No: BSNL/EB-II/Strategic Business Partner/ / Dated: 24/08/2015

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1 Bharat Sanchar Nigam Limited (A Government of India Enterprises) (Business Enterprise) (Registered and Corporate Office: Bharat Sanchar Bhawan H.C. Mathur Lane Janpath, New Delhi gmeb2hq@bsnl.co.in CIN No: U74899DL2000GOI ) No: BSNL/EB-II/Strategic Business Partner/ / Dated: 24/08/2015 Opportunity to become Strategic Business Alliance (SA) for tie-up with BSNL for various Enterprise Business related activities to build Total Solutions / Offerings for Government/Semi Government, Public Sector State owned Enterprises and Private Enterprise customers. Bharat Sanchar Nigam Limited (BSNL), a wholly owned Public Sector Enterprise of the Govt. of India, is a leading Telecom Service Provider in India with pan India presence (except in Delhi & Mumbai Metro City Service Areas). Whereas, BSNL has dominant market share in the Landline Telephony, Cellular Mobile Telephony, Internet & Broad Band services, Point to point leased line connectivity, MPLS-VPN connectivity, Internet Leased Lines, PRI/SIP Trunks, Internet Data Centres, etc with a large Enterprise customer base, it is felt that a large segment of enterprise customers need many allied services apart from connectivity of BSNL. Therefore, a great need is being felt to have a strategic alliance with the Companies having inherent strength of its own in the areas of IT/ITeS/SaaS/Cloud Computing/Servers/Routers/Sensors/Transducers/AV Solutions etc. to provide more coverage of telecom services to its existing and perspective customers. Accordingly, BSNL invites Tie-ups with the world renowned Companies {who are OEMs of various Hardware, Software, Computer peripherals, IT, ITeS, Networking devices and Solution providers related with Telecom, IT and Networking} who are interested to get associated with BSNL to become Strategic Business Partner for bundling various BSNL services with their own so as to offer a composite solution to the end customer { in the field of Voice/Data/Internet/Storage/Security/CRM Stacks/Various e-services in secured environment} with the offerings of their products including but not limited to their Hardware, software, Computer peripherals, Networking equipment along with their technical and professional expertise related with Telecom, IT and Networking. This alliance is aimed at synergising the strength of all the entities to serve the customer better and faster. Page 1 of 13

2 The Strategic Business Partner and BSNL jointly build a framework for collaboration to build solutions / offerings for Government, PSUs, State owned Enterprises and Private Corporate Customers using bouquet of services to the segments such as: (i) G2G (ii) G2C (iii) G2B (iv) B2B etc. The major list of the BSNL Telecom products and Services is as follows which includes but not restricted to: a. Point to point & Point to multi point lease circuits b. MPLS VPN services c. VPN over Broadband, 2G/3G, WLL d. Various flavours of Broadband services including Wi-Fi, Fibre To The Home, etc. e. Different services of Mobiles like CUG, Data GPRS, 3G, Bulk Push SMS, etc f. International Bandwidths g. Dark Fibres h. Internet Data Centres i. Internet Leased Lines etc. f. Any future new service. Salient points regarding eligibility conditions, documents and information required are given below:- 1. Eligibility Conditions: 1.1 The company must have been registered & incorporated under the Indian Companies Act, It is mandatory that the applicant should have a registered office in India for at least 2 years from the date of submission of proposal. Companies that have not completed 2 years of establishment in India may not propose for the MoU. 1.2 The company should have a minimum annual turnover of Rupees 200 Crore during each of the last two financial years in the field of CIT (Telecom and IT Related Business), preceding the Financial year of submission of proposal. The company will have to submit a Turnover certificate from the company s Auditors / CA to this effect, clearly stating the turnover from sale of IT/Telecom, Products & Services during each of these two years. 1.3 The period of non-exclusive reverse bundling agreement will be of TWO years initially from the date of signing the MOU, which may be extended further after mutual acceptance and agreement. However, various commercial agreements will be signed for specific projects with attendant Terms & Conditions mutually agreeable by the strategic partners after following due procedures of BSNL as per the business needs and needs of the end customer. Page 2 of 13

