreement, at the request of the HITSO MSO supply or cause to be supplied necessary Equipment to the HITSOMSO. If STAR provides the Equipment, the HITSO MSO shall pay to STAR fees for the Equipment in addition to the License Fee as may be informed by STAR to the HITSOMSO. The HITSO MSO shall locate the Equipment at a location approved by STAR in writing. In case the HITSO MSO requires replacement of any defective Equipment, the HITSO MSO shall pay a non-refundable service charge per Equipment for one time replacement as may be informed by STAR to the HITSOMSO. The Equipment shall be used by the HITSO MSO exclusively for distribution of the HD Channels for which it is issued and shall at all times remain the sole and exclusive property of STAR and the HITSO MSO shall forthwith return the Equipment to STAR upon expiry or termination of the Agreement as per the provisions and procedure laid down in this Agreement. The HITSO MSO shall not, under any circumstances, reverse engineer, decompile or disassemble the Equipment or reproduce or allow the reproduction of any of them or the technology included in them or sell or exchange or transfer the Equipment in any manner whatsoever. The HITSO MSO shall get insure the Equipment insured immediately on execution of the Agreement. 11.6 STAR shall not be liable for any defect in the Equipment(s), which is attributable to any unauthorized use, tampering or damage due to negligent use of the same by the HITSO MSO or any other person. In the event the Equipment(s) is lost, stolen or damaged, the HITSO MSO shall immediately inform STAR. In the event the HITSO MSO desires new Equipment(s) for any HD Channel forming part of the HD Channels, the same may be issued at the discretion of STAR on payment of such charges as may be specified by STAR from time to time. In the event any of the Equipment(s) is not in use by the HITSOMSO, the same should be returned to the concerned office of STAR immediately. 11.7 In order to take back possession of the Equipment from the HITSOMSO, the HITSO MSO shall ensure that the personnel/representative of STAR are allowed free and unobstructed access to the location where the Equipment is installed and take possession of the same. The HITSO MSO shall not interfere with such procedure. 11.8 During the Term, the HITSOMSO’s re-broadcasting and re-transmitting facilities shall be fully capable of individually addressing Subscribers of Distribution System on a channel-channel- by-channel, STB-by-STB and decoder- decoder-by-decoder basis. The HITSO MSO shall install decoding equipment and all other equipment necessary to receive and distribute the HD Channels at its own cost and expense. The HITSO MSO acknowledges and agrees that STBs, and their installed content protection systems, used by Subscribers of the Distribution System shall prohibit the use of any digital outputs. The HITSO MSO further agrees to make no use, nor authorize or permit others to make use, of the HD Channels or the programming on the HD Channels other than as expressly set forth in this Agreement. STAR shall have the right in its sole discretion to either suspend the transmission of any or all of the HD Channels by the HITSOMSO, or terminate this Agreement in accordance with the Law, if the HITSO MSO distributes any or all of the HD Channels in a manner not authorized or for a purpose not specifically provided for by this Agreement. 11.9 The HITSO MSO shall use its best efforts to maintain for the HD Channels the quality standard afforded to other HD Channels channels of the same genre in a non-non- discriminatory fashion. the HITSO The MSO shall use reasonable efforts to maintain a service availability (a service free from viewer discernible problems including, without limitation, video with no audio, audio with no video or significant signal distortion) without any interruption or deviation from the daily transmission schedule. 12. Anti-Piracy 12.1 In order to prevent theft, piracy, unauthorized retransmissions, redistribution or exhibition, copying or duplication of any HD Channel, in whole or in part, (hereinafter collectively referred to as “Piracy”), the HITSO MSO shall, prior to the commencement of the Term of the Agreement and at all times during such Term, employ, maintain, and enforce fully effective conditional access delivery and content protection and security systems, and related physical security and operational procedures (hereinafter collectively referred to as the “Security Systems”) as may be specified (security specifications), in a non-discriminatory manner in writing, from time to time, by STAR. 12.2 The HITSO MSO shall adhere to the anti-piracy obligations and security measures set out in Schedule G. I. 12.3 To ensure the HITSOMSO’s ongoing compliance with the security requirements set out in the Agreement, STAR may require technical audits (“Technical Audit(s)”) conducted by an independent security technology auditor (“Technical Auditor”), approved by STAR in writing no more than twice per year during the Term, at STAR’s cost and expense. If the results of any Technical Audit are not found to be satisfactory by either the HITSO MSO or STAR, then STAR shall work with the HITSO MSO in resolving this issue in the next fourteen (14) Business Days. If a solution is not reached at by then, STAR may, in its sole discretion, suspend the HITSOMSO’s right to distribute the HD Channels or take other actions as provided under the Agreement, until such systems, procedures and security measures have been corrected to STAR’s satisfaction. HITSO MSO shall bear the cost and expense of any subsequent Technical Audit to verify that the systems, procedures and security measures have been corrected by the HITSO MSO to STAR’s satisfaction. 12.4 HITSO MSO shall deploy finger printing mechanisms to detect any piracy, violation of copyright and unauthorized viewing of the HD Channels, distributed / transmitted through its Distribution System at least every 10 minutes on 24 x 7 x 365 basis. 12.5 HITSO MSO shall not authorize, cause or suffer any portion of any of the HD Channels to be recorded, duplicated, cablecast, exhibited or otherwise used for any purpose other than for distribution by HITSO MSO at the time the HD Channels are made available. If HITSO MSO becomes aware that any unauthorized third party is recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the HD Channels for any other purpose, HITSO MSO shall within ten minutes of so becoming aware of such recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the HD Channels for any other purpose, notify STAR and the HITSO MSO shall also switch off the concerned Set Top Box STB to prevent such unauthorized use. However, use of a Set Top Box STB with Personal Video Recorder/ Digital Video Recorder facility which has been supplied by the HITSO MSO shall not be treated as unauthorized use, as long as such Set Top Box STB is used in accordance with the terms and conditions of the Agreement between the HITSO MSO and the Subscriber. 