Tender ISO Certification BOB
Tender ISO Certification BOB
Bank of Baroda
Baroda Sun Tower
IT Department
C-34, G-Block
Bandra Kurla Complex
Bandra (East), Mumbai - 400 051
# Particulars Timeline
1 RFP Issuance Date 21st August 2024
1. Mr. Prasoon Padhye, Officer (IT)
2. Contact No. – 022-6845 0839 / 0844
3. Email: [Link]@[Link]
RFP Coordinator Name, 4. Postal Address: The Chief Manager (IT
2 Contact details (Bank) Procurement), Bank of Baroda, Kohinoor Square,
6th Floor, Room No. 603, N.C. Kelkar Marg, R.G.
Gadkari Chowk, Shivaji Park, Near Sena
Bhawan, Dadar (West), Mumbai – 400028.
o Pre bid meeting will be held online through Bank’s
Online Meeting Platform (i.e. Microsoft Teams) on
28th August 2024, 03:00 PM
o Bidder to submit a maximum of -2- participant’s
names, contact numbers, designations and e-mail
IDs on [Link]@[Link] in
3 Pre–bid Meeting details advance before pre-bid meeting along with pre-bid
clarification.
o Pre-bid meeting link:
Join meeting
Meeting ID: 428 143 680 482
Passcode: 5KRWz4
Request for Proposal (RFP) for selection of technology partner for ISO22301:2019 certification for
Business Continuity Management System
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[B] Important Clarifications:
Confidentiality:
This document is meant for the specific use by the Company / person/s interested to participate in the current tendering
process. This document in its entirety is subject to Copyright Laws. Bank of Baroda expects the vendors or any person acting
on behalf of the vendors strictly adhere to the instructions given in the document and maintain confidentiality of information.
The vendors will be held responsible for any misuse of information contained in the document, and liable to be prosecuted by
the Bank In the event that such a circumstance is brought to the notice of the Bank. By downloading the document, the
interested party is subject to confidentiality clauses.
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Business Continuity Management System
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Contents
1. Introduction ........................................................................................................ 6
2. Project overview and scope .............................................................................. 6
3. Contract period .................................................................................................. 6
4. Pre-Qualification for Submission of Bid .......................................................... 6
5. Bid Security / Earnest Money Deposit (EMD) .................................................. 6
6. Exemption for EMD amount .............................................................................. 7
7. Preference to make in India initiative ............................................................... 7
8. Performance Guarantee .................................................................................... 8
9. Sub - Contracting ............................................................................................... 8
10. Service Level Agreement and Non-Disclosure Agreement ............................ 8
11. Compliance with Laws ...................................................................................... 9
12. Termination ........................................................................................................ 9
13. Grievance Redressal and Dispute Resolution................................................. 9
14. Dispute Resolution ............................................................................................ 9
15. Governing Laws ............................................................................................... 10
16. Prevention of Corrupt and Fraudulent Practices .......................................... 10
17. Authorized Signatory ....................................................................................... 11
18. The bid submission by related parties ........................................................... 11
19. Right to Reject Bids ......................................................................................... 11
20. General Terms and conditions ....................................................................... 12
21. Information Confidentiality ............................................................................. 17
22. Disclaimer ......................................................................................................... 17
Annexure 01 – Guidelines for bid submission details ........................................ 19
Annexure 02 – Bid Evaluation Terms ................................................................... 22
Annexure 03 – Declaration/ undertaking from bidder regarding applicability of
restrictions on procurement from a bidder of a country which shares a land
border with India as per the order no. 6/18/2019-PPD dated 23rd July 2020
issued by Ministry of finance department of expenditure .................................. 30
Annexure 04 – Bid Security / Earnest Money Deposit (EMD) Details ................ 34
Annexure 05 – Bid Security Form (Bank Guarantee) .......................................... 36
Annexure 06 – Bid Security Declaration by Bidder ............................................. 39
Annexure 07 – Undertaking from the Bidder ....................................................... 41
Annexure 08 – Pre-Bid Queries Form ................................................................... 43
Annexure 09 – Conformity Letter .......................................................................... 44
Annexure 10 – Project Details Scope of Work ..................................................... 45
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Business Continuity Management System
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A. Project Scope ................................................................................................... 45
B. Delivery SLA and Delivery .............................................................................. 48
Annexure 11 – Masked Commercial Bid .............................................................. 52
(Amount in Rs.)....................................................................................................... 52
Annexure 12 – Commercial Bid ............................................................................ 54
(Amount in Rs.)....................................................................................................... 54
Annexure 13 – Binding Criteria for Technical Presentation ............................... 56
Annexure 14 – Performance Guarantee ............................................................... 57
Annexure 15 – Integrity Pact ................................................................................. 60
Annexure 16 – SERVICE LEVEL AND NON DISCLOSURE AGREEMENT
FORMAT .................................................................................................................. 65
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Business Continuity Management System
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1. Introduction
Bank of Baroda is one of the largest Public Sector Bank (PSU) in India with a branch
network of over 8100+ branches in India and 95+ branches/offices overseas including
branches / offices of our subsidiaries, distributed in 15+ countries.
Bank of Baroda, a body corporate constituted under the Banking Companies
(Acquisition & Transfer of Undertakings) Act 1970, having its Corporate Office at C-
26, G-Block, Bandra Kurla Complex, Bandra East, Mumbai - 400051 (hereinafter
referred to as the “Bank”) which expression unless repugnant to the context or
meaning thereof shall mean and include its successors and assigns), intends to issue
this RFP document, hereinafter called RFP, to eligible Bidders, hereafter called as
‘Bidders’, to participate in the competitive bidding for implementation of Business
Continuality Management System Certification 22301:2019 for Data Center.
2. Project overview and scope
This Request for Proposal (RFP) document has been prepared solely for the purpose
of enabling Bank of Baroda (“the Bank”) to select a bidder for implementation of
Business Continuality Management System Certification 22301:2019 for Data Center.
Bank invites proposal from Bidders who are interested to participate in this RFP and
able to fulfil the eligibility criteria mentioned under Annexure 02 and also in a position
to comply with technical requirements as mentioned under Project Scope (Annexure
10). Apart from the above the Bidder must also agree to all our terms & conditions
mentioned under this RFP.
The detail scope of work is mentioned under annexure 10. However, Bank reserves
the right to modify/ change the scope of work at any phase of this contract.
3. Contract period
The Contract with selected Bidder will be for a period of 4 years starting from date of
the Purchase Order. The contract will be deemed completed only when all the items
and services contracted by the Bank are provided in good condition, installed,
implemented, tested and accepted along with the associated documentation provided
to Bank’s employees; as per the requirements of the contract executed between the
Bank and successful bidder.
4. Pre-Qualification for Submission of Bid
The bidders satisfying the eligibility conditions (mentioned under Annexure 02) and
General terms and conditions specified in this document and ready to provide the said
“Services” in conformity with Scope of Work stipulated in Annexure 10, may submit
their bid through Government e Marketplace (GeM) on or before the time line
stipulated in the [A] Important Dates.
Bank will not accept the bid through any other mode except GeM. Detailed guidelines
for submission details are mentioned under Annexure 01.
5. Bid Security / Earnest Money Deposit (EMD)
Bidders are required to provide an earnest money deposit of an amount as mentioned
in “[A] Important Dates” at the time of bid submission. The proof of the same is to be
submitted while opening of eligibility cum technical bid, failing of which the bid of the
concerned bidder may be rejected. Bid Security (Earnest Money Deposit) shall be paid
through electronic mode or in the form of Bank Guarantee (Annexure 05) for an equal
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Business Continuity Management System
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amount issued by a Scheduled Commercial Bank (other than Bank of Baroda) located
in India. This Bid-security is valid for 8 months and to be submitted through the
electronic mode to the below mention account. The details of the account are as under.
✓ Account Number-29040400000417
✓ Account Name – Bank of Baroda
✓ Branch- BKC, Mumbai
✓ IFSC- BARB0BANEAS
Non-submission of Earnest Money Deposit in the format prescribed in RFP will lead
to outright rejection of the Offer. The EMD of unsuccessful bidders will be returned to
them on completion of the procurement process and no interest will be paid on EMD.
The EMD (Earnest Money Deposit) of successful bidder(s) will be returned on
submission of Performance Bank Guarantee / security deposit.
The amount of Earnest money deposit would be forfeited in the following scenarios:
a. In case the bidder withdraws the bid prior to validity period of the bid for any reason
whatsoever.
b. In case of the successful bidder, if the bidder fails or refuses to accept and sign the
contract as specified in this document within 1 month of issue of contract
order/letter of intent for any reason whatsoever; or
Fail To provide the performance guarantee within 30 days from the
purchase order date, for any reason whatsoever.
To comply with any other condition precedent to signing the contract
specified in the RFP documents.
6. Exemption for EMD amount
Exemption from submission of EMD shall be given to bidders, who are Micro and Small
Enterprises (MSEs) / Start-ups. The bidders who are MSE have to submit necessary
document issued by NSIC and the bidders who are start-ups have to be recognized
by Department of Industrial Policy & Promotion (DIPP) to avail the exemption. To
qualify for EMD, firms should necessarily enclose a valid copy of registration certificate
issued by NSIC/DIPP which are valid on last date of submission of the tender
documents along with "Bid Security Declaration" (Annexure 06) accepting that if they
withdraw or modify their bids during period of validity etc., they will be suspended for
the period of 6 months. MSE/Start-up firms which are in the process of obtaining NSIC
certificate/ DIPP will not be considered for EMD exemption.
Since RFP is being floated on GeM Portal, Bid Security related exemptions as
specified in clause 4, Section xiii, Sub-section 'm' of GeM GTC are applicable as the
case may be.
7. Preference to make in India initiative
Government has issued Public Procurement (Preference to Make in India) [PPP-MII]
Order 2017 vide the Department for Promotion of Industry and Internal Trade (DPIIT)
Order No.P-45021/2/2017-B.E.-II dated 15.06.2017 and subsequent revisions vide
Order No. 45021/2/2017-PP (BE-II) dated 16-9-2020 to encourage ‘Make in India’ and
to promote manufacturing and production of goods, services and works in India with a
view to enhancing income and employment.