3 1.4 On demand of business perspective and in the interest of BSNL, CMD, BSNL may vary or waive any of the eligibility conditions of entering in to the MoU of proposed Business Alliance. 1.5 The Bank Guarantee/Corporate Guarantee(s) as the case may be, would be required at the time of signing of agreement for specific project, depending on the volume and type of business and the decision on the front bidder and liabilities attached thereto. 2. List of documents to be submitted as part of the proposal: 2.1 A copy of the Memorandum of association and Articles of Association of the Company. 2.2 List of Directors / CEO / COO including their name (s) and address(s) Director Identification Number [DIN] of all the Directors. Corporate Identity Number [CIN]. 2.3 Certified copy of the Board s / Management s Resolution authorizing the official to sign the MOU. 2.4 Specimen signature(s) of authorized official duly attested by company s / Firm s Banker. 2.5 A printed copy of the latest Annual Report. In case the printed copy is not available, Xerox copy of the same duly certified by the Company Secretary / Director / Managing Director / Partner of the Company. 2.6 Turnover certificate from the company s Auditors / CA mentioning the field of business for the turnover as required under the eligibility conditions. 2.7 Company will submit the Non-Disclosure Undertaking/Agreement duly notarized on non judicial stamp paper of Rs. 100/ Contact details i.e. Name, -id, phone no, mobile no, fax no. of responsible person for liaison in this matter. 3. Company will submit the following information :- 3.1 Field of Expertise and proposed bouquet of Products and Services for business alliance and tie up with BSNL. 3.2 Detail of the Location of Manufacturing Unit(s) /Registered office(s) 3.3 Turnover details (annual) along with type of Products/Services (i) within India (ii) Overseas 3.4 Clients list w.r.t. Govt. Depts., other Enterprise customers served for IT/Telecom Products & Services. 3.5 Office(s) locations Points of Presence in India & Overseas. 3.6 Any other relevant information. Page 3 of 13

4 3.7 Information, about the company having any interest or substantial equity stakes (any percent) or vice versa in & of any subsidiary, directly or indirectly in any of the Licensed Telecom Service Provider/ISP or their promoters in India. 4. General Terms and Conditions:- 4.1 The Strategic Business Alliance will have to sign MOU initially as enclosed herewith in Annexure by completing the necessary formalities. Specific agreement may be signed based on the Enterprise Business projects to be taken up thereafter. 4.2 This Strategic Allianceship is to tie-up non-exclusively by BSNL for various Enterprise Business related activities, to build Total Solutions / Offerings for Government, Public Sectors, Semi Government Organisations, State owned Enterprises and Private Enterprise customers 4.3 The Strategic Business Partner will need to work in Pan India for various EB related activities/business. 4.4 Renewal or extension of the MOU will be based on the performance of the strategic Business Partner and as per prevailing policy of BSNL at that time. 4.5 This Strategic Allianceship policy would be Open Ended and the proposals received would be scrutinised by a standing committee for this purpose and the acceptance of proposals/requests from perspective alliances for entering into MoU would be at sole discretion of BSNL as per its policy and business case. BSNL would not be under any obligation to justify its stand of accepting or rejecting any or all the proposals received by it and may not enter into any correspondence in this regard. 5. Status of Existing Business Agreements: 5.1 As explained in the preamble, this strategic alliance would be non-exclusive and is aimed to leverage the domain expertise and strategic position in the Industry to garner maximum business either as a front runner or as a support associate to provide connectivity and telecom solutions as per the need and demand of the end customer. This initiative to have strategic MoU is poised to transform into a platform of opportunities harnessing the potential of each entity through this understanding, of course, without any commercial or legal commitment at this juncture and actual relevant business transaction agreements on case to case basis would be done by the respective business unit of BSNL on entering into bilateral or multilateral business agreements as the case may be after following the necessary guidelines as applicable. 5.2 The methodology of choosing the alliance before going to business would be declared successively depending on the quantum of interest and capability of MoU alliance(s) as adopted in M-Governance policy by BSNL. 5.3 The company submitting the proposal and found suitable as per business needs of BSNL would be required to enter into the MoU, draft of which is placed at Annexure-I 5.4 The proposed strategic alliance or MoUs entered in result thereto, would have no impact at all what so ever, on the ongoing business being done in various formats and agreements/empanelments in different forms and in different business streams with various organisations and individuals in BSNL unless specifically mentioned so. Page 4 of 13

