Common use of FUNCTIONS AND OBLIGATIONS OF THE GENERAL SALES AGENT Clause in Contracts

FUNCTIONS AND OBLIGATIONS OF THE GENERAL SALES AGENT. General Sales Agent shall inter-alia perform on behalf of the Airlines the following functions: (a) Sale of air cargo transportation on the regular air services (on AI code flights) of Airlines. Providing and operating enquiry, administration of reservations, and booking of cargo on the Airline’s flights, including issuing air waybills and placing strong distribution system with objective reach out to Airlines Customers and other documents. (b) Solicitation and promotion of sales on the regular air cargo transportation services of the Airlines. (c) Appoint sales agents (“Sales Agents”) on its behalf within the Territory of Appointment to carry out functions and obligations effectively and efficiently within the Territory of Appointment, with the prior written consent of the Airlines to this effect. (d) In the event the Airlines is of the opinion that appointment of additional Sales Agent may be able to generate additional sales of air cargo transportation in the Territory of Appointment, it may request the General Sales Agent to appoint additional Sales Agents. Upon the Airlines making such request, the General Sales Agent shall appoint such number of additional Sales Agents as may be requested by the Airlines, in such areas within the Territory of Appointment as may be determined mutually by the General Sales Agent and the Airlines. (e) The General Sales Agent shall, prior to entering into any legally binding agreement with the Sales Agent, provide execution copies of such agreements to the Airlines. The General Sales Agent confirms and agrees that it will not enter into any agreements or arrangements unless it has obtained prior written approval from the Airlines in respect of the same. It is expressly clarified that such approval from the Airlines shall not reduce or diminish any obligation of the General Sales Agent under or pursuant to the terms of this Agreement. General Sales Agent shall promptly inform the Airlines of any agreements or arrangements made or entered into between the General Sales Agent and any Sales Agents and upon a request by the Airlines, promptly furnish copies of any and all of the agreements or details of the arrangements so entered into. (f) The General Sales Agent shall fully perform and shall cause the Sales Agent to fully perform the functions and obligations under the terms of this Agreement in compliance with the quality standards and policies specified by the Airlines. (g) The General Sales Agent shall at all times maintain a consolidated list of all Sales Agents and shall update such list on a monthly basis. Such list shall contain all such information (including without limitation, sale of air cargo transportation) relating to the Sales Agent as may be requested by the Airlines from time to time. (h) The General Sales Agent shall promptly and without any delay, inform the Airlines if the Sales Agent(s) is in or is likely to be in, breach of its obligations (including any payment obligations) under or pursuant to its contractual arrangement with the General Sales Agent or if the continuation of its contractual arrangement with the Sales Agent may (i) prevent or adversely affect the General Sales Agent from discharging its obligations under or pursuant to this Agreement or (ii) may in any manner have an adverse effect on the operations or otherwise can bring the Airlines into disrepute. (i) If the Airlines is of the opinion that any arrangement or agreement with any Sales Agent may adversely affect or is likely to adversely affect the Airline’s reputation, operations, or sales of air cargo transportation, the Airlines may notify the General Sales Agent of the same, whereupon the General Sales Agent shall forthwith terminate, without any liability or recourse to the Airlines, any or all of such agreements or arrangements entered into with such Sales Agents(s). (j) The General Sales Agent shall: (i) be responsible for the services rendered by Sales Agents; (ii) supervise and issue instructions that would facilitate the functions of Sales Agents; (iii) help Sales Agents in carrying out their responsibility; and (iv) Supervision and settlement of accounts with Sales Agents in the Territory of Appointment. (v) Will Coordinate and supervise the Cargo Handling Functions (both Import/Export) at the Airport and Cargo Warehouse Supervision/GHA. The GSA would Coordinate with the cargo warehouse agency for smooth handling of the Cargo. (k) Supervision, monitoring and settlement of accounts with Cargo Accounts Settlement Systems(CASS) wholly owned subsidiary of IATA in the Territory of Appointment, where applicable; and directly, where applicable. (l) General Sales Agent shall assume responsibility for the acts, omissions and defaults of its Sales Agents and indemnify and hold harmless at all times the Airlines, its officers, employees and servants from all responsibility and liability for any injury, damage, expense or losses (including, without limitation, reasonable attorney’s fees and other dispute resolution costs) and for such acts, omissions and defaults of the Sales Agents and against all complaints, if any, against such Sales Agents by any party whatsoever and also against claims and demands, if any, of such Sales Agents against the Airlines. (m) Handling and administration of bookings for cargo transportation. (n) Make every effort to enhance the business reputation and goodwill of the Airlines in the Territory of Appointment. (o) Represent and negotiate with appropriate authorities all matters relating to the operations and tariffs of the Airlines. (p) Provide and / or assist in the obtaining of data concerning the local laws, regulations, taxes and other information of like nature required by Airlines. Compile and dispatch such statistics, returns and reports as may be required by Airlines from time to time. (q) Distribute and display timetable and publicity materials provided by the Airlines in accordance with the requirements of the Airlines. (r) General Sales Agent shall:- (i) Provide a dedicated budget for the purpose of sales promotion, publicity and public relations, as set out in Schedule B. The same will be spent in consultation and association with the local Managers of the Airlines. (ii) Undertake special publicity and /or advertising campaigns as and when required by Airlines. The cost of any such campaigns to be budgeted and paid for as mutually agreed between the Parties. (s) The General Sales Agent shall at all times observe and comply with all rules, regulations, instructions and reasonable directions given to it by Airlines or its authorized local representatives concerning the services to be provided under the terms of this Agreement and shall ensure that all its staff concerned shall be at all times familiar with all such rules, regulations, instructions, and directions as may be amended from time to time. (t) Provide such other services, which may be required by the Airlines under this Agreement. (u) The General Sales Agent would provide assistance to Airlines in obtaining better rates for airport and other charges, and other inputs pertaining to air transportation of cargo, as may be required by the Airlines. (v) With respect to cargo transportation, afford cargo booking facility to Sales Agents and the general public in the assigned territory. (w) The General Sales Agent shall provide whatever sureties that may be required by any organization in the Territory of Appointment for provision of the credit to Airlines. The General Sales Agent would make payment of all bills raised on Airlines and certified by the Airlines to the extent of the General Sales Agent own sales. Such expenditure made on behalf of Airlines would be deducted from sales proceeds of the General Sales Agent. If the total expenditure exceeds the GSA’s own sales, GSA will effect such payments only upon receipt of such excess amount from the Airlines. It is hereby clarified that the Airlines would not bear any costs or administrative fees in this regard. The General Sales Agent will be responsible for compliance of various local laws and levies/taxes as well as filing of various returns in this connection with the local authorities. (x) The General Sales Agent will assist and represent the Airlines in all legal matters that are arising in the Territory of Appointment, in the matters relating to the customer complaints / Business related / other issues involving court cases, consumer courts, etc. (y) The General Sales Agent will assist the Airlines in changing the office set up, procedures, signage and any other related matters in compliance with the “Alliances” requirements, as and when Air India Limited joins any “Alliance”. (z) The General Sales Agent will ensure that the distribution channels in the Territory of Appointment are informed of the Airline’s own “E-airway billing policy” and “ADM (Agency Debit Memo) Policy”, and any other policy that is introduced by the Airlines from time to time and assist in recovering ADMs from the Sales Agents.