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Business Continuity Management System
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Preference will be given with the criteria laid down by Bank and as per procedures laid
down in Public Procurement (Preference to Make In India) order 2017, revision dated
16/09/2020 vide order P-45021/2/2017-PP (BE – II) dated 16-9-2020 issued by GOI.
The guidelines under PPP-MII order and subsequent revisions as mentioned above
shall be applicable subject to bidder submitting with Class-I/Class-II local content
certificate for the quoted product.
In case of two or more bidders complying with Preference to Make in India initiative
are found technically eligible as per Technical Specifications mentioned in Annexure
10 of the RFP, then Commercial bids of only these bidders will be opened.
In case sufficient bidders complying with Preference to Make in India initiative are not
found technically eligible as per Technical Specifications mentioned in Annexure 10 of
the RFP, then Commercial bids of all technically eligible bidders will be opened.
8. Performance Guarantee
The successful Bidder shall provide a Performance Guarantee within 30 days from
the date of receipt of the order or signing of the contract whichever is earlier in the
format mentioned under Annexure 14 to the extent of 5% of the contract value valid
for the entire period of the contract plus 3 months and such other extended period as
the Bank may decide for due performance of the project obligations. The guarantee
should be of that of a scheduled commercial bank in India only, other than Bank of
Baroda.
In the event of non-performance of obligation or failure to meet terms of this RFP or
subsequent agreement the Bank shall be entitled to invoke the performance
guarantee without notice or right of demur to the Bidder. Any amount pending for
payment due to non-achieving of milestone/s set under the agreement or any other
reason solely attributable to the Bidder should be included in the remaining amount
of the contract value.
If the Performance guarantee is not submitted within the stipulated time, the Bank
reserves the right to cancel the order / contract and Bid Security / Earnest Money
Deposit submitted by the Bidder will be forfeited.
9. Sub - Contracting
The selected vender shall not subcontract or permit anyone other than its personnel
to perform any of the work, service or other performance required under this project.
In case any particular specialized service in the prescribed in the scope of work
requires subcontracting, it need to be specified in the proposal/ response document
with all the details of the work/ services. Please note that no work/services shall be
subcontracted without the prior permission from the Bank in writing.
10. Service Level Agreement and Non-Disclosure Agreement
The successful bidder shall execute a) Service Level Agreement (SLA) and Non-
Disclosure Agreement (NDA) (As per Annexure 16), which contained all the services
and terms and conditions of the services to be extended as detailed herein. The
successful bidder shall execute the SLA and NDA and provide the same along with
acceptance of Purchase Order.
All the expenses related to execution of the document such as the applicable stamp
duty and registration charges if any, shall be borne by the successful bidder as per
article 63 Works Contract of Maharashtra Stamp Act.
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Business Continuity Management System
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11. Compliance with Laws
Compliance in obtaining approvals/permissions/licenses: The Bidder shall promptly
and timely obtain all such consents, permissions, approvals, licenses, etc., as may be
necessary or required for any of the purposes of this project or for the conduct of their
own business under any applicable Law, Government Regulation/Guidelines and shall
keep the same valid and in force during the term of the project. Also the bidder shall
comply with the provisions of code of wages, and other labor welfare legislations. in
the event of any failure or omission to do so, shall indemnify, keep indemnified, hold
harmless, defend, protect and fully compensate the Bank and its employees/ officers/
staff/ personnel/ representatives/agents from and against all claims or demands of
liability and all consequences that may occur or arise for any default or failure on its
part to conform or comply with the above and all other statutory obligations arising
there from. The Bank will give notice of any such claim or demand of liability within
reasonable time to the Bidder.
The Bidder is not absolved from its responsibility of complying with the statutory
obligations as specified above.
12. Termination
Bank reserves the right to terminate this RFP at any stage without any notice or
assigning any reason.
At any time during the course of the RFP process or before the award of contract or
after execution of the contract that one or more terms and conditions laid down in this
Request For Proposal has not been met by the bidder or the bidder has made material
misrepresentation or has given any materially incorrect or false information. Bank may
terminate his contract and may invoke performance bank guarantee or forfeit the
security deposit as the case may be. Further bank may impose such restriction/s on
the defaulting bidder as it deemed fit.
After the award of the contract, if the selected bidder does not perform satisfactorily or
delays execution of the contract, the Bank reserves the right to get the balance
contract executed by another party of its choice by giving one month notice for the
same, In such an event, the bidder is bound to make good the additional expenditure
which the Bank may have to incur for the execution of the balance of the contract.
13. Grievance Redressal and Dispute Resolution
Any bidder who claims to have a grievance against a decision or action with regards
to the provisions of this RFP may file a request to the Chief General Manager (IT) at
[Link]@[Link]. It may please be noted that the grievance can be filed
by only that bidder who has participated in Procurement proceedings in accordance
with the provisions of this RFP. All letters must be addressed to the following:
Chief General Manager (IT)
Bank of Baroda, Baroda Sun Tower
C-34, G-Block, BKC, Mumbai-51
In the case of software or hardware either the Indian agent on behalf of the principal/
OEM or Principal/ OEM itself can bid but both cannot bid simultaneously for the same
solution in this tender. If an agent submits bid on behalf of the Principal/ OEM, the
same agent cannot submit a bid on behalf of another Principal/ OEM in this tender for
the same solution.
19. Right to Reject Bids
Bank reserves the absolute and unconditional right to reject the response to this RFP
if it is not in accordance with its requirements and no correspondence will be
entertained by the Bank in the matter. The bid is liable to be rejected if:
It is not in conformity with the instructions mentioned in the RFP document.
It is not accompanied by the requisite Application Money and Earnest
Money Deposit (EMD).
It is not properly or duly signed.
It is received through Telex / telegram / fax
It is received after expiry of the due date and time.
It is incomplete including non- furnishing the required documents.
It is evasive or contains incorrect information.
There is canvassing of any kind.
Submitted by related parties
It is submitted anywhere other than the place mentioned in the RFP.
Further Bank reserves the rights to:
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Business Continuity Management System
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Reject any or all responses received in response to the RFP
Extend the time for submission of all proposals
Cancel the RFP at any stage, without assigning any reason whatsoever.
Visit the place of work of the bidder
Conduct an audit of the services provided by the bidder.
Ascertain information from the Banks and other institutions to which the
bidders have rendered their services for execution of similar projects.
Revise any part of the tender document, by providing a written addendum
at any stage till the award of the contract. The Bank reserves the right to
issue revisions to this tender document at any time before the award date.
The addendums, if any, shall be published on Bank’s website only.
20. General Terms and conditions
20.1 The RFP document is not recommendation; offer to enter into a contract,
agreement or any other arrangement, in respect of the services. The provision
of the services is subject to observance of selection process and appropriate
documentation being agreed between the Bank and any successful Bidder as
identified by the Bank, after completion of the selection process as detailed in
this document.
20.2 Information Provided: The RFP document contains statements derived from
information that is believed to be true and reliable at the date obtained but does
not purport to provide all of the information that may be necessary or desirable
to enable an intending contracting party to determine whether or not to enter
into a contract or arrangement with the Bank in relation to the provision of
services. Neither the Bank nor any of its directors, officers, employees, agents,
representative, contractors, or advisers gives any representation or warranty
(whether oral or written), express or implied as to the accuracy, updating or
completeness of any writings, information or statement given or made in this
RFP document.
20.3 For Respondent Only: The RFP document is intended solely for the information
of the party to whom it is issued (“the Recipient” or “the Respondent”) and no
other person or organization.
20.4 Costs Borne by Respondents: All costs and expenses (whether in terms of time
or money) incurred by the Recipient / Respondent in any way associated with
the development, preparation and submission of responses, including but not
limited to attendance at meetings, discussions, demonstrations, etc. and
providing any additional information required by the Bank, will be borne entirely
and exclusively by the Recipient / Respondent.
20.5 No Legal Relationship: No binding legal relationship will exist between any of
the Recipients / Respondents and the Bank until execution of a contractual
agreement to the full satisfaction of the Bank.
20.6 Recipient Obligation to Inform Itself: The Recipient must apply its own care and
conduct its own investigation and analysis regarding any information contained
in the RFP document and the meaning and impact of that information.
20.7 Evaluation of Offers: Each Recipient acknowledges and accepts that the Bank
may, in its sole and absolute discretion, apply whatever criteria it deems
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Business Continuity Management System
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appropriate in the selection of Bidder, not limited to those selection criteria set
out in this RFP document.
20.8 The issuance of RFP document is merely an invitation to offer and must not be
construed as any agreement or contract or arrangement. The bidders
unconditionally acknowledges by submitting its response to this RFP document
that it has not relied on any idea, information, statement, representation, or
warranty given in this RFP document.
20.9 Acceptance of Terms: the bidders will, by responding to the Bank’s RFP
document, be deemed to have accepted the terms as stated in this RFP
document
20.10 Only one submission of response to RFP by each Respondent will be permitted.
20.11 The Bank expects the Bidder to adhere to the terms of this tender document
and would not accept any deviations to the same.
20.12 The Bank expects that the Bidder appointed under the tender document shall
have the single point responsibility for fulfilling all obligations and providing all
deliverables and services required by Bank.
20.13 Unless agreed to specifically by the Bank in writing for any changes to the
issued tender document, the Bidder responses would not be incorporated
automatically in the tender document.
20.14 The Bank will notify the Respondents in writing as soon as practicable after the
RFP Evaluation Complete date, about the outcome of the RFP evaluation
process, including whether the Respondent’s RFP response has been
accepted or rejected. The Bank is not obliged to provide any reasons for any
such acceptance or rejection.
20.15 All responses received after the due date/time as mentioned in “[A] Important
Dates. Last Date of Submission of RFP Response (Closing Date)”would be
considered late and would be liable to be rejected. E procurement portal will not
allow to lodgement of RFP response after the deadline. It should be clearly
noted that the Bank has no obligation to accept or act on any reason for a late
submitted response to RFP. The Bank has no liability to any Respondent who
lodges a late RFP response for any reason whatsoever, including RFP
responses taken to be late only because of another condition of responding.