5 6. Submission of Proposal: Interested and eligible Companies of world repute {who are OEMs of various Hardware, Software, Computer peripherals, IT, ITeS, Networking devices and Solution providers related with Telecom, IT and Networking} may send in their proposals along with all the requisite Documents as per conditions above, on any working day to:- CMD Bharat Sanchar Nigam Limited, Bharat Sanchar Bhawan, H.C. Mathur Lane, Janpath, New Delhi Note: This policy is open ended and any company which is interested and meets the eligibility conditions may submit its proposal on any working day. BSNL would however reserve the right of periodic review of the entire policy or any elements thereof based on its business needs. Page 5 of 13

6 Annexure- I Draft of MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding ( MOU ) is entered into by and between - XYZ Corporation Ltd. ( XYZ ) and Bharat Sanchar Nigam Limited ( BSNL ), which expression shall unless repugnant to the context or meaning hereof, include its successors, administrators, legal representatives or permitted assignees and effective as of the later of the signature dates below ( Effective Date ). - XYZ Corporation Ltd. and BSNL are individually called a Party and collectively as the Parties. Whereas BSNL invited RFP dated for, M/s requested to sign MoU for the same. Whereupon and in pursuance of the said request BSNL and M/s agree to sign the MoU in consideration of mutual covenants set out in this MoU. The parties here under agree as follows: 1. Purpose. The purpose of this MOU is to summarize (a) the Parties present understanding and intent concerning a framework for collaboration between the Parties to build solutions/offerings for Government and State owned Enterprises in addition to their other enterprise customers utilizing or intend to utilize BSNL and XYZ Corporation Ltd s products and services as described in Exhibit A to this MOU (the Proposed Engagement ); and (b) the initial set of activities that XYZ Corporation Ltd and BSNL intend to undertake in support of these shared objectives to facilitate the engagement to fulfill the tenets of the MOU. 2. Non-Binding Nature. The Parties agree that (a) except for Sections 2-15 and terms mentioned in said RFP (collectively the Binding Terms ), this MOU and Exhibit A are meant to be business and negotiation aids only and are nonbinding and unenforceable (notwithstanding any language to the contrary that could be construed as imposing an obligation on the Parties); (b) this MOU does not obligate either Party to enter into any future agreements or transactions with the other Party or provide any preferential status in what so ever means and ways in their present or future business decisions. 3. Relationship of the Parties. Nothing contained in this MOU precludes either Party from its normal marketing and business efforts in connection with its products and services, including those related to the subject of the Proposed Engagement. Notwithstanding the use of the word partner, partnership or similar terms in this MOU or in the Parties discussions, neither this MOU, nor any activities described in this MOU are to be construed as creating a partnership, joint venture, franchise, agency or other such relationship. 4. Confidentiality. The Parties agree that the terms of the XYZ Corporation Ltd Non-Disclosure Agreement ( NDA ) between XYZ Corporation Ltd and BSNL dated is incorporated into this MOU by this reference. The NDA governs the exchange of all Confidential Information between the Parties, including Confidential Information exchanged prior to the date of this MOU, and this MOU is hereby deemed Confidential Information pursuant to the NDA. Page 6 of 13