FUNCTIONS AND OBLIGATIONS OF THE GENERAL SALES AGENT. General Sales Agent shall shall, inter-alia alia, perform on behalf of the Airlines Principal the following functions: (ai) Sale of air cargo passenger transportation on the regular air services (on AI code flights) of AirlinesPrincipal. Providing and operating enquiry, administration of reservations, reservations and booking of cargo seats on the Airline’s flights, Principal’sflights including issuing air waybills and placing strong distribution system with objective reach out tickets, EMDs, refunds, provided by Principal to Airlines Customers and other documentsthe passengers over the counter, by mail, web , telephone or any channel as deemed fit by the Principal. (bii) Solicitation and promotion of sales on the regular air cargo passenger transportation services of the AirlinesPrincipal. (ciii) Appoint competent persons as sales agents (“Sales Agents”) on its behalf within the Territory of Appointment to carry out functions and obligations effectively and efficiently within the Territory of Appointment, with the prior written consent of the Airlines to this effect. (div) In the event the Airlines Principal is of the opinion that appointment of additional Sales Agent may be able to generate additional sales of air cargo passenger transportation in the Territory of Appointment, it may request the General Sales Agent to appoint additional Sales Agents. Upon the Airlines Principal making such request, the General Sales Agent shall appoint such number of additional Sales Agents as may be requested by the AirlinesPrincipal, in such areas within the Territory of Appointment as may be determined mutually by the General Sales Agent and the AirlinesPrincipal. (ev) The General Sales Agent shall, prior to entering into any legally binding agreement with the Sales Agent, provide execution copies of such agreements to the AirlinesPrincipal. The General Sales Agent confirms and agrees that it will not enter into any agreements or arrangements unless it has obtained prior written approval from the Airlines Principal in respect of the same. It is expressly clarified that such approval from the Airlines Principal shall not reduce or diminish any obligation of the General Sales Agent under or pursuant to the terms of this Agreement. General Sales Agent shall promptly inform the Airlines Principal of any agreements or arrangements made or entered into between the General Sales Agent and any Sales Agents and upon a request by the AirlinesPrincipal, promptly furnish copies of any and all of the agreements or details of the arrangements so entered into. (fvi) The General Sales Agent shall fully perform and shall cause the Sales Agent to fully perform the functions and obligations under the terms of this Agreement in compliance with the quality standards and policies specified by the AirlinesPrincipal from time to time. (gvii) The General Sales Agent shall at all times maintain a consolidated list of all Sales Agents and shall update such list on a monthly basis. Such list shall contain all such information (including without limitation, sale of air cargo passenger transportation) relating to the Sales Agent as may be requested by the Airlines Principal from time to time. (hviii) The General Sales Agent shall promptly and without any delay, inform the Airlines Principal if the Sales Agent(s) is in or is likely to be in, breach of its obligations (including any payment obligations) under or pursuant to its contractual arrangement with the General Sales Agent or if the continuation of its contractual arrangement with the Sales Agent may (i) prevent or adversely affect the General Sales Agent from discharging its obligations under or pursuant to this Agreement or (ii) may in any manner have an adverse effect on the operations or otherwise can bring the Airlines Principal into disrepute. (iix) If the Airlines Principal is of the opinion that any arrangement or agreement with any Sales Agent may adversely affect or is likely to adversely affect the AirlinePrincipal’s reputation, operations, operations or sales of air cargo passenger transportation, the Airlines Principal may notify the General Sales Agent of the same, whereupon the General Sales Agent shall forthwith terminate, without any liability or recourse to the AirlinesPrincipal, any or all of such agreements or arrangements entered into with such Sales Agents(s). (jx) The General Sales Agent shall: (i) a. be fully responsible for the services rendered by Sales Agents; (ii) b. supervise and issue instructions that would facilitate the functions of Sales Agents; (iii) c. help Sales Agents in carrying out their responsibility; and; (iv) Supervision d. be fully responsible for supervision and settlement of accounts with Sales Agents in the Territory of Appointment.; (v) Will Coordinate and supervise the Cargo Handling Functions (both Import/Export) at the Airport and Cargo Warehouse Supervision/GHA. The GSA would Coordinate with the cargo warehouse agency e. be fully responsible for smooth handling of the Cargo. (k) Supervisionsupervision, monitoring and settlement of accounts with Cargo Accounts Billing & Settlement Systems(CASSPlan (hereinafter referred as “BSP”) wholly owned subsidiary of IATA in the Territory of Appointment, where applicable; f. not be entitled for any ORC (overriding commission) for sales generated by the Sales Agents for whom the General Sales Agent does notundertake responsibility to cover defaults in the Territory of Appointment; and g. make good the loss or damage suffered by Principal on account of any breach committed by the Sales Agents of the terms and directly, where applicableconditions of this Agreement or of the Requirements of Law in the Territory of Appointment. (lxi) General Sales Agent shall assume responsibility for the acts, omissions and defaults of its Sales Agents and indemnify and hold harmless at all times the AirlinesPrincipal, its officers, employees and servants from all responsibility and liability for any injury, damage, expense or losses (including, without limitation, reasonable attorney’s fees and other dispute resolution costs) and for such acts, omissions omissions, short recovery and defaults of the Sales Agents and against all complaints, if any, against such Sales Agents by any party whatsoever and also against claims and demands, if any, of such Sales Agents against the AirlinesPrincipal. (mxii) Handling and administration of bookings reservations for cargo passenger transportation. (nxiii) Make every effort to enhance the business reputation and goodwill of the Airlines Principal in the Territory of Appointment. (oxiv) Represent and negotiate with appropriate authorities all matters relating to the operations and tariffs of the AirlinesPrincipal. (pxv) Provide and / or assist in the obtaining of data concerning the local laws, regulations, taxes and other information of like nature required by AirlinesPrincipal. Compile and dispatch such statistics, returns and reports as may be required by Airlines Principal from time to time. (qxvi) Distribute and display timetable flight schedule and publicity materials provided by the Airlines Principal in accordance with the requirements of the AirlinesPrincipal from time to time. (rxvii) General Sales Agent shall:- (i) a. Provide a dedicated budget for the purpose of sales promotion, publicity and public relations, as set out in Schedule B. The same will be spent in consultation and association with the local Managers managers of the Airlines.Principal; (ii) b. Undertake special publicity and /or advertising campaigns as and when required by AirlinesPrincipal. The cost of any such campaigns to be budgeted and paid for as mutually agreed between the Partiesparties. (sxviii) The General Sales Agent shall at all times observe and comply with all rules, regulations, instructions and reasonable directions given to it by Airlines Principal or its authorized local representatives concerning the services to be provided under the that terms of this Agreement and shall ensure that all its staff concerned shall be at all times familiar with all such rules, regulations, instructions, and directions as may be amended from time to time. (txix) Provide such other services, which may be required by the Airlines Principal under this Agreement. (uxx) The General Sales Agent would provide assistance to Airlines Principal in obtaining better rates for airport and other charges, and other inputs pertaining to air transportation ground handling, supply of cargofuel, catering supplies, office space, manpoweretc. as may be required by the AirlinesPrincipal. (vxxi) With respect to cargo passenger transportation, afford cargo booking provide passenger reservations facility to Sales Agents and the general public and handling agent, if required in the assigned territory. (wxxii) The General Sales Agent shall provide whatever sureties that may be required by any organization in the Territory of Appointment for provision of the credit to AirlinesPrincipal. In case any bank guarantee is required to be given by Principal to any statutory or other authority on account of its operations in the Territory of Appointment, the GSA shall provide such bank guarantee on behalf of Principal. The funding of the bank guarantee and any related cost will be absorbed by Principal.Further, the General Sales Agent would shall make payment of all bills to Principal for flight operations including but not limited to Aviation Fuel, Ground Handling, Landing and Parking Charges etc.that are raised on Airlines Principal and certified by the Airlines to the extent of the General Sales Agent own sales. Such expenditure made Principal on behalf of Airlines would be deducted from sales proceeds of the General Sales Agent. If the total expenditure exceeds the GSA’s own sales, GSA will effect such payments only upon receipt of such excess amount from the Airlines. It is hereby clarified that the Airlines would not bear any costs or administrative fees in this regard. rechargeable basis. (xxiii) The General Sales Agent will shall be responsible for compliance of various local laws and payment of applicable levies/taxes as well as filing of various returns with regards to its operations in this connection the Territory of Appointment,with the local authorities. (xxxiv) The General Sales Agent will assist shallassist and represent the Airlines Principal in all legal matters that are arising in the Territory of Appointment, in the matters relating to the customer passenger complaints / Business business related / other issues involving court cases, consumer courts, etc. The cost of all such cases will be borne by Principal. It is clarified that all cost and expenses with regards to any legal proceedingsfiled by or brought against Principal that arises out of or in connection with the default or breach committed by the Sales Agentsin the Territory of Appointment shall be borne by the General Sales Agent. (yxxv) The General Sales hereby acknowledges that Principal is a member of ‘Star Alliance’. Accordingly, the General Sales Agent will shall assist the Airlines Principal in changing preparing the office set up, procedures, signage and any other related matters in compliance with the “AlliancesStar Alliance” requirements, or changing the set up as and when Air India Limited required by Principal or whenever Principal joins or enters into any “Alliance”new Alliance(s), as the case may be. (zxxvi) The General Sales Agent will shall ensure that the distribution channels in the Territory of Appointment including handling agent, if any are informed of the AirlinePrincipal’s own “E-airway billing E- ticketing policy”, “EMD (Electronic Multipurpose Document) Policy, “GDS (Global Distribution System) /CRS (Computerized Reservation System) Booking Policy” and “ADM (Agency Debit Memo) Policy”, and any other policy that is introduced by the Airlines Principal from time to time and assist in recovering ADMs from the Sales Agents. (xxvii) The General Sales Agent shall assist and facilitate Principal in respect of VISA related formalities, local clearances, personal insurances, accommodation and other relevant matters (as informed by Principal from time to time) in connection with the India Based Officers (IBOs) appointed / deputed by Principal in the Territory of Appointment.