20.16 The Bank has established RFP coordinators to provide a venue for managing
bidder relationship and other requirements through the Bank’s decision making
body for contract clarification. All the queries and communication must be
addressed to the RFP coordinators / contact persons from the Bank mentioned
in “[A] Important Dates - RFP Coordinator”
20.17 Recipients are required to direct all communications for any clarification related
to this RFP to RFP Coordinator.
20.18 All questions relating to the RFP, technical or otherwise, must be in writing and
addressed to the addresses given in point “[A] Important Dates” above.
Interpersonal communications will not be entered into and a Respondent will
be disqualified if attempting to enter into such communications. The Bank will
try to reply, without any obligation in respect thereof, every reasonable question
raised by the Respondents in the manner specified.
20.19 However, the Bank may in its absolute discretion seek, but under no obligation
to seek, additional information or material from any Respondents after the RFP
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Business Continuity Management System
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closes and all such information and material provided must be taken to form
part of that Respondent’s response.
20.20 Respondents should invariably provide details of their email address (as) as
responses to queries will only be provided to the Respondent via email. If Bank
in its sole and absolute discretion deems that the originator of the query will
gain an advantage by a response to a question, then Bank reserves the right to
communicate such response to all Respondents.
20.21 The Bank may in its absolute discretion engage in discussion or negotiation
with any Respondent (or simultaneously with more than one Respondent) after
the RFP closes to improve or clarify any response.
20.22 Bidder should submit their Eligibility Cum Technical and Commercial bids
through online portal. The bidder must register for submission of their bid as
specified in this document. .
20.23 All submissions, including any accompanying documents, will become the
property of the Bank. The bidder shall be deemed to have licensed, and granted
all rights to, the Bank to reproduce the whole or any portion of their submission
for the purpose of evaluation, to disclose the contents of the submission to other
bidders who have registered a submission and to disclose and/or use the
contents of the submission as the basis for any resulting RFP process,
notwithstanding any copyright or other intellectual property right of the Recipient
that may subsist in the submission or accompanying documents
20.24 All responses should be in English language. All responses by the bidder to this
tender document shall be binding on such bidder for a period of 180 days after
opening of the bids.
20.25 The bidder may modify or withdraw its offer after submission but prior to the
closing date and time as prescribed by Bank. No offer can be modified or
withdrawn by the bidder subsequent to the closing date and time for submission
of the offers.
20.26 The bidders required to quote for all the components/services mentioned in the
“Project scope” and all other requirements of this RFP. In case the bidder does
not quote for any of the components/services, the response would be deemed
to include the quote for such unquoted components/service. It is mandatory to
submit the details in the formats provided along with this document duly filled
in, along with the offer. The Bank reserves the right not to allow / permit changes
in the technical specifications and not to evaluate the offer in case of non-
submission of the technical details in the required format or partial submission
of technical details.
20.27 Based on the Bank’s requirements as listed in this document, the bidder should
identify the best-suited deliverables/services that would meet the Bank’s
requirements and quote for the same. The Bidder is expected to provide the
best option and quote for the same.
20.28 In the event the bidder has not quoted for any mandatory items as required by
the Bank and forming a part of the tender document circulated to the Bidder’s
and responded to by the bidder, the same will be deemed to be provided by the
bidder at no extra cost to the Bank.
20.29 The Bank is not responsible for any assumptions or judgments made by the
bidder for proposing the deliverables. The Bank’s interpretation will be final.
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20.30 The Bank ascertains and concludes that everything as mentioned in the tender
documents circulated to the Bidder and responded by the Bidders have been
quoted for by the Bidder, and there will be no extra cost associated with the
same in case the Bidder has not quoted for the same.
20.31 All out of pocket expenses, traveling, boarding and lodging expenses for the
entire life of the contract should be a part of the financial bid submitted by the
Bidder to the Bank. No extra costs on account of any items or services or by
way of any out of pocket expenses, including travel, boarding and lodging etc.
will be payable by the Bank. The Bidder cannot take the plea of omitting any
charges or costs and later lodge a claim on the Bank for the same.
20.32 Responses to this RFP should not be construed as an obligation on the part of
the Bank to award a contract / purchase contract for any services or
combination of services. Failure of the Bank to select a bidder shall not result
in any claim whatsoever against the Bank. The Bank reserves the right to reject
any or all bids in part or in full, without assigning any reason whatsoever.
20.33 By submitting a proposal, the bidder agrees to contract with the Bank within the
time period proscribed by the bank. Failure on the part of the successful bidder
to execute an agreement with the Bank will relieve the Bank of any obligation
to the bidder, and a different bidder may be selected based on the selection
process.
20.34 The terms and conditions as specified in the RFP and addendums (if any)
thereafter are final and binding on the bidders. In the event the bidders not
willing to accept the terms and conditions of the Bank, the bidder may be
disqualified. Any additional or different terms and conditions proposed by the
bidder would be rejected unless expressly assented to in writing by the Bank
and accepted by the Bank in writing
20.35 The bidder shall represent and acknowledge to the Bank that it possesses
necessary experience, expertise and ability to undertake and fulfill its
obligations, involved in the performance of the provisions of this RFP. The
bidder represents that the proposal to be submitted in response to this RFP
shall meet the proposed RFP requirement. If any services, functions or
responsibilities not specifically described in this RFP are an inherent, necessary
or customary part of the deliverables or services and are required for proper
performance or provision of the deliverables or services in accordance with this
RFP, they shall be deemed to be included within the scope of the deliverables
or services, as if such services, functions or responsibilities were specifically
required and described in this RFP and shall be provided by the bidder at no
additional cost to the Bank. The bidder also acknowledges that the Bank relies
on this statement of fact, therefore neither accepting responsibility for, nor
relieving the bidder of responsibility for the performance of all provisions and
terms and conditions of this RFP, the Bank expects the bidder to fulfill all the
terms and conditions of this RFP.
20.36 The bidder covenants and represents to the Bank the following:
It is duly incorporated, validly existing and in good standing under as per the
laws of the state in which the entity is incorporated.
It has the corporate power and authority to enter into Agreements and perform
its obligations there under.
20.37 The execution, delivery and performance under an Agreement by bidder:
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Will not violate or contravene any provision of its documents of incorporation;
Will not violate or contravene any law, statute, rule, regulation, licensing
requirement, order, writ, injunction or decree of any court, governmental
instrumentality or other regulatory, governmental or public body, agency or
authority by which it is bound or by which any of its properties or assets are
bound;
Except to the extent that the same have been duly and properly completed or
obtained, will not require any filing with, or permit, consent or approval of or
license from, or the giving of any notice to, any court, governmental
instrumentality or other regulatory, governmental or public body, agency or
authority, joint venture party, or any other entity or person whatsoever;
20.38 The bidder shall undertake to provide appropriate human as well as other
resources required, to execute the various tasks assigned as part of the project,
from time to time.
20.39 The Bank would not assume any expenses incurred by the bidder in preparation
of the response to this RFP and also would not return the bid documents to the
Bidders.
20.40 The Bank will not bear any costs incurred by the bidder for any discussion,
presentation, demonstrations etc. on proposals or proposed contract or for any
work performed in connection therewith.
20.41 The Bank reserves the right to extend the dates for submission of responses to
this document.
20.42 Preliminary Scrutiny – The Bank will scrutinize the offers to determine whether
they are complete, whether any errors have been made in the offer, whether
required documentation has been furnished, whether the documents have been
properly signed, and whether items are quoted as per the schedule. The Bank
may, at its discretion, waive any minor non-conformity or any minor deficiency
in an offer. This shall be binding on all bidders and the Bank reserves the right
for such waivers and the Bank’s decision in the matter will be final.
20.43 Clarification of Offers – To assist in the scrutiny, evaluation and comparison of
offers, the Bank may, at its discretion, ask some or all bidders for clarification
of their offer. The Bank has the right to disqualify the bidder whose clarification
is found not suitable to the proposed project.
20.44 No Commitment to Accept Lowest bid or Any Tender – The Bank shall be under
no obligation to accept the lowest price bid or any other offer received in
response to this Tender notice and shall be entitled to reject any or all offers
including those received late or incomplete offers without assigning any reason
whatsoever. The Bank reserves the right to make any changes in the terms
and conditions of procurements. The Bank will not be obliged to meet and have
discussions with any Bidder, and / or to listen to any representations unless
there is change in the terms and conditions of purchase
20.45 Erasures or Alterations – The offers containing erasures or alterations will not
be considered. There should be no hand-written material, corrections or
alterations in the offer. Technical details must be completely filled up. Correct
information of the services being offered must be filled in. Filling up of the
information using terms such as “OK”, “accepted”, “noted”, “as given in
brochure / manual” is not acceptable. The Bank may treat the offers not
adhering to these guidelines as unacceptable.
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20.46 Price Discussion – It is absolutely essential for the Bidders to quote the lowest
price at the time of making the offer in their own interest. The Bank reserves
the right to do price discovery and engage the successful bidder in discussions
on the prices quoted.
20.47 If the Bank is not satisfied with the specifications as specified in the tender
document and observes major deviations, the bids of such bidders will not be
short-listed for further evaluation. No further discussions shall be entertained
with such bidders in respect of the subject bid.
20.48 The Bidder shall perform its obligations under this Tender as an independent
contractor, and shall not engage subcontractors to perform any of the
Deliverables or Services without the prior permission from Bank. Neither this
Tender nor the Bidder’s performance of obligations under this Tender shall
create an association, partnership, joint venture, or relationship of principal and
agent, master and servant, or employer and employee, between the Bank and
the Bidder or its employees, subcontractor; and neither Party shall have the
right, power or authority (whether expressed or implied) to enter into or assume
any duty or obligation on behalf of the other Party.