7 5. Public Disclosure. The Parties shall not make any public disclosure regarding this MOU or discussions between the Parties relating to the activities and transactions contemplated in this MOU unless the Parties mutually agree in writing ( permitted) regarding such disclosure, or such disclosures are mandated by any statutory obligation on part of either Party. If the Parties agree to make any public disclosure regarding this MOU, the Parties shall work together to mutually decide and approve the timing and content of the disclosure. Information mutually approved by the Parties for public disclosure will no longer be considered Confidential Information under the NDA. 6. Notices. Any notice required or permitted to be given under this MOU will be given in writing and delivered by hand, certified mail, nationally recognized courier or fax, addressed to the addresses set forth below the signature block. Any such notice will be deemed to have been received in the case of deliveries by hand, certified mail or nationally recognized courier, at the time of delivery, and in the case of tele-faxes, at the time of dispatch. 7. Expenses. Each Party shall pay its own fees, costs and expenses, and those of its agents, representatives, independent contractors, and consultants, in connection with this MOU, the negotiation of the MOU, and any non-binding commitments set forth in Exhibit A, including, without limitation, any legal fees, except as otherwise expressly agreed upon in writing by the Parties. 8. Intellectual Property Ownership. The Parties will not share intellectual property or jointly create any intellectual property prior to the signing of the MOU. However, if either Party discloses any intellectual property to further the objectives of this MOU, such disclosure will be governed by the NDA. Additionally, each Party retains full and sole ownership of any rights, title, and interest in and to its respective intellectual property disclosed. Also, this MOU shall not constitute or create any express or implied license of any kind to the other Party of intellectual property (or any products or services) owned by one Party, nor shall there be any obligation to grant any such license in the future. 9. Disclaimer of Warranties. Except for any limited express warranties (if any) provided in an applicable separate written agreement between the Parties and designated as a warranty, each Party disclaims all warranties, express or implied, with respect to any software, products, code, technical information, services, advice or any other information or materials provided or disclosed in connection with this MOU, including, but not limited to, the implied warranties of merchantability and of fitness for a particular purpose. 10. Limitation of Liability. To the maximum extent permitted by applicable law, neither Party is liable for any damages or losses whatsoever, including, without limitation, direct, indirect, special, incidental, consequential, and/or punitive damages (including, but not limited to, damages for loss of business, revenues, profits, opportunities, data or information), arising out of, resulting from or in connection with this MOU, regardless of how such damages arise, even if advised of the possibility of such loss or damage and regardless of whether such loss or damage could have been reasonably foreseen. The provisions of this paragraph do not limit the liability of either Party for (i) breach of any confidentiality obligation herein or under the NDA and (ii) infringement or misappropriation of the other Party s intellectual property rights (iii) Any such loss, damage so arising from fraud or negligence or in respect of liabilities which cannot be lawfully limited or excluded. Each party expressly acknowledges and agrees that it will not rely on Exhibit A, any statements therein, and/or any verbal statements regarding or concerning Exhibit A, as being binding upon the other Party. 11. Assignment. Neither Party may assign this MOU or any rights and/or obligations arising out of this MOU without the prior written consent of the other Party. Any such assignment without consent is void. 12. Modifications. This MOU cannot be modified or amended except by a written agreement signed on behalf of each Party by their respective duly authorized representatives. Page 7 of 13