FUNCTIONS AND OBLIGATIONS OF THE GENERAL SALES AGENT. General Sales Agent shall inter-alia perform on behalf of the Airlines Principal the following functions: (a) i. Sale of air cargo passenger transportation on the regular air services (on AI code flights) of AirlinesPrincipal. Providing and operating enquiry, administration of reservations, reservations and booking of cargo seats on the Airline’s flights, 's flights including issuing air waybills tickets, EMDs, refunds, provided by the Principal to the Passengers over the counter, by mail, web , telephone or any channel as deemed fit by the Airlines in city booking office and placing strong distribution system with objective reach out to Airlines Customers and other documents.at the Airport (b) ii. Solicitation and promotion of sales on the regular air cargo passenger transportation services of the AirlinesPrincipal. (c) iii. Appoint sales agents (“persons as Sales Agents”) Agents on its behalf within the Territory of Appointment territory to carry out functions and obligations effectively and efficiently within the Territory of Appointment, with the prior written consent of the Airlines to this effect. (d) iv. In the event the Airlines Principal is of the opinion that appointment of additional Sales Agent may be able to generate additional sales of air cargo passenger transportation in the Territory of Appointment, it may request the General Sales Agent to appoint additional Sales Agents. Upon the Airlines Principal making such request, the General Sales Agent shall appoint such number of additional Sales Agents as may be requested by the AirlinesPrincipal, in such areas within the Territory of Appointment as may be determined mutually by the General Sales Agent and the AirlinesPrincipal. (e) v. The General Sales Agent shall, prior to entering into any legally binding agreement with the Sales Agent, provide execution copies of such agreements to the AirlinesPrincipal. The General Sales Agent confirms and agrees that it will not enter into any agreements or arrangements unless it has obtained prior written approval from the Airlines Principal in respect of the same. It is expressly clarified that such approval from the Airlines Principal shall not reduce or diminish any obligation of the General Sales Agent under or pursuant to the terms of this Agreement. General Sales Agent shall promptly inform the Airlines Principal of any agreements or arrangements made or entered into between the General Sales Agent and any Sales Agents and upon a request by the AirlinesPrincipal, promptly furnish copies of any and all of the agreements or details of the arrangements so entered into. (f) vi. The General Sales Agent shall fully perform and shall cause the Sales Agent to fully perform the functions and obligations under the terms of this Agreement in compliance with the quality standards and policies specified by the AirlinesPrincipal. (g) vii. The General Sales Agent shall at all times maintain a consolidated list of all Sales Agents and shall update such list on a monthly basis. Such list shall contain all such information (including without limitation, sale of air cargo passenger transportation) relating to the Sales Agent as may be requested by the Airlines Principal from time to time. (h) viii. The General Sales Agent shall promptly and without any delay, inform the Airlines Principal if the Sales Agent(s) is in or is likely to be in, breach of its obligations (including any payment obligations) under or pursuant to its contractual arrangement with the General Sales Agent or if the continuation of its contractual arrangement with the Sales Agent may (i) prevent or adversely affect the General Sales Agent from discharging its obligations under or pursuant to this Agreement or (ii) may in any manner have an adverse effect on the operations or otherwise can bring the Airlines Principal into disrepute. (i) ix. If the Airlines Principal is of the opinion that any arrangement or agreement with any Sales Agent may adversely affect or is likely to adversely affect the Airline’s Principal‟s reputation, operations, operations or sales of air cargo passenger transportation, the Airlines Principal may notify the General Sales Agent of the same, whereupon the General Sales Agent shall forthwith terminate, without any liability or recourse to the AirlinesPrincipal, any or all of such agreements or arrangements entered into with such Sales Agents(s). (j) x. The General Sales Agent shallshall be: (i) be responsible a. Responsible for the services rendered by Sales Agents; (ii) supervise b. Supervise and issue instructions that would facilitate the functions of Sales Agents; (iii) c. Shall help Sales Agents in carrying out their responsibility; and; (iv) d. Supervision and settlement of accounts with Sales Agents in the Territory of Appointment.territory; (v) Will Coordinate and supervise the Cargo Handling Functions (both Import/Export) at the Airport and Cargo Warehouse Supervision/GHA. The GSA would Coordinate with the cargo warehouse agency for smooth handling of the Cargo. (k) e. Supervision, monitoring and settlement of accounts with Cargo Accounts Billing & Settlement Systems(CASSPlan (hereinafter referred as “BSP”) wholly owned subsidiary of IATA as and when introduced in the Territory of Appointment, where applicable; and directly, where applicable. (l) f. GSA will not be entitled for any ORC for sales generated by agents for which it doesn‟t undertake to cover defaults. xi. General Sales Agent shall assume responsibility for the acts, omissions and defaults of its Sales Agents and indemnify and hold harmless at all times the AirlinesPrincipal, its officers, employees and servants from all responsibility and liability for any injury, damage, expense or losses (including, without limitation, reasonable attorney’s attorney‟s fees and other dispute resolution costs) and for such acts, omissions omissions, short recovery and defaults of the Sales Agents and against all complaints, if any, against such Sales Agents by any party whatsoever and also against claims and demands, if any, of such Sales Agents against the AirlinesPrincipal. (m) xii. Handling and administration of bookings reservations for cargo passenger transportation. (n) xiii. Make every effort to enhance the business reputation and goodwill of the Airlines Principal in the Territory of Appointment. (o) xiv. Represent and negotiate with appropriate authorities all matters relating to the operations and tariffs of the AirlinesPrincipal. (p) xv. Provide and / or assist in the obtaining of data concerning the local laws, regulations, taxes and other information of like nature required by AirlinesPrincipal. Compile and dispatch such statistics, returns and reports as may be required by Airlines Principal from time to time. (q) xvi. Distribute and display timetable and publicity materials provided by the Airlines Principal in accordance with the requirements of the AirlinesPrincipal. (r) xvii. General Sales Agent shall:- (i) a. Provide a dedicated budget for the purpose of sales promotion, publicity and public relations, as set out in Schedule B. The same will be spent in consultation and association with the local Managers of the Airlines.Principal; (ii) b. Undertake special publicity and /or advertising campaigns as and when required by AirlinesPrincipal. The cost of any such campaigns to be budgeted and paid for as mutually agreed between the Partiesparties. (s) xviii. The General Sales Agent shall at all times observe and comply with all rules, regulations, instructions and reasonable directions given to it by Airlines Principal or its authorized local representatives concerning the services to be provided under the that terms of this Agreement and shall ensure that all its staff concerned shall be at all times familiar with all such rules, regulations, instructions, and directions as may be amended from time to time. (t) xix. Provide such other services, which may be required by the Airlines Principal under this Agreement. (u) xx. The General Sales Agent would provide assistance to Airlines Principal in obtaining better rates for airport and other charges, and other inputs pertaining to air transportation ground handling, supply of cargofuel, catering supplies, office space, manpower etc. as may be required by the AirlinesPrincipal. (v) xxi. With respect to cargo passenger transportation, afford cargo booking provide passenger reservations facility to Sales Agents and the general public and handling agent, if required in the assigned territory. (w) xxii. The General Sales Agent shall provide whatever sureties that may be required by any organization in the Territory of Appointment for provision of the credit to AirlinesPrincipal. In case Bank Guarantee is required by the principal, the GSA will provide the same. The funding of the BG and any related cost will be absorbed by the Principal. The General Sales Agent would make payment of all bills raised on Airlines Principal and certified by the Airlines Principal to the extent of the General Sales Agent own sales. Such expenditure made on behalf of Airlines Principal would be deducted from sales proceeds of the General Sales Agent. If the total expenditure exceeds the GSA’s GSA‟s own sales, GSA will effect such payments only upon receipt of such excess amount from the AirlinesPrincipal. It is hereby clarified that the Airlines Principal would not bear any costs or administrative fees in this regard. xxiii. The General Sales Agent will be responsible for compliance of various local laws and levies/taxes as well as filing of various returns in this connection with the local authorities. (x) xxiv. The General Sales Agent will assist and represent the Airlines Principal in all legal matters that are arising in the Territory of Appointment, in the matters relating to the customer Passenger complaints / Business related / other issues involving court cases, consumer courts, etc. The cost of all such cases will be borne by the Principal. (y) xxv. The General Sales Agent will assist the Airlines Principal in changing the office set up, procedures, signage and any other related matters in compliance with the “Alliances” requirements, as and when Air India Limited joins any “Alliance”. (z) xxvi. The General Sales Agent will ensure that the distribution channels in the Territory of Appointment including handling agent, if any are informed of the Airline’s Principal‟s own “E-airway billing E- ticketing policy”, “EMD (Electronic Multipurpose Document) Policy, “GDS (Global Distribution System) /CRS (Computerized Reservation System) Booking Policy” and “ADM (Agency Debit Memo) Policy”, and any other policy that is introduced by the Airlines Principal from time to time and assist in recovering ADMs from the Sales Agents.