20.49 The Bidder shall solely be responsible for all payments (including any statutory
payments) to its employees and / or sub-contractors and shall ensure that at no
time shall its employees, personnel or agents hold themselves out as
employees or agents of the Bank, nor seek to be treated as employees of the
Bank for any purpose, including claims of entitlement to fringe benefits provided
by the Bank, or for any kind of income or benefits. The Bidder alone shall file
all applicable tax returns for all of its personnel assigned hereunder in a manner
consistent with its status as an independent contractor of services; and the
Bidder will make all required payments and deposits of taxes in a timely
manner.
20.50 Successful Vendor/Service Provider/Supplier/ Consultant/Contractor, who will
be selected according to the service/work/project for which the proposal or
quotation is invited shall comply with the Bank’s Code of Ethics which is
available on the Bank’s website>Shareholder’s Corner> Policies/Codes> Our
Code of Ethics and a clause to this effect shall be included in the
agreement/contract.
21. Information Confidentiality
This document is meant for the specific use by the Company / person/s interested to
participate in the current tendering process. This document in its entirety is subject to
copyright laws. Bank of Baroda expects the bidders or any person acting on behalf of
the bidders to strictly adhere to the instructions given in the document and maintain
confidentiality of information. The Bidders will be held responsible for any misuse of
the information contained in the document and liable to be prosecuted by the Bank, in
the event of such circumstances being brought to the notice of the Bank. By
downloading the document, the interested party is subject to confidentiality clauses.
22. Disclaimer
Subject to any law to the contrary, and to the maximum extent permitted by law, the
Bank and its directors, officers, employees, contractors, representatives, agents, and
advisers disclaim all liability from any loss, claim, expense (including, without
limitation, any legal fees, costs, charges, demands, actions, liabilities, expenses or
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disbursements incurred therein or incidental thereto) or damage, (whether foreseeable
or not) (“Losses”) suffered by any person acting on or refraining from acting because
of any presumptions or information (whether oral or written and whether express or
implied), including forecasts, statements, estimates, or projections contained in this
RFP document or conduct ancillary to it whether or not the Losses arises in connection
with any ignorance, negligence, inattention, casualness, disregard, omission, default,
lack of care, immature information, falsification or misrepresentation on the part of the
Bank or any of its directors, officers, employees, contractors, representatives, agents,
or advisers.
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Annexure 01 – Guidelines for bid submission details
Bidders shall mandatory upload following documents signed / digitally signed by their
authorized representative.
1. Guidelines
1.1. Support Details for GeM Portal:
helpdesk-gem@[Link]
Support details of Online Portal facilitator
1800-419-3436; 1800-102-3436
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Bidders to initiate uploading of few primary documents during the start of the tender
submission and any request for help/support required for uploading the documents
/ understanding the system should be taken up with GeM authorities well in
advance.
Bidders should not raise request for extension of time on the last day of submission
due to non-submission of their bids on time as Bank will not be in a position to
provide any support at the last minute as the portal is managed by GeM authorities.
Bidder should not raise request for offline submission or late submission since
ONLINE submission is accepted only.
Partly or incomplete submission of bids by the bidders will not be processed and
will be summarily rejected.
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Annexure 02 – Bid Evaluation Terms
1. Evaluation process
A two bid, 3-stage process is adopted for selection of the Service Provider:
Stage 1 –Eligibility Bid evaluation
Stage 2 - After qualifying the eligibility criteria, the evaluation will be a three stage
process. The stages are:
▪ Technical Bid Evaluation
▪ Commercial Bid Evaluation
▪ Weighted evaluation
During evaluation of the Tenders, the Bank, at its discretion, may ask the Vendor for
clarification in respect of its tender. The request for clarification and the response shall
be in writing, and no change in the substance of the tender shall be sought, offered,
or permitted. The Bank reserves the right to accept or reject any tender in whole or in
parts without assigning any reason thereof. The decision of the Bank shall be final and
binding on all the vendors to this document and bank will not entertain any
correspondence in this regard.
A. Eligibility and Technical Bid Evaluation
Eligibility criterion for the bidder to qualify this stage is clearly mentioned as below.
The Bidder would need to provide valid supporting documents as part of the eligibility
proof. All dates if not specified to be applicable from the date of the RFP.
S. Complied Supporting Documents
No Eligibility Criteria
(Yes/No) Required
A General
Bidder must be a Government
Organization / PSU / PSE / Documentary Proof to be
1 partnership firm / LLP or private / attached (Certificate of
public limited company in India at Incorporation)
least for the last 3 years.
Bidder must not be blacklisted /
debarred by any Statutory, Letter of confirmation (self-
Regulatory or Government certified letter signed by
2
Authorities or Public Sector authorized official of the
Undertakings (PSUs / PSBs) within bidder)
last 2 years from the RFP date.
The Bidder is not from such a Undertaking as per Annexure
country which shares a land border 03 and
with India, in terms of the said Copy of certificate of valid
amendments to GFR, 2017. registration with the
or Competent Authority (If
3
The Bidder is from such a country applicable)
and has been registered with the (signed /Digitally signed
Competent Authority i.e. the documents from authorized
Registration Committee representative of bidder &
constituted by the Department for OSD)
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Promotion of Industry and Internal
Trade, as stated under Annexure
to the said Office Memorandum /
Order and we submit the proof of
registration herewith.
The Bidder to provide information
that any of its subsidiary or
associate or holding company or
companies having common Letter of confirmation (self-
director/s or companies in the certified letter signed by
4
same group of authorized official of the
promoters/management or bidder).
partnership firms/LLPs having
common partners has not
participated in the bid process.
The Bidder to provide an
undertaking on his letter head that
all the requirements highlighted as Letter of confirmation from
5
part of RFP document are covered bidder(self-certified letter)
in totality in the proposal submitted
by the Bidder.
Bidder needs to confirm that they
are not owned or controlled by any
director, or key managerial
personnel, or approver of the
Bank, or their relatives. The terms Supporting Documents
‘control’, ‘director’, ‘key managerial Required: Letter of
personnel’, and ‘relative’ have the confirmation from Bidder (self-
same meaning as assigned under certified letter signed by
the Companies Act, 2013 and the authorized official of the
6
Rules framed thereunder from time bidder) AND Undertaking as
to time. per Annexure 07
Bidder also undertakes to inform (signed/Digitally signed
the Bank in writing if any such documents from authorized
occasion arises in future where representative of bidder
such ownership or control is
exercised by any director, or key
managerial personnel, or approver
of the Bank, or their relatives.
B Financial
The Bidder must have registered
Audited Financial statements
average annual turnover of Rs. 8
for the financial years 2020-
Crores or above during the last
21, 2021-22 and 2022-23.
three completed financial years –
2020-21, 2021-22 and 2022-23
1 Certified letter from the
(Not inclusive of the turnover of
Chartered Accountant clearly
associate companies).
mentioning Turnover, Net
Profit and Net worth. The CA
Below clause is applicable for
certificate in this regard should
bidders who fall under the category
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of Micro & Small Enterprise be without any riders or
(MSEs) or Start-ups (Necessary qualification.
valid documentary proof certifying
the bidder as an MSE or Start-up
needs to be submitted by the
bidder).
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• Training
Client Citation (Maximum 2 references) 10
Total 100
* Technical presentation must fulfill the binding criteria as mentioned in Annexure 13.
Applicable documentary proof to be provided against each criteria.
In case there is only one bidder having technical score of 80% or more, the Bank may,
at its sole discretion, also consider the next highest technical score and qualify such
bidder. In case, none of the participating bidders qualify on technical criteria and reach
or exceed the cut-off score of 80%, then the Bank, at its sole discretion, may qualify
two bidders on the basis of the top two scores. However, the Bank at its discretion
may reject the proposal of the Bidder or will not consider bidder below cutoff marks by
relaxing as mentioned above, if in the Bank’s opinion the bidder could not present or
demonstrate the proposed services/projects as described in the proposal or in case
the responses received from the customer contacts / site visits are negative or the
proposed service/projects/solution does not meet the Bank’s functional and technical
requirement.
C. Commercial Bid Evaluation
The commercial bids of only those bidders who qualify in both eligibility and technical
evaluation will be opened. The date for opening of the commercial bid would be
communicated separately to the technically eligible Bidders. The commercial bid would
be evaluated based on a “Total Cost of Ownership” (‘TCO’) basis. The key
considerations of the TCO would be the total payouts for entire project through the
contract period of 3 years, discounted at 10% to arrive at the present value of the future
cash outflows. The evaluation will be done as follows:
The discounted rate will be calculated on yearly basis based on the formula
A/(1+i/100)n where A= Total Value in each Year; i=10% and n =Year.
The Present Value will be calculated for all components where the payment is
recurring year on year. The Present Value for the component will start from the
year of purchase of that component / start of the services (AMC) and shall be
calculated till the end year of the contract. Further n - number of period will be ‘0’
in the year of purchase of that component / start of the services and subsequently
increased by 1 for subsequent years.
Any component / service for which the payment is a One Time Cost the NPV cost of
the equipment / service for that year will be considered and the relevant year’s NPV
cost will be added as part of the Present Value calculation for that year. Further the
payment of the OTC component / service not being recurring in nature hence the
present value for that component / service will be considered in the year of purchase
only and not in subsequent years.
o Weighted Evaluation:
On the basis of the combined weighted score for technical and commercial evaluation,
the bidders shall be ranked in terms of the total score obtained. The proposal obtaining
the highest total combined score in evaluation of quality and cost will be ranked as H-
1 followed by the proposals securing lesser marks as H-2, H-3 etc. The proposal
securing the highest combined marks and ranked H-1 shall be recommended for
award of contract.
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As an example, the following procedure can be followed:
A score (S) will be calculated for all qualified bidders using the following formula:
𝐂𝐥𝐨𝐰 𝑻
𝐗𝟏𝟎𝟎 + (𝟏 − 𝐗)
𝐂 𝐓𝒉𝒊𝒈𝒉
C stands for discounted rate arrived basis of commercial evaluation;
Clow stands for the lowest discounted rate arrived basis of commercial evaluation.
T stands for technical evaluation score
Thigh stands for the highest technical score achieved by any eligible bidder and
X is equal to 0.30.