8 13. Term and Termination. The term of this MOU commences on the effective date and automatically terminate after completion of 24 months from the Effective Date. In addition, any Party may terminate this MOU without cause upon thirty (30) calendar days prior written notice. Either Party may terminate this MOU immediately in the event of a breach of any of the terms & conditions of RFP or covenants mentioned herein above and after by the other Party or the other Party s infringement or misappropriation of such Party s intellectual property. The Binding Terms survive termination of this MOU for any reason. Additionally, any provision that, by its nature or context, is intended to survive the termination of this MOU will so survive. 14. Entire Agreement. This MOU, together with the NDA, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. The terms and conditions mentioned in the RFP leading to This MoU would be integral part of this MoU and would have precedence in case of any conflict. This MoU however would not affect any specific contracts entered between the parties or their authorized business associates. 15. No Exclusivity. Each Party acknowledges and agrees that the rights granted to and obligations due to the other Party under this MOU are intended to be non-exclusive, and that nothing in this MOU will be deemed or construed to prohibit either Party from independently developing technologies, or engaging in or participating itself or with one or more third parties in business arrangements similar to or competitive with those described herein. Any commercial relation would be preceded by the due process of open and transparent business rules of both the parties. 16. IN WITNESS WHEREOF, the Parties have executed this MoU, by persons duly authorized, as of the date and year first above written XYZ Corporation Ltd BHARAT SANCHAR NIGAM LIMITED By Name By Name Title Date Address for Notices: Attn: Fax Title Date Address for Notices: Page 8 of 13

9 EXHIBIT A Collaboration Framework Names of Parties: BSNL & ---XYZ Corporation Ltd.-- Subject Matter: ---XYZ Corporation Ltd.-- and BSNL to jointly build a framework for collaboration between the Parties to build solutions/offerings for Government and State owned Enterprises in addition to their customers utilizing or intend to utilize ---XYZ Corporation Ltd.-- and BSNL s products and services detailed as below in the categories such as. (i) (ii) G 2 G G 2 B (iii) G 2 C (iv) B2B The Bouquet of services would include but not limited to : 1. By ---XYZ Corporation Ltd.--: (Ref. 3.1 of RFP) a. b. c. d. 2.By BSNL All Telecom products and Services including: a. Point to point & Point to multi point lease circuits Page 9 of 13

10 b. MPLS VPN services c. VPN over Broadband, 2G/3G, WLL d. Various Flavours of Broadband services including Wi-Fi, Fibre to The Home etc. e. Different services of Mobiles Like CUG, Data, GPRS, 3G, Bulk Push SMS, etc f. International bandwidths g. Dark Fibres h. Internet Data Centres i. Internet Leased Lines etc. j. Any future new service. Term Length: Relationship Management and Governance: 24 months Each Party would appoint an individual to serve as a program manager who will be responsible for coordinating activities contemplated by the MOU and facilitating negotiation of the Additional Experts/Products/Agreements. The program managers would hold periodic meetings, at intervals to be mutually determined by the parties, to review the progress of their cooperation under this Agreement. Additionally, each Party would appoint a person with the title like ---Sr. Executive/VP/----- or as mutually agreed to serve as the executive sponsor who will be responsible for guiding and assisting with management, decision-making, overall performance, issue escalation, and dispute resolution related to the MOU. Chairman, ---XYZ Corporation Ltd.-- would serve as ---XYZ Corporation Ltd.---- s Executive sponsor, presently held by Mr , And Director (Enterprise), BSNL would serve as BSNL executive sponsor. In the event the Parties are not able to agree on any items contemplated to require mutual agreement under the MOU, the Parties would refer the disagreement to the executive sponsors for resolution; All the disputes, differences, controversies / differences of opinions, breaches and violation arising from or related to the agreement arises out of this agreement between parties then same shall be resolved by mutual discussions/ reconciliations in good faith. If the dispute, difference, controversies / differences of opinions, breaches and violation arising from or related to the agreement cannot be resolved within 60 (sixty) days of commencement of reconciliations/discussions, then the same will be referred to two arbitrators, one to be appointed by each party, with an umpire to be appointed by the two said arbitrators and the arbitration will be governed by the Arbitration and Conciliation Act, 1996 of India or any statutory modification or enactment thereof or any rules made thereof. The Arbitration proceeding shall be in English language. The Venue of the arbitration proceeding shall be the office of the CMD, BSNL, New Delhi, India or such other places as the arbitrator may decide. Page 10 of 13