FUNCTIONS AND OBLIGATIONS OF THE GENERAL SALES AGENT. General Sales Agent shall shall, inter-alia alia, perform on behalf of the Airlines Principal the following functions: (ai) Sale of air cargo passenger transportation on the regular air services (on AI code flights) of AirlinesPrincipal. Providing and operating enquiry, administration of reservations, reservations and booking of cargo seats on the AirlinePrincipal’s flights, flights including issuing air waybills and placing strong distribution system with objective reach out tickets, EMDs, refunds, provided by Principal to Airlines Customers and other documentsthe passengers over the counter, by mail, web , telephone or any channel as deemed fit by the Principal. (bii) Solicitation and promotion of sales on the regular air cargo passenger transportation services of the AirlinesPrincipal. (ciii) Appoint competent persons as sales agents (“Sales Agents”) on its behalf within the Territory of Appointment to carry out functions and obligations effectively and efficiently within the Territory of Appointment, with the prior written consent of the Airlines to this effect. (div) In the event the Airlines Principal is of the opinion that appointment of additional Sales Agent may be able to generate additional sales of air cargo passenger transportation in the Territory of Appointment, it may request the General Sales Agent to appoint additional Sales Agents. Upon the Airlines Principal making such request, the General Sales Agent shall appoint such number of additional Sales Agents as may be requested by the AirlinesPrincipal, in such areas within the Territory of Appointment as may be determined mutually by the General Sales Agent and the AirlinesPrincipal. (ev) The General Sales Agent shall, prior to entering into any legally binding agreement with the Sales Agent, provide execution copies of such agreements to the AirlinesPrincipal. The General Sales Agent confirms and agrees that it will not enter into any agreements or arrangements unless it has obtained prior written approval from the Airlines Principal in respect of the same. It is expressly clarified that such approval from the Airlines Principal shall not reduce or diminish any obligation of the General Sales Agent under or pursuant to the terms of this Agreement. General Sales Agent shall promptly inform the Airlines Principal of any agreements or arrangements made or entered into between the General Sales Agent and any Sales Agents and upon a request by the AirlinesPrincipal, promptly furnish copies of any and all of the agreements or details of the arrangements so entered into. (fvi) The General Sales Agent shall fully perform and shall cause the Sales Agent to fully perform the functions and obligations under the terms of this Agreement in compliance with the quality standards and policies specified by the AirlinesPrincipal from time to time. (gvii) The General Sales Agent shall at all times maintain a consolidated list of all Sales Agents and shall update such list on a monthly basis. Such list shall contain all such information (including without limitation, sale of air cargo passenger transportation) relating to the Sales Agent as may be requested by the Airlines Principal from time to time. (hviii) The General Sales Agent shall promptly and without any delay, inform the Airlines Principal if the Sales Agent(s) is in or is likely to be in, breach of its obligations (including any payment obligations) under or pursuant to its contractual arrangement with the General Sales Agent or if the continuation of its contractual arrangement with the Sales Agent may (i) prevent or adversely affect the General Sales Agent from discharging its obligations under or pursuant to this Agreement or (ii) may in any manner have an adverse effect on the operations or otherwise can bring the Airlines Principal into disrepute. (iix) If the Airlines Principal is of the opinion that any arrangement or agreement with any Sales Agent may adversely affect or is likely to adversely affect the AirlinePrincipal’s reputation, operations, operations or sales of air cargo passenger transportation, the Airlines Principal may notify the General Sales Agent of the same, whereupon the General Sales Agent shall forthwith terminate, without any liability or recourse to the AirlinesPrincipal, any or all of such agreements or arrangements entered into with such Sales Agents(s). (jx) The General Sales Agent shall: (i) a. be fully responsible for the services rendered by Sales Agents; (ii) b. supervise and issue instructions that would facilitate the functions of Sales Agents; (iii) c. help Sales Agents in carrying out their responsibility; and; (iv) Supervision d. be fully responsible for supervision and settlement of accounts with Sales Agents in the Territory of Appointment.; (v) Will Coordinate and supervise the Cargo Handling Functions (both Import/Export) at the Airport and Cargo Warehouse Supervision/GHA. The GSA would Coordinate with the cargo warehouse agency e. be fully responsible for smooth handling of the Cargo. (k) Supervisionsupervision, monitoring and settlement of accounts with Cargo Accounts Billing & Settlement Systems(CASSPlan (hereinafter referred as “BSP”) wholly owned subsidiary of IATA in the Territory of Appointment, where applicable; f. not be entitled for any ORC (overriding commission) for sales generated by the Sales Agents for whom the General Sales Agent does not undertake responsibility to cover defaults in the Territory of Appointment; and g. make good the loss or damage suffered by Principal on account of any breach committed by the Sales Agents of the terms and directly, where applicableconditions of this Agreement or of the Requirements of Law in the Territory of Appointment. (lxi) General Sales Agent shall assume responsibility for the acts, omissions and defaults of its Sales Agents and indemnify and hold harmless at all times the AirlinesPrincipal, its officers, employees and servants from all responsibility and liability for any injury, damage, expense or losses (including, without limitation, reasonable attorney’s fees and other dispute resolution costs) and for such acts, omissions omissions, short recovery and defaults of the Sales Agents and against all complaints, if any, against such Sales Agents by any party whatsoever and also against claims and demands, if any, of such Sales Agents against the AirlinesPrincipal. (mxii) Handling and administration of bookings reservations for cargo passenger transportation. (nxiii) Make every effort to enhance the business reputation and goodwill of the Airlines Principal in the Territory of Appointment. (oxiv) Represent and negotiate with appropriate authorities all matters relating to the operations and tariffs of the AirlinesPrincipal. (pxv) Provide and / or assist in the obtaining of data concerning the local laws, regulations, taxes and other information of like nature required by AirlinesPrincipal. Compile and dispatch such statistics, returns and reports as may be required by Airlines Principal from time to time. (qxvi) Distribute and display timetable flight schedule and publicity materials provided by the Airlines Principal in accordance with the requirements of the AirlinesPrincipal from time to time. (rxvii) General Sales Agent shall:- (i) a. Provide a dedicated budget for the purpose of sales promotion, publicity and public relations, as set out in Schedule B. The same will be spent in consultation and association with the local Managers managers of the Airlines.Principal; (ii) b. Undertake special publicity and /or advertising campaigns as and when required by AirlinesPrincipal. The cost of any such campaigns to be budgeted and paid for as mutually agreed between the Partiesparties. (sxviii) The General Sales Agent shall at all times observe and comply with all rules, regulations, instructions and reasonable directions given to it by Airlines Principal or its authorized local representatives concerning the services to be provided under the that terms of this Agreement and shall ensure that all its staff concerned shall be at all times familiar with all such rules, regulations, instructions, and directions as may be amended from time to time. (txix) Provide