Technical [(T/Thigh) [(Clow / C ) x 100] x
Discounted * 0.70 Score (S = A
# Bidder Evaluation 0.30
Rate (C) +B)
Marks (T) (A) (B)
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Annexure 03 – Declaration/ undertaking from bidder regarding applicability of
restrictions on procurement from a bidder of a country which shares a land
border with India as per the order no. 6/18/2019-PPD dated 23rd July 2020 issued
by Ministry of finance department of expenditure
(This letter should be on the letterhead of the Bidder duly signed by an authorized
signatory)
To
Chief General Manager (IT)
Bank of Baroda
Baroda Sun Tower
BandraKurla Complex
Bandra (E), Mumbai 400 051
Sir,
Yours faithfully,
Authorized Signatory
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Name:
Designation:
Bidder’s Corporate Name
Address
Email and Phone #
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Annexure 04 – Bid Security / Earnest Money Deposit (EMD) Details
(Bidder need to provide the Transaction Details of Bid Security (EMD) (in case paid
through electronic mode)
To,
Chief General Manager (IT)
Bank of Baroda
Baroda Sun Tower
Bandra Kurla Complex
Bandra (E), Mumbai 400 051
Sir,
Sub: Request for Proposal (RFP) for selection of technology partner for
ISO22301:2019 certification for Business Continuity Management System.
Yours faithfully,
Authorized Signatory
Name:
Designation:
Bidder’s Corporate Name
Address
Email and Phone #
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Annexure 05 – Bid Security Form (Bank Guarantee)
(Pro forma for Bank Guarantee in lieu of EMD - Bidder need to provide the Bank Guarantee
in following format in lieu of Bid Security Transaction)
To, Date:
Bank of Baroda
…………………..
Dear Sir,
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13. We further agree and undertake to pay you the amount demanded by you in writing
irrespective of any dispute or controversy between you and the VENDOR.
14. Notwithstanding anything contained herein above;
i)our liability under this Guarantee shall not exceed Rs...............................................(
Rupees.........................................only) ;
ii) This Bank Guarantee shall be valid up to and including the date ............. and
iii) We are liable to pay the guaranteed amount or any part thereof under this Bank
Guarantee only and only if you serve upon us a written claim or demand on or before the
expiry of this guarantee.
15. We have the power to issue this Bank Guarantee in your favour under the Memorandum
and Articles of Association of our Bank and the undersigned has full power to execute this
Bank Guarantee under the Power of Attorney issued by the Bank.
1 VENDOR SHOULD ENSURE THAT THE SEAL & CODE NO. OF THE SIGNATORY IS
PUT BY THE BANKERS, BEFORE SUBMISSION OF BG.
2 STAMP PAPER IS REQUIRED FOR THE BG ISSUED BY THE BANKS LOCATED IN
MUMBAI.
3 BANK GUARANTEE IF SUBMITTED, SHOULD BE ACCOMPANIED WITH COPY OF
THE SFMS TRANSMITTED AT THE TIME OF ISSUE OF BANK GUARANTEE. AS PER
IBA NOTIFICATION NO. PS&BT/GOVT/2305 DATED 16-MAR-2016 ALONG WITH
MINISTRY OF FINANCE, GOVERNMENT OF INDIA CIRCULAR [Link].7/112/2011-BOA
DATED 08-MAR-2016 WITH RESPECT TO SENDING BANK GUARANTEE ADVICES
THROUGH STRUCTURED FINANCIAL MESSAGING SYSTEM (SFMS), IT IS
NECESSARY TO CONFIRM THE AUTHENTICITY OF THE BANK GUARANTEES (BG)
BY SFMS MESSAGE. THE SFMS SHOULD BE SENT TO FOLLOWING BRANCH:
BRANCH NAME & ADDRESS: BANK OF BARODA, BKC BRANCH, C-26, G-BLOCK,
BARODA CORPORATE CENTER, BANDRA EAST, MUMBAI-400051
IFSC CODE: BARB0BANEAS (FIFTH LETTER IS “ZERO”)
4 VENDOR SHOULD ENSURE THAT THE BANK GUARANTEE SHOULD CONTAIN ALL
TERMS & CONDITIONS AS PER THIS FORMAT. BANK GUARANTEE SUBMITTED
WITH ANY RIDER OR DEVIATION TO THE STIPULATED TERMS & CONDITIONS WILL
NOT BE ACCEPTED.
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Annexure 06 – Bid Security Declaration by Bidder
To,
Chief General Manager (IT)
Bank of Baroda
Baroda Sun Tower
Bandra Kurla Complex
Bandra (E), Mumbai 400 051
Sir,
Sub: Request for Proposal (RFP) for selection of technology partner for
ISO22301:2019 certification for Business Continuity Management System.
1. I/We, the undersigned, declare that M/s………..is a Private / Public limited
company are eligible for exemption from Bid Security (EMD) as per the GeM GTC
or we fall under category of Micro and Small Enterprise and the copy of registration
certificate issued by NSIC/DIPP for Micro and Small Enterprises (MSE) / Startups
which are valid on last date of submission of the tender documents are enclosed.
2. I/We understand that, according to your conditions, bids must be supported by a
Bid Securing Declaration as per Rule 170 of General Financial Rules (GFRs) 2017
by Micro and Small Enterprises (MSEs).
OR
2A. As per the RFP / Bid no: ……..floated for …….. at para no: ………. a Bid
Declaration Form in lieu of Bid Security is required to be submitted by me/ as per
Rule 170 of General Financial Rules (GFRs)2017 by Micro and Small Enterprises
(MSEs).
3. I/We accept that I/We may be disqualified from bidding for any contract with you
for a period of 6 months from the date of notification if I am /We are in a breach of
any obligation under the bid conditions, because I/We
a) Have withdrawn/modified/amended, impairs or derogates from the tender,
my/our Bid during the period of bid validity specified in the form of Bid; or
b) Having been notified of the acceptance of our Bid by the purchaser during the
period of bid validity (i) fail or reuse to execute the contract, if required, or (ii)
fail or refuse to furnish the Performance Security, in accordance with the
Instructions to Bidders.
4. I/We understand this Bid Securing Declaration shall cease to be valid if I am/we
are not the successful Bidder, upon the earlier of (i) the receipt of your notification
of the name of the successful Bidder; or (ii) thirty days after the expiration of the
validity of my/our Bid.
5. I/We declare that I am the authorized person of ………………to make the
declaration for and on behalf of ………… Letter of Authority for executing
declaration is enclosed
Signed: (insert signature of person whose name and capacity are shown)
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in the capacity of : (insert legal capacity of person signing the Bid Securing
Declaration)
Name: (insert complete name of person signing he Bid Securing Declaration)
Duly authorized to sign the bid for an on behalf of (insert complete name of Bidder)
Dated on _____________ day of ___________________ (insert date of signing)
Corporate Seal (where appropriate)
(Note: in case of a Joint Venture, the Bid Securing Declaration must be in the name of
all partners to the Joint Venture that submits the Bid)
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Annexure 07 – Undertaking from the Bidder
To
Chief General Manager (IT)
Bank of Baroda
Baroda Sun Tower
Bandra Kurla Complex
Bandra (E), Mumbai 400 051
Sir,
Sub: Request for Proposal (RFP) selection of technology partner for
ISO22301:2019 certification for Business Continuity Management System.
1. Having examined the Tender Documents including all Annexures and Appendices,
the receipt of which is hereby duly acknowledged, we, the undersigned offer to
supply, deliver, implement and commission ALL the items mentioned in the
‘Request for Proposal’ and the other schedules of requirements and services for
your bank in conformity with the said Tender Documents in accordance with the
schedule of Prices indicated in the Price Bid and made part of this Tender.
2. If our Bid is accepted, we undertake to comply with the delivery schedule as
mentioned in the Tender Document.
3. All ‘Bill of Material’ line items have been quoted as per requirement in Commercial
Bid format without any deviation.
4. Masked Commercial Bid (Annexure 11) and Commercial Bid (Annexure 12) have
been submitted without any deviation. Bill of Materials which have been marked in
the masked Commercial Bid is as per the submitted Commercial Bid without any
deviation.
5. We agree to abide by this Tender Offer for 180 days from date of bid opening and
our Offer shall remain binding on us and may be accepted by the Bank any time
before expiry of the offer.
6. This Bid, together with your written acceptance thereof and your notification of
award, shall constitute a binding Contract between us.
7. a) We undertake that in competing for and if the award is made to us, in executing
the subject Contract, we will strictly observe the laws against fraud and corruption
in force in India namely “Prevention of Corruption Act 1988”.
(b) Commission or gratuities, if any paid or to be paid by us to agents relating to
this Bid and to Contract execution, if we are awarded the Contract are listed
below.
i. Name and Address of the Agent - ………………………(please specify NA if not
applicable)
ii. Amount and Currency in which Commission paid / payable - …………..(please
specify NA if not applicable)
iii. Purpose of payment of Commission (If commission is not paid / not payable
indicate the same here) - ……………………………….(please specify NA if not
applicable)
8. We agree that the Bank is not bound to accept the lowest or any Bid the Bank may
receive.
9. We certify that we have provided all the information requested by the bank in the
format requested for. We also understand that the bank has the exclusive right to
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reject this offer in case the bank is of the opinion that the required information is
not provided or is provided in a different format.
Yours faithfully,
Authorized Signatory
Name:
Designation:
Bidder’s Corporate Name
Address
Email and Phone #
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Annexure 08 – Pre-Bid Queries Form
(Please note that all pre-bid queried need to be send by email in excel format only)
[Please provide your comments on the Terms & conditions in this section. You are
requested to categorize your comments under appropriate headings such as those
pertaining to the Scope of work, Approach, Work plan, Personnel schedule,
Curriculum Vitae, Experience in related projects etc. You are also requested to provide
a reference of the page number, state the clarification point and the comment/
suggestion/ deviation that you propose as shown below.]