12.6 If so instructed by Information (as defined below) by STAR, the HITSO MSO shall shut off or de-authorize the transmission to any unauthorized subscriber/ subscriber Subscriber indulging in piracy, within ten minutes from the time it receives such instruction from STAR. 12.7 Any communication under clause the Clause 12.6 shall be considered as valid Information only if (i) the information is sent through e e-mail in a format as mutually agreed by the Parties and (ii) the Information is sent by a person(s) who is designated to send such informationInformation. However the “Information” may even be provided by STAR representatives through other means of communications such as telephonic message, fax etc. and the said “informationInformation” shall later be confirmed by STAR through e-mail and the HITSO MSO shall be under obligation to act upon such information. 12.8 STARSTARIn In instances where the HITSO MSO is the only Party that is allowed to initiate and pursue legal action against an unauthorized party, including, but not limited to, the filing of criminal complaints against such unauthorized party, the HITSO MSO agrees to initiate such legal action and STAR undertakes to provide all necessary assistance. STAR XXXX plans to actively combat piracy of the HD Channels in the Territory and the HITSO MSO agrees to work closely with STAR and comply with its directions in relation to such efforts. 13. Advertising/ Marketing/ Advertising / Marketing / Promotion 13.1 The HITSO MSO shall promote all the HD Channels and the programming exhibited by all of the HD Channels in the same manner and to the same extent as any other channel in the same genre, which is distributed by the HITSOMSO; provided, that the HITSO MSO may carry out any specific promotion with respect to a certain specific HD Channel(schannel(s) or genres. 13.2 The HITSO MSO agrees that it shall provide the HD Channels with the same opportunity to carry out specific promotions on mutually agreeable terms. The HITSO MSO agrees that the HD Channels will be treated similarly, in terms of size and prominence (taking into consideration the context) to other HD Channels channels in any advertising material where the Channel Marks (as defined below) appear with the logos and names of all other HD Channelschannels. Nevertheless, In promoting the HD Channels, the HITSO MSO shall use only Promotional Material provided or approved by STAR, in the form provided by STAR (or, if created by or on behalf of the HITSOMSO, in the identical form presented to STAR’s for STAR’s prior written approval) and only for the purpose of promoting the HD Channels. STAR shall make available to the HITSO MSO Promotional Materials in accordance with STAR’s then current practices. STAR and the HITSO MSO agree to discuss joint marketing efforts and the coordination of marketing and promotion for the HD Channels and the Distribution System. 13.3 STAR shall be treated similarly to other programmers in respect of opportunities for participation in events and promotions that the HITSO MSO undertakes for the promotion of HD Channelschannels, subject to and considering commercial agreements for each such event and promotion and the context of each such event and promotion. STAR shall provide to the HITSO MSO information in a format that is reasonably requested by the HITSO MSO for this purpose. 14. Subscriber Reports 14.1 HITSO MSO will maintain at its own expense a subscriber management system (“SMS”) which should be fully integrated with the CAS (Conditional Access System). Reports under this Agreement shall be generated only through SMS and CAS and the same should be in a pre-defined read only format such as a suitable PDF format, which cannot be edited. 14.2 HITSO MSO shall provide to STAR complete and accurate opening and closing subscriber monthly reports (“Reports”) for the HD Channels and the tier and/or package containing the HD Channels within seven (7) days from the end of each month (“Report Deadline”) in the format set out in Schedule E. F. 14.3 Such Reports shall specify all information required to calculate the Monthly Average Subscriber Level (including but not limited to the number of Subscribers for each of the HD Channels and each package in which a HD Channel is included) and the License Fees payable to STAR and shall be signed and attested by an officer of the HITSO MSO of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Report is true and correct. 14.4 Provisioning of Report Reports as per the terms of this Clause 14 shall constitute material obligation on the part of the HITSOMSO. Non-provisioning of the Report Reports on the Subscriber Reports Deadline and in the format set out in Schedule EF, shall amount to material breach of the Agreement on the part of HITSOMSO, which shall entitle STAR to terminate the Agreement and disconnect signals of the HD Channels to the HITSO MSO as per Clause 17 of this Agreement. 15. Audit Rights 15.1 STAR’s representatives shall have the right, not more than twice in a calendar year, to review and / or audit the subscriber management system, conditional access system, other related systems and records of Subscriber Management System of the HITSO MSO relating to the HD Channel(s) provided by the broadcaster for the purpose of verifying the amounts properly payable to STAR under the Agreement, the information contained in Reports and full compliance with the terms and conditions of the Agreement. The scope of such audit shall be as set out in Schedule F.G. 15.2 In the event an audit by STAR or its auditors reveal that the MSO has under-reported or has misrepresented any item having a bearing on the computation of the License Fee payable by the MSO, STAR shall provide the MSO with written notice setting out the amount of such additional fee (“Shortfall Amount”) payable by the MSO to STAR (“Notice of Shortfall”). Upon receipt of the Notice of Shortfall, the MSO shall immediately, and in any event no later than 2 (two) calendar days from the date of receiving such Notice of Shortfall pay the Shortfall Amount together with interest in accordance with the Late Interest Rate for the period from the date when the payments should have been made by the MSO until the actual date of payment. 15.3