such other services, which may be required by the Airlines Principal under this Agreement. (uxx) The General Sales Agent would provide assistance to Airlines Principal in obtaining better rates for airport and other charges, and other inputs pertaining to air transportation ground handling, supply of cargofuel, catering supplies, office space, manpower etc. as may be required by the AirlinesPrincipal. (vxxi) With respect to cargo passenger transportation, afford cargo booking provide passenger reservations facility to Sales Agents and the general public and handling agent, if required in the assigned territory. (wxxii) The General Sales Agent shall provide whatever sureties that may be required by any organization in the Territory of Appointment for provision of the credit to AirlinesPrincipal. In case any bank guarantee is required to be given by Principal to any statutory or other authority on account of its operations in the Territory of Appointment, the GSA shall provide such bank guarantee on behalf of Principal. The funding of the bank guarantee and any related cost will be absorbed by Principal. Further, the General Sales Agent would shall make payment of all bills to Principal for flight operations including but not limited to Aviation Fuel, Ground Handling, Landing and Parking Charges etc. that are raised on Airlines Principal and certified by the Airlines to the extent of the General Sales Agent own sales. Such expenditure made Principal on behalf of Airlines would be deducted from sales proceeds of the General Sales Agent. If the total expenditure exceeds the GSA’s own sales, GSA will effect such payments only upon receipt of such excess amount from the Airlines. It is hereby clarified that the Airlines would not bear any costs or administrative fees in this regard. rechargeable basis. (xxiii) The General Sales Agent will shall be responsible for compliance of various local laws and payment of applicable levies/taxes as well as filing of various returns with regards to its operations in this connection the Territory of Appointment, with the local authorities. (xxxiv) The General Sales Agent will shall assist and represent the Airlines Principal in all legal matters that are arising in the Territory of Appointment, in the matters relating to the customer passenger complaints / Business business related / other issues involving court cases, consumer courts, etc. The cost of all such cases will be borne by Principal. It is clarified that all cost and expenses with regards to any legal proceedings filed by or brought against Principal that arises out of or in connection with the default or breach committed by the Sales Agents in the Territory of Appointment shall be borne by the General Sales Agent. (yxxv) The General Sales hereby acknowledges that Principal is a member of ‘Star Alliance’. Accordingly, the General Sales Agent will shall assist the Airlines Principal in changing preparing the office set up, procedures, signage and any other related matters in compliance with the “AlliancesStar Alliance” requirements, or changing the set up as and when Air India Limited required by Principal or whenever Principal joins or enters into any “Alliance”new Alliance(s), as the case may be. (zxxvi) The General Sales Agent will shall ensure that the distribution channels in the Territory of Appointment including handling agent, if any are informed of the AirlinePrincipal’s own “E-airway billing E- ticketing policy”, “EMD (Electronic Multipurpose Document) Policy, “GDS (Global Distribution System) /CRS (Computerized Reservation System) Booking Policy” and “ADM (Agency Debit Memo) Policy”, and any other policy that is introduced by the Airlines Principal from time to time and assist in recovering ADMs from the Sales Agents. (xxvii) The General Sales Agent shall assist and facilitate Principal in respect of VISA related formalities, local clearances, personal insurances, accommodation and other relevant matters (as informed by Principal from time to time) in connection with the India Based Officers (IBOs) appointed / deputed by Principal in the Territory of Appointment.

FUNCTIONS AND OBLIGATIONS OF THE GENERAL SALES AGENT. General Sales Agent shall shall, inter-alia alia, perform on behalf of the Airlines Principal the following functions: (ai) Sale of air cargo passenger transportation on the regular air services (on AI code flights) of AirlinesPrincipal. Providing and operating enquiry, administration of reservations, reservations and booking of cargo seats on the Airline’s flights, Principal’sflights including issuing air waybills and placing strong distribution system with objective reach out tickets, EMDs, refunds, provided by Principal to Airlines Customers and other documentsthe passengers over the counter, by mail, web , telephone or any channel as deemed fit by the Principal. (bii) Solicitation and promotion of sales on the regular air cargo passenger transportation services of the AirlinesPrincipal. (ciii) Appoint competent persons as sales agents (“Sales Agents”) on its behalf within the Territory of Appointment to carry out functions and obligations effectively and efficiently within the Territory of Appointment, with the prior written consent of the Airlines to this effect. (div) In the event the Airlines Principal is of the opinion that appointment of additional Sales Agent may be able to generate additional sales of air cargo passenger transportation in the Territory of Appointment, it may request the General Sales Agent to appoint additional Sales Agents. Upon the Airlines Principal making such request, the General Sales Agent shall appoint such number of additional Sales Agents as may be requested by the AirlinesPrincipal, in such areas within the Territory of Appointment as may be determined mutually by the General Sales Agent and the AirlinesPrincipal. (ev) The General Sales Agent shall, prior to entering into any legally binding agreement with the Sales Agent, provide execution copies of such agreements to the AirlinesPrincipal. The General Sales Agent confirms and agrees that it will not enter into any agreements or arrangements unless it has obtained prior written approval from the Airlines Principal in respect of the same. It is expressly clarified that such approval from the Airlines Principal shall not reduce or diminish any obligation of the General Sales Agent under or pursuant to the terms of this Agreement. General Sales Agent shall promptly inform the Airlines Principal of any agreements or arrangements made or entered into between the General Sales Agent and any Sales Agents and upon a request by the AirlinesPrincipal, promptly furnish copies of any and all of the agreements or details of the arrangements so entered into. (fvi) The General Sales Agent shall fully perform and shall cause the Sales Agent to fully perform the functions and obligations under the terms of this Agreement in compliance with the quality standards and policies specified by the AirlinesPrincipal from time to time. (gvii) The General Sales Agent shall at all times maintain a consolidated list of all Sales Agents and shall update such list on a monthly basis. Such list shall contain all such information (including without limitation, sale of air cargo passenger transportation) relating to the Sales Agent as may be requested by the Airlines Principal from time to time. (hviii) The General Sales Agent shall promptly and without any delay, inform the Airlines Principal if the Sales Agent(s) is in or is likely to be in, breach of its obligations (including any payment obligations) under or pursuant to its contractual arrangement with the General Sales Agent or if the continuation of its contractual arrangement with the Sales Agent may (i) prevent or adversely affect the General Sales Agent from discharging its obligations under or pursuant to this Agreement or (ii) may in any manner have an adverse effect on the operations or otherwise can bring the Airlines Principal into disrepute. (iix) If the Airlines Principal is of the opinion that any arrangement or agreement with any Sales Agent may adversely affect or is likely to adversely affect the AirlinePrincipal’s reputation, operations, operations or sales of air cargo passenger