Authorized Signatory
Name:
Designation:
Vendor’s Corporate Name
Address
Email and Phone #
Date:
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Annexure 09 – Conformity Letter
(This letter should be on the letterhead of the Bidder duly signed by an
authorized signatory)
To
Chief General Manager (IT)
Bank of Baroda
Baroda Sun Tower
Bandra Kurla Complex
Bandra (E), Mumbai 400 051
Sir,
Authorized Signatory
Name:
Designation:
Bidder’s Corporate Name
Address
Email and Phone #
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Annexure 10 – Project Details Scope of Work
A. Project Scope
Bank of Baroda is one of the largest Public Sector Bank (PSU) in India with a branch
network of over 8200 branches in India and over 95 overseas branches/offices
distributed in 15+ countries.
The Bank has its Datacenters located in Mumbai and Hyderabad. The Bank maintains
its Data Center business continuity by adhering to best practices of the current industry
standards. To formally recognize these practices, Bank of Baroda aims to achieve ISO
22301:2019 certification for the business continuity of its Data Centers (DC-DR
failover).
The successful bidder shall undertake a comprehensive risk assessment of the entire
business processes for data center BCMS including People, Processes, Products, and
Partners that will include but not limited to Information Security policies, sub-policies,
procedures, business continuity plan, information and security controls, process,
services, and associated guidelines and procedures operationalized in Bank. The
Bidder should also perform a comprehensive business impact assessment & review
of controls and control objectives already implemented and provide necessary
recommendations for addition/ modification required in the existing controls
implemented.
The high-level objective is to certify the data center's business continuity plan for
natural disasters, cyberattacks, or any unforeseen events, with a focus on information
security and other critical controls. The Bidder is expected to:
1. Study of present Setup and Gap Analysis in line with ISO 22301 (Phase 1)
a. Conduct meetings/interviews with teams to assess all aspects of Disaster
Recovery and DC-DR failover processes.
b. Prepare a detailed gap analysis report in line with ISO 22301, including best
industry practices not covered under ISO 22301 guidelines (if any).
c. Identify and record all critical information assets mapped with organizational
processes along with maximum tolerable downtime (MTD).
d. Conduct risk assessments and business impact assessments. Provide a risk
treatment plan to meet recovery time objective (RTO) and recovery point
objective (RPO).
e. Identify and document risks and gaps for implementing requirements across
bank processes.
f. The bidder should develop policy, procedure guidelines and standard templets
in line with ISO 22301.
g. The bidder needs to identify functional areas and processes to be covered in
the scope of BCM and document the scope of BCM as per ISO 22301:2019
certification requirement.
h. Develop a detailed ISO 22301:2019 certification plan with appropriate project
milestones based on the scope.
i. The bidder shall propose BCM framework and governance structure in
alignment of the business goals.
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j. The bidder needs to prepare a BCM Charter for the project including detailed
execution plan, escalation matrix, and status reporting formats.
k. The bidder needs to review Bank’s Business Continuity Management Policy.
Suggest improvements if any.
2. Recommendations and implementation (Phase 1)
a. The bidder should suggest a plan to implement the recommendations to
bridge the identified gaps over the existing set of processes.
3. Training (Phase 2)
a. General BCMS awareness program onsite to cover all employees of the
organization (in 2 sessions).
b. Specific ISO 22301:2019 implementation training & certification program for
BCM & Members (5 Participants).
4. Readiness Review (Phase 2)
a. The bidder should perform implementation/readiness review to check
compliance with gap analysis report and submit the compliance report to the
Bank.
b. Assist in providing minimum 2 table-top exercises for 5 different disaster
scenarios based on threats & risk aligned to organizational context / process /
environment.
c. Conduct one comprehensive / full scale BCP execution for any 2 selected
critical applications.
d. Conduct internal audit of designed Data Center BCMS & its implementation
aligned to achieve compliance towards latest ISO 22301:2019 standard.
e. Audit Report to list the identified nonconformities and gaps was submitted to
the Bank. The Bank team to submit a corrective action plan for closing the
gaps and nonconformities.
f. Post internal audit, bidder to prepare a comprehensive report on the status of
implemented BCMS.
5. Appraisals & ISO 22301 Certification (Phase 3)
a. Bidder to arrange for the certification audit. If third party assessment/ audit is
required for the certification then Bidder need to arrange for the same.
b. Bidder to help Bank Team to prepare for the Third-Party Certification Body
Audit. Bidder to extend all necessary help and support to the Bank team during
the certification audit conducted by the Certification Body.
c. Post Certification Bidder to help the Bank maintain the certification for 3 years
and arrange to conduct surveillance audit for Year 2 & Year 3.
6. Deliverables
Successful bidder should provide the following items time to time during
implementation of ISO 22301 Certification:
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Phase 1:
All documents required to ensure compliance with ISO 22301:2019 latest standard
should be prepared by the bidder in consultation with the Bank. Below are few of the
listed documents but not limited as there may be other documents / content that needs
to be prepared for standard compliance:
• BCM policy & objective document
• Business Continuity Procedures
• Organizational Context Document
• Risk Assessment Methodology Documents & Results Report
• BCMS Scope Document
• Incident/ Crisis Response Plan & Manual
• Business Continuity Strategy Document
• Business Impact Assessment (BIA) Methodology document
• BIA Reports
• Development of documentation from ISO 22301 implementation, disaster
recovery plan
• Business Continuity Plan (BCP), Roles and Responsibility & IT Disaster
Recovery Plan
• Procedure for Document & Record Control
• Procedure for taking corrective / preventive action.
• BCM performance Metrics
• Regulatory and Legal Compliance Report
• Procedure for conducting Internal Audits
• Competence and Training Records
The Bank will sign off on the deliverables, including required documents, only after a
thorough review. If any gap is observed in the deliverables, the bidder must address
and resubmit the deliverable.
Phase 2
o Determining Appraisal sample and identifying interview participants for
assessment.
o Conduct trainings related to ISO and also provide training material
o Conduct training assessment report and participation certificate of team
members and provide training material.
o Implementation spot check report with compliance status and actions.
o Share progress report on the ISO implementation every fortnight
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o Framework and procedures for ISO related activities under the scope. In cases
of significant noncompliance, establish a mechanism to resolve audit
observations.
o Share Spot Check and readiness review reports
o Pre appraisal plan and pre appraisal findings reports.
o Pre appraisal finding closure report which should be mapped with required
evidences as per Benchmark appraisal planning.
o Benchmark appraisal plan and readiness review report.
o ISO Appraisal method for Process Improvement Assessment Reports
o ISO Appraisal Method for Process Improvement Certificate
Phase 3
Certification
B. Delivery SLA and Delivery
The delivery, SLA and Payment will be governed as below:
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S. Particular Timelines Payment SLA
No.
1 Study of present setup and 10 weeks from the 30% of ISO 22301:2019 certification @ 0.5% of ISO 22301:2019
delivery the details gap date of PO cost plus applicable tax after delivery of certification cost inclusive of
analysis report & agreed deliverables in the form of Sign all taxes, duties, levies etc.,
recommendations along with off which should be signed by both per week or part thereof, for
supporting documentation Bank’s identified Project Manager & late deliverables beyond due
and other Phase 1 vendor representative delivery date
Deliverables
2 Readiness review, training 15 weeks from the @ 0.5% of ISO 22301:2019
30% of ISO 22301:2019 certification
and other phase 2 completion of certification cost inclusive of
cost plus applicable tax after delivery of
deliverables. Phase 1. all taxes, duties, levies etc.,
agreed deliverables in the form of Sign
(Considering the per week or part thereof, for
off which should be signed by both
recommendations late deliverables beyond due
Bank’s identified Project Manager &
are implemented delivery date
vendor representative
by the Bank in 12
weeks.
3 Registration and loyalty fee to 2 weeks from the 100% of registration and loyalty fee to
be paid to ISO. completion of be paid to ISO on actual plus applicable
readiness review. tax in advance on confirmation from
Bank’s project Manager.
4 Appraisals & Certification of 4 weeks from the 40% of CMMI Dev certification cost plus @ 0.5% of ISO 22301:2019
ISO 22301 and Phase 3 completion of applicable tax on obtaining the CMMI certification cost inclusive of
Deliverables registration certification. all taxes, duties, levies etc.,
process. per week or part thereof, for
late deliverables beyond due
delivery date attributed to
Bidder’s dependencies.
Delays caused by
dependency on the ISO will
be exempt from this penalty
and will not be considered for
the SLA calculations.
5 Certificate Maintenance Cost Yearly 100% of the yearly certificate
@ 0.5% of ISO 22301:2019
maintenance cost plus applicable taxes
Maintenance & Surveillance
to be paid against sign off report which
Audit cost for that year
should be signed by both Bank’s
inclusive of all taxes, duties,
identified Project Manager & vendor
levies etc., per week or part
representative thereof, for late deliverables
beyond due delivery date
SLA is capped to a maximum of 5% of the project cost. If SLA exceeds 5% of the project cost, Bank of Baroda reserves the right to
cancel the entire order.
Any delay due to the Bank’s dependency will not be considered under Service Provider’s scope and will be excluded for the delay
calculation. However, in this regards, Service Provider need to obtain proper certificate from Bank’s project Manager.
The vendor must accept the payment terms proposed by the Bank. The commercial bid submitted by the vendors must be in
conformity with the payment terms proposed by the Bank. Any deviation from the proposed payment terms would not be accepted.
The Bank shall have the right to withhold any payment due to the vendor, in case of delays or defaults on the part of the vendor. Such
withholding of payment shall not amount to a default on the part of the Bank. If any of the items / activities as mentioned in the price
bid is not taken up by the bank during the course of the assignment, the bank will not pay the cost of such items and professional
fees quoted by the vendor in the price bid against such activity / item.
The Payment will be released by Bank as per above payment terms on submission of mentioned supporting documents.
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The Bank will pay invoices within a period of 30 days from the date of receipt of accepted invoices. Any dispute regarding the invoice
will be communicated to the selected vendor within 15 days from the date of receipt of the invoice. After the dispute is resolved, Bank
shall make payment within 30 days from the date the dispute stands resolved. There shall be no escalation in the prices once the
prices are fixed and agreed to by the Bank and the vendors. But, any benefit arising out of any subsequent reduction in the prices
due to reduction in duty & taxes after the prices are fixed and before the delivery should be passed on to the Bank.