11 Relationship Management and Governance: Following the execution of the MOU, each party will define how to manage the collaboration during the MOU term. Elements of the governance model would include: Identification of project members for both parties. Escalation path for disagreements and conflict resolution. Notification process for notifying BSNL of inclusion of team members outside of XYZ Corporation Ltd Notification process for notifying each other of any structural changes of either/ both of the parties. Compliance with Indian Laws: M/s XYZ Corporation and BSNL shall perform their duties in strict compliance with all applicable laws in India, along with rules and regulations of duly constituted Government Authorities in India, and shall obtain all licenses, registrations or other approvals, if any, required by laws in India in connection with the services to be rendered hereunder. The parties hereby agree that the Court in the city of New Delhi, India alone shall have jurisdiction in respect of any matters arising under this MOU. Responsibilities Neither BSNL nor M/s XYZ Corporation shall be responsible to the other parties for any losses that they may suffer arising out of the understanding. However, the parties shall be responsible for conduct of their assigned responsibilities and for insuring their respective premises, equipments and personnel for any claims that may arise from the conduct of the understanding. To discharge the responsibilities of each party and/or when specific obligations or financial commitments appear necessary to the parties, the parties by mutual consent shall enter directly (or through the concerned affiliate), into specific agreement(s) defining in detail the respective obligations and commitments of each party, and in particular the program of work and the financial conditions of its execution. Representation and Warranties by the Parties Either Party hereby undertakes, affirms and agrees that: (a) (b) It is in good standing and that it has full authority to enter into this MOU and subject to obtaining the necessary approvals under the applicable law, to perform its obligations hereunder according to the terms hereof. It has full power and authority to enter into this MOU and to take any action and execute any documents required by the terms hereof; and that this MOU, entered into has been duly authorized by all necessary authorization proceedings, has been duly and validly executed and Page 11 of 13

12 Relationship Management and Governance: Jurisdiction delivered, and is a legal, valid, and binding obligation of, enforceable in accordance with the terms hereof; and that the executants of this MOU are duly empowered and authorized to execute this MOU and to perform all its obligations in accordance with the terms herein. This MOU shall be construed as interpreted and applied, governed by and construed in accordance with the laws of India and jurisdiction of court at New Delhi, India. Partnership Objectives & Rules of Engagement Under the MOU, both the Parties would provide the following, under best effort and commercial reasonable terms: a. Access to technical resources for solution development and testing purposes. b. Provide guidance for the development of products and services. c. Periodic briefings on the business and technology roadmaps for Products of both the parties. d. Permission to use appropriate branding of each other as part of the solution name subject to prior written approval of other party. e. Be responsible for marketing and driving customer adoption of the new offerings and services in consultation with each other. Under the MOU, BSNL and XYZ Corporation Ltd have agreed to: f. Develop offerings. g. Enter into appropriate Agreement(s) for each others. h. Products and BSNL Services as may be required. i. On a best effort basis acquisition of business for BSNL including products of XYZ Corporation Ltd as per end customer s needs. Business Model: IP and Data Ownership: Sales and Marketing: Both parties will collaborate in order to develop a business model for the solution that satisfies the requirements for each company Each Party will continue to own IP. Parties will co-operate to develop plans for G2G,G2B,G2C, B2B sales and marketing Additional Agreements: Certain aspects of the parties cooperation under the MOU may require additional discussions and negotiation, which may be mutually beneficial to address in separate agreements that would be finalized later. BSNL and XYZ Corporation Ltd may negotiate in good faith to enter into one or more further commercial agreements after following due process, to set forth detailed terms and conditions under which both the parties would make reasonable efforts of offering various products required by the end customers. Page 12 of 13

13 Publicity and Marketing Parties would mutually agree to publicly announce relationship between the parties, as defined in the MOU Page 13 of 13