transportation, the Airlines Principal may notify the General Sales Agent of the same, whereupon the General Sales Agent shall forthwith terminate, without any liability or recourse to the AirlinesPrincipal, any or all of such agreements or arrangements entered into with such Sales Agents(s). (jx) The General Sales Agent shall: (i) a. be fully responsible for the services rendered by Sales Agents; (ii) b. supervise and issue instructions that would facilitate the functions of Sales Agents; (iii) c. help Sales Agents in carrying out their responsibility; and; (iv) Supervision d. be fully responsible for supervision and settlement of accounts with Sales Agents in the Territory of Appointment.; (v) Will Coordinate and supervise the Cargo Handling Functions (both Import/Export) at the Airport and Cargo Warehouse Supervision/GHA. The GSA would Coordinate with the cargo warehouse agency e. be fully responsible for smooth handling of the Cargo. (k) Supervisionsupervision, monitoring and settlement of accounts with Cargo Accounts Billing & Settlement Systems(CASSPlan (hereinafter referred as “BSP”) wholly owned subsidiary of IATA in the Territory of Appointment, where applicable; f. not be entitled for any ORC (overriding commission) for sales generated by the Sales Agents for whom the General Sales Agent does notundertake responsibility to cover defaults in the Territory of Appointment; and g. make good the loss or damage suffered by Principal on account of any breach committed by the Sales Agents of the terms and directly, where applicableconditions of this Agreement or of the Requirements of Law in the Territory of Appointment. (lxi) General Sales Agent shall assume responsibility for the acts, omissions and defaults of its Sales Agents and indemnify and hold harmless at all times the AirlinesPrincipal, its officers, employees and servants from all responsibility and liability for any injury, damage, expense or losses (including, without limitation, reasonable attorney’s fees and other dispute resolution costs) and for such acts, omissions omissions, short recovery and defaults of the Sales Agents and against all complaints, if any, against such Sales Agents by any party whatsoever and also against claims and demands, if any, of such Sales Agents against the AirlinesPrincipal. (mxii) Handling and administration of bookings reservations for cargo passenger transportation. (nxiii) Make every effort to enhance the business reputation and goodwill of the Airlines Principal in the Territory of Appointment. (oxiv) Represent and negotiate with appropriate authorities all matters relating to the operations and tariffs of the AirlinesPrincipal. (pxv) Provide and / or assist in the obtaining of data concerning the local laws, regulations, taxes and other information of like nature required by AirlinesPrincipal. Compile and dispatch such statistics, returns and reports as may be required by Airlines Principal from time to time. (qxvi) Distribute and display timetable flight schedule and publicity materials provided by the Airlines Principal in accordance with the requirements of the AirlinesPrincipal from time to time. (rxvii) General Sales Agent shall:- (i) a. Provide a dedicated budget for the purpose of sales promotion, publicity and public relations, as set out in Schedule B. The same will be spent in consultation and association with the local Managers managers of the Airlines.Principal; (ii) b. Undertake special publicity and /or advertising campaigns as and when required by AirlinesPrincipal. The cost of any such campaigns to be budgeted and paid for as mutually agreed between the Partiesparties. (sxviii) The General Sales Agent shall at all times observe and comply with all rules, regulations, instructions and reasonable directions given to it by Airlines Principal or its authorized local representatives concerning the services to be provided under the that terms of this Agreement and shall ensure that all its staff concerned shall be at all times familiar with all such rules, regulations, instructions, and directions as may be amended from time to time. (txix) Provide such other services, which may be required by the Airlines Principal under this Agreement. (uxx) The General Sales Agent would provide assistance to Airlines Principal in obtaining better rates for airport and other charges, and other inputs pertaining to air transportation ground handling, supply of cargofuel, catering supplies, office space, manpoweretc. as may be required by the AirlinesPrincipal. (vxxi) With respect to cargo passenger transportation, afford cargo booking provide passenger reservations facility to Sales Agents and the general public and handling agent, if required in the assigned territory. (wxxii) The General Sales Agent shall provide whatever sureties that may be required by any organization in the Territory of Appointment for provision of the credit to AirlinesPrincipal. In case any bank guarantee is required to be given by Principal to any statutory or other authority on account of its operations in the Territory of Appointment, the GSA shall provide such bank guarantee on behalf of Principal. The funding of the bank guarantee and any related cost will be absorbed by Principal. Further, the General Sales Agent would shall make payment of all bills to Principal for flight operations including but not limited to Aviation Fuel, Ground Handling, Landing and Parking Charges etc. that are raised on Airlines Principal and certified by the Airlines to the extent of the General Sales Agent own sales. Such expenditure made Principal on behalf of Airlines would be deducted from sales proceeds of the General Sales Agent. If the total expenditure exceeds the GSA’s own sales, GSA will effect such payments only upon receipt of such excess amount from the Airlines. It is hereby clarified that the Airlines would not bear any costs or administrative fees in this regard. rechargeable basis. (xxiii) The General Sales Agent will shall be responsible for compliance of various local laws and payment of applicable levies/taxes as well as filing of various returns with regards to its operations in this connection the Territory of Appointment, with the local authorities. (xxxiv) The General Sales Agent will shall assist and represent the Airlines Principal in all legal matters that are arising in the Territory of Appointment, in the matters relating to the customer passenger complaints / Business business related / other issues involving court cases, consumer courts, etc. The cost of all such cases will be borne by Principal. It is clarified that all cost and expenses with regards to any legal proceedings filed by or brought against Principal that arises out of or in connection with the default or breach committed by the Sales Agentsin the Territory of Appointment shall be borne by the General Sales Agent. (yxxv) The General Sales hereby acknowledges that Principal is a member of ‘Star Alliance’. Accordingly, the General Sales Agent will shall assist the Airlines Principal in changing preparing the office set up, procedures, signage and any other related matters in compliance with the “AlliancesStar Alliance” requirements, or changing the set up as and when Air India Limited required by Principal or whenever Principal joins or enters into any “Alliance”new Alliance(s), as the case may be. (zxxvi) The General Sales Agent will shall ensure that the distribution channels in the Territory of Appointment including handling agent, if any are informed of the AirlinePrincipal’s own “E-airway billing E- ticketing policy”, “EMD (Electronic Multipurpose Document) Policy, “GDS (Global Distribution System) /CRS (Computerized Reservation System) Booking Policy” and “ADM (Agency Debit Memo) Policy”, and any other policy that is introduced by the Airlines Principal from time to time and assist in recovering ADMs from the Sales Agents. (xxvii) The General Sales Agent shall assist and facilitate Principal in respect of VISA related formalities, local clearances, personal insurances, accommodation and other relevant matters (as informed by Principal from time to time) in connection with the India Based Officers (IBOs) appointed / deputed by Principal in the Territory of Appointment.