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Annexure 11 – Masked Commercial Bid
(Amount in Rs.)
S. Particular Total
No.
1 Total Cost for ISO 22301:2019 certification as per the Scope 0.00
(Assessment, Gap reports, Recommendations, Implementation
support, Training, Certification and other deliverables)
2 Certificate Maintenance & Surveillance Audit Cost for Year 2 0.00
3 Certificate Maintenance & Surveillance Audit Cost for Year 3 0.00
Note:
Please ensure that this Annexure 12 Commercial bid is not uploaded with the
Technical bid as it will be opened during commercial bid evaluation in second
stage. In case any commercial details are found in the eligibility cum technical
bid document set, entire bid is liable to be rejected.
Bidder not to quote Cost of registration and Loyalty fee to be paid to ISO in the
commercial bid. ISO registration and Loyalty fee will be paid by the Bank on
actual basis.
Further, we confirm that we will abide by all the terms and conditions mentioned above
& in the tender document.
We hereby undertaking to the bank to comply with the secrecy provision pursuant to
provision of Banking Regulation Act, 1949 and other applicable laws. Further, we
confirm that we will abide by all the terms and conditions mentioned above & in the
tender document.
Authorized Signatory
Name:
Designation:
Vendor’s Corporate Name
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Annexure 12 – Commercial Bid
(Amount in Rs.)
S. Particular Total
No.
1 Total Cost for ISO 22301:2019 certification as per the Scope 0.00
(Assessment, Gap reports, Recommendations, Implementation
support, Training, Certification and other deliverables)
2 Certificate Maintenance & Surveillance Audit Cost for Year 2 0.00
3 Certificate Maintenance & Surveillance Audit Cost for Year 3 0.00
Note:
Please ensure that this Annexure 12 Commercial bid is not uploaded with the
technical bid as it will be opened during commercial bid evaluation in second
stage. In case any commercial details are found in the eligibility cum technical
bid document set, entire bid is liable to be rejected.
Bidder not to quote Cost of registration and Loyalty fee to be paid to ISO in the
commercial bid. ISO registration and Loyalty fee will be paid by the Bank on
actual basis.
Further, we confirm that we will abide by all the terms and conditions mentioned above
& in the tender document.
We hereby undertaking to the bank to comply with the secrecy provision pursuant to
provision of Banking Regulation Act, 1949 and other applicable laws. Further, we
confirm that we will abide by all the terms and conditions mentioned above & in the
tender document.
Authorized Signatory
Name:
Designation:
Vendor’s Corporate Name
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Annexure 13 – Binding Criteria for Technical Presentation
The following criteria must be adhered to by all bidders, in connection with the
technical presentations during the bid selection process:
• At least one senior representative from bidder’s organization should be
present in the technical presentations
• Complete soft copies of the presentation materials should be shared with the
Bank before the presentation.
• The Bank will expect and demand that the key personnel showcased by the
vendor in the technical presentation should be the same ones that actively drive
the project execution.
• Bidders must strictly adhere to the time slots provided to them for the
technical presentation, allowing ample time and scope for question-answers.
• Focus of the presentation should be on the specifics of the approach /
methodology being proposed for the Bank.
• Both technical and administrative aspects of the project should be given
suitable coverage.
• All aspects of requirements in the RFP should be covered in the presentation.
• All RFP requirements that are not covered by the proposed plan, or not
adhered to, should be clearly brought out in the technical presentation, along
with reasons / justification on why they will not be covered.
• Any assumption, if taken in the response to RFP document should be clearly
brought out in the technical presentation, along with the justification.
• Bank’s evaluation and scoring on all aspects including technical presentation
are final and non-negotiable.
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Annexure 14 – Performance Guarantee
BANK GUARANTEE
(FORMAT OF PERFORMANCE BANK GUARANTEE)
To
Chief General Manager (IT)
Bank of Baroda
Baroda Sun Tower
Bandra Kurla Complex
Bandra (E), Mumbai 400 051
AND WHEREAS, in terms of the conditions as stipulated in the PO and the Request
for Proposal document No. …………………. Dated …………………….. for
………………………… …………………………………………………………………….
(hereinafter referred to as “RFP”), the Bidder is required to furnish a Performance Bank
Guarantee issued by a Public Sector Bank/ schedule commercial bank in India other
than the Bank of Baroda in your favour for Rs……………………./- towards due
performance of the contract in accordance with the specifications, terms and
conditions of the purchase order and RFP document (which guarantee is hereinafter
called as "BANK GUARANTEE").
AND WHEREAS the Bidder has approached us for providing the BANK GUARANTEE.
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Annexure 15 – Integrity Pact
PRE CONTRACT INTEGRITY PACT
(TO BE STAMPED AS AN AGREEMENT ON NONJUDICIAL STAMPED PAPER)
This pre-bid pre-contract Agreement (hereinafter called the Integrity Pact) is made on
______ day of _______ month, 20____,
Between,
BANK OF BARODA, a body corporate constituted under the provisions of Banking
Companies (Acquisition and Transfer of Undertakings) Act, 1970 and having its
Corporate Office at Baroda Corporate Centre, C-26, G-Block, Bandra-Kurla Complex,
Bandra East, Mumbai 400051 (hereinafter referred to as “BOB”; which expression
shall, unless it be repugnant to the meaning or context thereof, be deemed to mean
and include its successors and assigns);
And
..................................................hereinafter referred to as "The Bidder"
Preamble
BOB is a one of the nationalized PSU Bank having its presence through its 8100+ of
number of branches and 95+ administrative offices throughout India and 15+ overseas
territories. BOB is committed to fair and transparent procedure in appointing of its
outsource service providers / vendor.
The BOB intends to appoint/ select, under laid down organizational procedures,
contract/ s for............................................. The BOB values full compliance with all
relevant laws of the land, rules, regulations, economic use of resources and of fairness
/ transparency in its relations with its Bidder(s) and / or Bidder(s).
In order to achieve these goals, the BOB will appoint Independent External Monitors
(IEM) who will monitor the tender process and the execution of the contract for
compliance with the principles mentioned above.
Place--------------
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Date--------------
Witness1:
(Name & Address) _______________________________________
Witness2:
(Name & Address) _____________________________________________
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Annexure 16 – SERVICE LEVEL AND NON DISCLOSURE AGREEMENT FORMAT
This Agreement is made in Mumbai this………. Day of ………….. 20... by and between
BANK OF BARODA, body corporate constituted under the Banking Companies
[Acquisition & Transfer of Undertakings] Act 1970 having its Head Office at Mandvi,
Baroda and Corporate Office at Baroda Corporate Centre, C-26, G-Block,
BandraKurla Complex, Bandra (East), Mumbai- 400051, hereinafter for brevity sake
referred to as “Bank” (which expression shall, unless repugnant to the context or
meaning, include its successors and assigns) of the one Part;
AND
________________________, a company incorporated under the Companies Act
1956/ 2013, India, having its registered office at
_____________________________________________________, hereinafter
referred to as “the Service Provider” (which expression shall, unless repugnant to the
context and meaning thereof include its subsidiaries, affiliates, successors and
permitted assigns) of the other Part,
(Bank and the Service Provider hereinafter are individually referred to as “Party” and
collectively as “Parties”)
WHEREAS
Bank of Baroda is one of the largest public sector banks (PSU) in India with a branch
network of over 8100+ branches in India and 95+ branches/ offices overseas including
branches of our subsidiaries, distributed in 15+ countries. Bank desires to select a
Service Provider for
__________________________________________________________________
(RFP Name).
In response to RFP / Bid no ------------------------- dated --------------------------- issued by
Bank, the Service Provider also submitted its offer and has represented that it is
engaged in the business of Supply, Installation & Maintenance of External Storage
Arrays. It further represented to Bank that it has the requisite skill, knowledge,
experiences, experts, staff and capability to provide required service to Bank. Relying
on representations of Service Provider and other applicable criteria, Service Provider
was declared as a successful bidder in the RFP evaluation process. Accordingly Bank
has issued a -------------------------------------------------------------.
It was a condition in the RFP that the Parties would enter into a Service Level and
Non Disclosure Agreement which shall include all the services and terms and
conditions of the services to be extended as detailed here in.
NOW, THEREFORE, THIS AGREEMENT WITNESSETH AS FOLLOWS
1. DEFINITIONS
(i) Bank, BOB means ‘Bank of Baroda’
(ii) Recipient, Respondent, Bidder, service provider, means the respondent to the
RFP document
(iii) RFP means the Request For Proposal document
(iv) Proposal, Bid means “Response to the RFP Document”
(v) Recipient, Respondent, Vendor, Bidder, SI (System Integrator) means the
respondent to the RFP document
(vi) Support means Support & Services to be provided as part of the Scope of Work
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(vii) SLA means Service level Agreement
(viii) AMC means Annual Maintenance Contract
(ix) MSP means Managed Service Provider of the Bank for Data Centre
(x) Original Platform Developer (OPD)
(xi) Annual Technical Support (ATS)
(xii) Application Programming Interface (API)
(xiii) Banking, Financial services and Insurance (BFSI)
(xiv) Central Vigilance Commission (CVC)
(xv) Customer Relationship Management (CRM)
(xvi) Data Center (DC)
(xvii) Data Recovery (DR)
(xviii) Earnest Money Deposit (EMD)
(xix) One Time Cost (OTC)
(xx) Proof of Concept (POC)
(xxi) Single Person of Contact (SPOC)
(xxii) Original Software Developer (OSD)
(xxiii) Total Cost of Ownership (TCO)
(xxiv) Bill of Material (BOM)
2. TERM
This Agreement shall come into force on ___________ and shall be in force and effect
for a period ----------------, unless Bank terminates the Agreement by giving a prior
written notice of 30 days as per the terms of this Agreement.
3. SCOPE OF SERVICE
The Service Provider agrees to perform the services as part of the scope of this
engagement including but not limited to as mentioned in Schedule I of this Agreement.