FUNCTIONS AND OBLIGATIONS OF THE GENERAL SALES AGENT. General Sales Agent shall inter-alia perform on behalf of the Airlines the following functions: (a) : Sale of air cargo transportation on the regular air services (on AI code flights) of Airlines. Providing and operating enquiry, administration of reservations, and booking of cargo on the Airline’s flights, including issuing air waybills and placing strong distribution system with objective reach out to Airlines Customers and other documents. (b) . Solicitation and promotion of sales on the regular air cargo transportation services of the Airlines. (c) . Appoint sales agents (“Sales Agents”) on its behalf within the Territory of Appointment to carry out functions and obligations effectively and efficiently within the Territory of Appointment, with the prior written consent of the Airlines to this effect. (d) . In the event the Airlines is of the opinion that appointment of additional Sales Agent may be able to generate additional sales of air cargo transportation in the Territory of Appointment, it may request the General Sales Agent to appoint additional Sales Agents. Upon the Airlines making such request, the General Sales Agent shall appoint such number of additional Sales Agents as may be requested by the Airlines, in such areas within the Territory of Appointment as may be determined mutually by the General Sales Agent and the Airlines. (e) . The General Sales Agent shall, prior to entering into any legally binding agreement with the Sales Agent, provide execution copies of such agreements to the Airlines. The General Sales Agent confirms and agrees that it will not enter into any agreements or arrangements unless it has obtained prior written approval from the Airlines in respect of the same. It is expressly clarified that such approval from the Airlines shall not reduce or diminish any obligation of the General Sales Agent under or pursuant to the terms of this Agreement. General Sales Agent shall promptly inform the Airlines of any agreements or arrangements made or entered into between the General Sales Agent and any Sales Agents and upon a request by the Airlines, promptly furnish copies of any and all of the agreements or details of the arrangements so entered into. (f) . The General Sales Agent shall fully perform and shall cause the Sales Agent to fully perform the functions and obligations under the terms of this Agreement in compliance with the quality standards and policies specified by the Airlines. (g) . The General Sales Agent shall at all times maintain a consolidated list of all Sales Agents and shall update such list on a monthly basis. Such list shall contain all such information (including without limitation, sale of air cargo transportation) relating to the Sales Agent as may be requested by the Airlines from time to time. (h) . The General Sales Agent shall promptly and without any delay, inform the Airlines if the Sales Agent(s) is in or is likely to be in, breach of its obligations (including any payment obligations) under or pursuant to its contractual arrangement with the General Sales Agent or if the continuation of its contractual arrangement with the Sales Agent may (i) prevent or adversely affect the General Sales Agent from discharging its obligations under or pursuant to this Agreement or (ii) may in any manner have an adverse effect on the operations or otherwise can bring the Airlines into disrepute. (i) . If the Airlines is of the opinion that any arrangement or agreement with any Sales Agent may adversely affect or is likely to adversely affect the Airline’s reputation, operations, or sales of air cargo transportation, the Airlines may notify the General Sales Agent of the same, whereupon the General Sales Agent shall forthwith terminate, without any liability or recourse to the Airlines, any or all of such agreements or arrangements entered into with such Sales Agents(s). (j) . The General Sales Agent shall: (i) : be responsible for the services rendered by Sales Agents; (ii) ; supervise and issue instructions that would facilitate the functions of Sales Agents; (iii) ; help Sales Agents in carrying out their responsibility; and (iv) and Supervision and settlement of accounts with Sales Agents in the Territory of Appointment. (v) . Will Coordinate and supervise the Cargo Handling Functions (both Import/Export) at the Airport and Cargo Warehouse Supervision/GHA. The GSA would Coordinate with the cargo warehouse agency for smooth handling of the Cargo. (k) . Supervision, monitoring and settlement of accounts with Cargo Accounts Settlement Systems(CASS) wholly owned subsidiary of IATA in the Territory of Appointment, where applicable; and directly, where applicable. (l) . General Sales Agent shall assume responsibility for the acts, omissions and defaults of its Sales Agents and indemnify and hold harmless at all times the Airlines, its officers, employees and servants from all responsibility and liability for any injury, damage, expense or losses (including, without limitation, reasonable attorney’s fees and other dispute resolution costs) and for such acts, omissions and defaults of the Sales Agents and against all complaints, if any, against such Sales Agents by any party whatsoever and also against claims and demands, if any, of such Sales Agents against the Airlines. (m) . Handling and administration of bookings for cargo transportation. (n) . Make every effort to enhance the business reputation and goodwill of the Airlines in the Territory of Appointment. (o) . Represent and negotiate with appropriate authorities all matters relating to the operations and tariffs of the Airlines. (p) . Provide and / or assist in the obtaining of data concerning the local laws, regulations, taxes and other information of like nature required by Airlines. Compile and dispatch such statistics, returns and reports as may be required by Airlines from time to time. (q) . Distribute and display timetable and publicity materials provided by the Airlines in accordance with the requirements of the Airlines. (r) . General Sales Agent shall:- (i) shall:- Provide a dedicated budget for the purpose of sales promotion, publicity and public relations, as set out in Schedule B. The same will be spent in consultation and association with the local Managers of the Airlines. (ii) . Undertake special publicity and /or advertising campaigns as and when required by Airlines. The cost of any such campaigns to be budgeted and paid for as mutually agreed between the Parties. (s) . The General Sales Agent shall at all times observe and comply with all rules, regulations, instructions and reasonable directions given to it by Airlines or its authorized local representatives concerning the services to be provided under the terms of this Agreement and shall ensure that all its staff concerned shall be at all times familiar with all such rules, regulations, instructions, and directions as may be amended from time to time. (t) . Provide such other services, which may be required by the Airlines under this Agreement. (u) . The General Sales Agent would provide assistance to Airlines in obtaining better rates for airport and other charges, and other inputs pertaining to air transportation of cargo, as may be required by the Airlines. (v) . With respect to cargo transportation, afford cargo booking facility to Sales Agents and the general public in the assigned territory. (w) . The General Sales Agent shall provide whatever sureties that may be required by any organization in the Territory of Appointment for provision of the credit to Airlines. The General Sales Agent would make payment of all bills raised on Airlines and certified by the Airlines to the extent of the General Sales Agent own sales. Such expenditure made on behalf of Airlines would be deducted from sales proceeds of the General Sales Agent. If the total expenditure exceeds the GSA’s own sales, GSA will effect such payments only upon receipt of such excess amount from the Airlines. It is hereby clarified that the Airlines would not bear any costs or administrative fees in this regard. The General Sales Agent will be responsible for compliance of various local laws and levies/taxes as well as filing of various returns in this connection with the local authorities. (x) . The General Sales Agent will assist and represent the Airlines in all legal matters that are arising in the Territory of Appointment, in the matters relating to the customer complaints / Business related / other issues involving court cases, consumer courts, etc. (y) . The General Sales Agent will assist the Airlines in changing the office set up, procedures, signage and any other related matters in compliance with the “Alliances” requirements, as and when Air India Limited joins any “Alliance”. (z) . The General Sales Agent will ensure that the distribution channels in the Territory of Appointment are informed of the Airline’s own “E-airway billing policy” and “ADM (Agency Debit Memo) Policy”, and any other policy that is introduced by the Airlines from time to time and assist in recovering ADMs from the Sales Agents.

FUNCTIONS AND OBLIGATIONS OF THE GENERAL SALES AGENT. General Sales Agent shall shall, inter-alia alia, perform on behalf of the Airlines Principal the following functions: (ai) Sale of air cargo passenger transportation on the regular air services (on AI code flights) of AirlinesPrincipal. Providing and operating enquiry, administration of reservations, reservations and booking of cargo seats on the Airline’s flights, Principal’sflights including issuing air waybills and placing strong distribution system with objective reach out tickets, EMDs, refunds, provided by Principal to Airlines Customers and other documentsthe passengers over the counter, by mail, web , telephone or any channel as deemed fit by the Principal. (bii) Solicitation and promotion of sales on the regular air cargo passenger transportation services of the AirlinesPrincipal. (ciii) Appoint competent persons as sales agents (“Sales Agents”) on its behalf within the Territory of Appointment to carry out functions and obligations effectively and efficiently within the Territory of Appointment, with the prior written consent of the Airlines to this effect. (div) In the event the Airlines Principal is of the opinion that appointment of additional Sales Agent may be able to generate additional sales of air cargo passenger transportation in the Territory of Appointment, it may request the General Sales Agent to appoint additional Sales Agents. Upon the Airlines Principal making such request, the General Sales Agent shall appoint such number of additional Sales Agents as may be requested by the AirlinesPrincipal, in such areas within the Territory of Appointment as may be determined mutually by the General Sales Agent and the AirlinesPrincipal. (ev) The General Sales Agent shall, prior to entering into any legally binding agreement with the Sales Agent, provide execution copies of such agreements to the AirlinesPrincipal. The General Sales Agent confirms and agrees that it will not enter into any agreements or arrangements unless it has obtained prior written approval from the Airlines Principal in respect of the same. It is expressly clarified that such approval from the Airlines Principal shall not reduce or diminish any obligation of the General Sales Agent under or pursuant to the terms of this Agreement. General Sales Agent shall promptly inform the Airlines Principal of any agreements or arrangements made or entered into between the General Sales Agent and any Sales Agents and upon a request by the AirlinesPrincipal, promptly furnish copies of any and all of the agreements or details of the arrangements so entered into. (fvi) The General Sales Agent shall fully perform and shall cause the Sales Agent to fully perform the functions and obligations under the terms of this Agreement in compliance with the quality standards and policies specified by the AirlinesPrincipal from time to time. (gvii) The General Sales Agent shall at all times maintain a consolidated list of all Sales Agents and shall update such list on a monthly basis. Such list shall contain all such information (including without limitation, sale of air cargo passenger transportation) relating to the Sales Agent as may be requested by the Airlines Principal from time to time. (hviii) The General Sales Agent shall promptly and without any delay, inform the Airlines Principal if the Sales Agent(s) is in or is likely to be in, breach of its obligations (including any payment obligations) under or pursuant to its contractual arrangement with the General Sales Agent or if the continuation of its contractual arrangement with the Sales Agent may (i) prevent or adversely affect the General Sales Agent from discharging its obligations under or pursuant to this Agreement or (ii) may in any manner have an adverse effect on the operations or otherwise can bring the Airlines Principal into disrepute. (iix) If the Airlines Principal is of the opinion that any arrangement or agreement with any Sales Agent may adversely affect or is likely to adversely affect the AirlinePrincipal’s reputation, operations, operations or sales of air cargo passenger transportation, the Airlines Principal may notify the General Sales Agent of the same, whereupon the General Sales Agent shall forthwith terminate, without any liability or recourse to the AirlinesPrincipal, any or all of such agreements or arrangements entered into with such Sales Agents(s). (jx) The General Sales Agent shall: (i) a. be fully responsible for the services rendered by Sales Agents; (ii) b. supervise and issue instructions that would facilitate the functions of Sales Agents; (iii) c. help Sales Agents in carrying out their responsibility; and; (iv) Supervision d. be fully responsible for supervision and settlement of accounts with Sales Agents in the Territory of Appointment.; (v) Will Coordinate and supervise the Cargo Handling Functions (both Import/Export) at the Airport and Cargo Warehouse Supervision/GHA. The GSA would Coordinate with the cargo warehouse agency e. be fully responsible for smooth handling of the Cargo. (k) Supervisionsupervision, monitoring and settlement of accounts with Cargo Accounts Billing & Settlement Systems(CASSPlan (hereinafter referred as “BSP”) wholly owned subsidiary of IATA in the Territory of Appointment, where applicable; f. not be entitled for any ORC (overriding commission) for sales generated by the Sales Agents for whom the General Sales Agent does notundertake responsibility to cover defaults in the Territory of Appointment; and g. make good the loss or damage suffered by Principal on account of any breach committed by the Sales Agents of the terms and directly, where applicableconditions of this Agreement or of the Requirements of Law in the Territory of Appointment. (lxi) General Sales Agent shall assume responsibility for the acts, omissions and defaults of its Sales Agents and indemnify and hold harmless at all times the AirlinesPrincipal, its officers, employees and servants from all responsibility and liability for any injury, damage, expense or losses (including, without limitation, reasonable attorney’s fees and other dispute resolution costs) and for such acts, omissions omissions, short recovery and defaults of the Sales Agents and against all complaints, if any, against such Sales Agents by any party whatsoever and also against claims and demands, if any, of such Sales Agents against the AirlinesPrincipal. (mxii) Handling and administration of bookings reservations for cargo passenger transportation. (nxiii) Make every effort to enhance the business reputation and goodwill of the Airlines Principal in the Territory of Appointment. (oxiv) Represent and negotiate with appropriate authorities all matters relating to the operations and tariffs of the AirlinesPrincipal. (pxv) Provide and / or assist in the obtaining of data concerning the local laws, regulations, taxes and other information of like nature required by AirlinesPrincipal. Compile and dispatch such statistics, returns and reports as may be required by Airlines Principal from time to time. (qxvi) Distribute and display timetable flight schedule and publicity materials provided by the Airlines Principal in accordance with the requirements of the AirlinesPrincipal from time to time. (rxvii) General Sales Agent shall:- (i) a. Provide a dedicated budget for the purpose of sales promotion, publicity and public relations, as set out in Schedule B. The same will be spent in consultation and association with the local Managers managers of the Airlines.Principal; (ii) b. Undertake special publicity and /or advertising campaigns as and when required by AirlinesPrincipal. The cost of any such campaigns to be budgeted and paid for as mutually agreed between the Partiesparties. (sxviii) The General Sales Agent shall at all times observe and comply with all rules, regulations, instructions and reasonable directions given to it by Airlines Principal or its authorized local representatives concerning the services to be provided under the that terms of this Agreement and shall ensure that all its staff concerned shall be at all times familiar with all such rules, regulations, instructions, and directions as may be amended from time to time. (txix) Provide such other services, which may be required by the Airlines Principal under this Agreement. (uxx) The General Sales Agent would provide assistance to Airlines Principal in obtaining better rates for airport and other charges, and other inputs pertaining to air transportation ground handling, supply of cargofuel, catering supplies, office space, manpower etc. as may be required by the AirlinesPrincipal. (vxxi) With respect to cargo passenger transportation, afford cargo booking provide passenger reservations facility to Sales Agents and the general public and handling agent, if required in the assigned territory. (wxxii) The General Sales Agent shall provide whatever sureties that may be required by any organization in the Territory of Appointment for provision of the credit to AirlinesPrincipal. In case any bank guarantee is required to be given by Principal to any statutory or other authority on account of its operations in the Territory of Appointment, the GSA shall provide such bank guarantee on behalf of Principal. The funding of the bank guarantee and any related cost will be absorbed by Principal.Further, the General Sales Agent would shall make payment of all bills to Principal for flight operations including but not limited to Aviation Fuel, Ground Handling, Landing and Parking Charges etc.that are raised on Airlines Principal and certified by the Airlines to the extent of the General Sales Agent own sales. Such expenditure made Principal on behalf of Airlines would be deducted from sales proceeds of the General Sales Agent. If the total expenditure exceeds the GSA’s own sales, GSA will effect such payments only upon receipt of such excess amount from the Airlines. It is hereby clarified that the Airlines would not bear any costs or administrative fees in this regard. rechargeable basis. (xxiii) The General Sales Agent will shall be responsible for compliance of various local laws and payment of applicable levies/taxes as well as filing of various returns with regards to its operations in this connection the Territory of Appointment,with the local authorities. (xxxiv) The General Sales Agent will assist xxxxxxxxxxx and represent the Airlines Principal in all legal matters that are arising in the Territory of Appointment, in the matters relating to the customer passenger complaints / Business business related / other issues involving court cases, consumer courts, etc. The cost of all such cases will be borne by Principal. It is clarified that all cost and expenses with regards to any legal proceedingsfiled by or brought against Principal that arises out of or in connection with the default or breach committed by the Sales Agentsin the Territory of Appointment shall be borne by the General Sales Agent. (yxxv) The General Sales hereby acknowledges that Principal is a member of ‘Star Alliance’. Accordingly, the General Sales Agent will shall assist the Airlines Principal in changing preparing the office set up, procedures, signage and any other related matters in compliance with the “AlliancesStar Alliance” requirements, or changing the set up as and when Air India Limited required by Principal or whenever Principal joins or enters into any “Alliance”new Alliance(s), as the case may be. (zxxvi) The General Sales Agent will shall ensure that the distribution channels in the Territory of Appointment including handling agent, if any are informed of the AirlinePrincipal’s own “E-airway billing E- ticketing policy”, “EMD (Electronic Multipurpose Document) Policy, “GDS (Global Distribution System) /CRS (Computerized Reservation System) Booking Policy” and “ADM (Agency Debit Memo) Policy”, and any other policy that is introduced by the Airlines Principal from time to time and assist in recovering ADMs from the Sales Agents. (xxvii) The General Sales Agent shall assist and facilitate Principal in respect of VISA related formalities, local clearances, personal insurances, accommodation and other relevant matters (as informed by Principal from time to time) in connection with the India Based Officers (IBOs) appointed / deputed by Principal in the Territory of Appointment.