BOB reserves its right to change the scope of the services considering the size and
variety of the requirements and the changing business & security conditions
/environment with mutual consent.
4. STANDARDS
All standards to be followed will adhere to Bureau of Indian Standards (BIS)
specifications or other acceptable standards.
5. Code of Ethics
M/s __________, (Vendor/Service Provider/Supplier/ Consultant/Contractor) agrees
to comply with the Bank’s Code of Ethics, available on the Bank’s
website>Shareholder’s Corner> Policies/Codes> Our Code of Ethics, during the
validity period of this agreement/contract
6. Contract Period
(Terms mentioned in the RFP)
7. DELIVERY
(Terms mentioned in the RFP)
8. Transportation and Insurance
(Terms mentioned in the RFP)
9. Pre-shipment Inspections
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(Terms mentioned in the RFP)
10. Project Details Scope of Work
(Terms mentioned in the RFP)
11. Warranty
(Terms mentioned in the RFP)
12. DOCUMENTATION
The Service Provider shall supply all necessary documentation for the training, use
and operation of the system. This will include at least one set of original copies per
installation of the user manuals, reference manuals, operations manuals, and system
management manuals in English/Hindi.
13. SINGLE POINT OF CONTACT & DIRECT SUPPORT
(Please incorporate following details – Name, designation, address, email address,
telephone /mobile No.)
Escalation matrix for support should also be provided with full details.
14. PAYMENT TERMS
(Terms mentioned in the RFP)
15. SET-OFF
Without prejudice to other rights and remedies available to Bank, Bank shall be
entitled to set-off or adjust any amounts due to Bank under this clause from the Service
Provider against payments due and payable by Bank to the Service Provider for the
services rendered.
The provisions of this Clause shall survive the termination of this Agreement.
16. COVENANTS OF THE SERVICE PROVIDER
The Service Provider shall deploy and engage suitably experienced and competent
personnel as may reasonably be required for the performance of the services. During
the currency of this Agreement, the Service Provider shall not substitute the key staff
identified for the services mentioned in this Agreement.
The Service Provider shall forthwith withdraw or bar any of its employee/s from the
provision of the services if, in the opinion of BANK:
(i) The quality of services rendered by the said employee is not in accordance
with the quality specifications stipulated by BANK; or
(ii) The engagement or provision of the services by any particular employee is
prejudicial to the interests of BANK.
All employees engaged by the Service Provider shall be in sole employment of the
Service Provider and the Service Provider shall be solely responsible for their
salaries, wages, statutory payments etc. That under no circumstances shall BANK
be liable for any payment or claim or compensation (including but not limited to
compensation on account of injury/death/termination) of any nature to the employees
and personnel of the Service Provider.
The Service Provider:
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i. shall be responsible for all negotiations with personnel relating to salaries and
benefits, and shall be responsible for assessments and monitoring of
performance and for all disciplinary matters.
ii. shall not knowingly engage any person with a criminal record/conviction and
shall bar any such person from participating directly or indirectly in the provision
of services under this Agreement.
iii. shall at all times use all reasonable efforts to maintain discipline and good order
amongst its personnel.
iv. shall not exercise any lien on any of the assets, documents, instruments or
material belonging to BANK and in the custody of the Service Provider for any
amount due or claimed to be due by the Service Provider from BANK.
v. shall regularly provide updates to BANK with respect to the provision of the
services and shall meet with the personnel designated by BANK to discuss
and review its performance at such intervals as may be agreed between the
Parties.
vi. shall be responsible for compliance of all laws, rules, regulations and
ordinances applicable in respect of its employees, sub-contractors and agents
(including but not limited to code of Wages Act, Provident Fund laws,
Workmen's Compensation Act) and shall establish and maintain all proper
records including, but not limited to, accounting records required by any law,
code, practice or corporate policy applicable to it from time to time, including
records and returns as applicable under labour legislations.
vii. shall not violate any proprietary and intellectual property rights of BANK or any
third party, including without limitation, confidential relationships, patent, trade
secrets, copyright and any other proprietary rights in course of providing
services hereunder.
viii. shall ensure that the quality and standards of materials and services to be
delivered or rendered hereunder, will be of the kind, quality and timeliness as
designated by the BANK and communicated to the Service Provider from time
to time.
ix. shall not work in a manner which, in the reasonable opinion of BANK , may be
detrimental to the interests of BANK and which may adversely affect the role,
duties, functions and obligations of the Service Provider as contemplated by
this Agreement.
x. shall be liable to BANK for any and all losses of any nature whatsoever arisen
directly or indirectly by negligence, dishonest, criminal or fraudulent act of any
of the representatives and employees of the Service Provider while providing
the services to the BANK.
xi. shall itself perform the obligations under this Agreement and shall not assign,
transfer or sub-contract any of its rights and obligations under this Agreement
except with prior written permission of BANK.
17. CONFIDENTIALITY
The Service Provider acknowledges that in the course of performing the obligations
under this Agreement, it shall be exposed to or acquire information of the bank, which
the Service Provider shall treat as confidential.
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a. All BOB’s product and process details, documents, data, applications, software,
systems, papers, statements and business / customer information which may be
communicated to or come to the knowledge of Service Provider or Service Provider’s
employees during the course of discharging their obligations shall be treated as
absolutely confidential and Service Provider irrevocably agrees and undertakes and
ensures that Service Provider and its employees shall keep the same secret and
confidential and not disclose the same, in whole or in part to any third party without
prior written permission of BOB. The Service Provider shall not use or allow to be used
any information other than as may be necessary for the due performance by Service
Provider of its obligations hereunder.
b. Service Provider shall not make or retain any copies or record of any Confidential
Information submitted by BOB other than as may be required for the performance of
Service Provider.
c. Service Provider shall notify BOB promptly of any unauthorized or improper use or
disclosure of the Confidential Information.
d. Service Provider shall return all the Confidential Information that is in its custody,
upon termination / expiry of this Agreement. Also so far as it is practicable Service
Provider shall immediately expunge any Confidential Information relating to the
projects from any computer, word processor or other device in possession or in the
custody and control by Service Provider or its affiliates.
e. Service Provider shall extent practicable, immediately furnish a certificate signed by
its director or other responsible representative confirming that to the best of his/her
knowledge, information and belief, having made all proper enquiries the requirements
of this paragraph have been fully complied with.
f. Service Provider hereby unconditionally agrees and undertakes that it and its
employees shall not disclose the terms and conditions of the engagement Agreement/
Work Order or any other oral or written information which may contain, hold or bear
confidential information or disclose the information submitted by BOB under any other
Agreement to any third party unless such disclosure is mandatorily required by law or
if it is required necessarily to be disclosed to any other agency/subcontractor or the
like for the purpose of performing any of its obligations under the contract.
However the Confidential Information will not be limited to the information mentioned
above but not include the following as Confidential Information:
i. Without breach of these presents, has already become or becomes and/or
hereinafter will become part of the public domain;
ii. Prior to the disclosure by BOB was known to or in the possession of the Service
Provider at the time of disclosure ;
iii. Was disclosed or parted with the prior consent of BOB;
iv. Was acquired by Service Provider from any third party under the conditions such
that it does not know or have reason to know that such third party acquired directly or
indirectly from BOB.
• The Service Provider agrees to take all necessary action to protect the
Confidential Information against misuse, loss, destruction, deletion and/or
alteration. It shall neither misuse or permit misuse directly or indirectly, nor
commercially exploit the Confidential Information for economic or other benefit.
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• In any dispute over whether information or matter is Proprietary Information or
not mentioned herein, it shall be the burden of Service Provider to show that
such contested information or matter is not Proprietary Information within the
meaning of this Agreement, and that it does not constitute violation under any
laws for the time being enforced in India.
Notwithstanding above, bob shall take all the reasonable care to protect all the
confidential information of service provider delivered to BOB while performing of
the services.
The confidentiality obligations shall survive the expiry or termination of the Agreement
between the Service Provider and the Bank.
18. INDEMNITY
The Service Provider shall indemnify the Bank, and shall always keep indemnified and
hold the Bank, its employees, personnel, officers, directors, (hereinafter collectively
referred to as “Personnel”) harmless from and against any and all losses, liabilities,
claims, actions, costs and expenses (including attorneys' fees) relating to, resulting
directly or indirectly from or in any way arising out of any claim, suit or proceeding
brought against the Bank as a result of:
• Bank’s authorized / bona fide use of the Deliverables and /or the Services
provided by Service Provider under this Agreement; and/or
• an act or omission of the Service Provider and/or its employees, agents, sub-
contractors in performance of the obligations under this Agreement; and/or
• claims made by employees or subcontractors or subcontractors’ employees,
who are deployed by the Service Provider, against the Bank; and/or
• claims arising out of employment, non-payment of remuneration and non-
provision of statutory benefits by the Service Provider to its employees, its
agents, contractors and sub-contractors
• breach of any of the term of this Agreement or breach of any representation or
false representation or inaccurate statement or assurance or covenant or
warranty of the Service Provider under this Agreement; and/or
• any or all Deliverables or Services infringing any patent, trademarks, copyrights
or such other Intellectual Property Rights; and/or
• breach of confidentiality obligations of the Service Provider contained in this
Agreement; and/or
• Negligence or gross misconduct attributable to the Service Provider or its
employees or sub-contractors.
The Service Provider shall at its own cost and expenses defend or settle at all point of
time any claim against the Bank that the Deliverables and Services delivered or
provided under this Agreement infringe a patent, utility model, industrial design,
copyright, trade secret, mask work or trade mark in the country where the Deliverables
and Services are used, sold or received, the Bank:
• notifies the Service Provider in writing as soon as practicable when the Bank
becomes aware of the claim; and
• cooperates with the Service Provider in the defense and settlement of the
claims.
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However, (i) the Service Provider has sole control of the defense and all related
settlement negotiations (ii) the Bank provides the Service Provider with the assistance,
information and authority reasonably necessary to perform the above and (iii) the Bank
does not make any statements or comments or representations about the claim
without the prior written consent of the Service Provider, except where the Bank is
required by any authority/regulator to make a comment/statement/representation.
If use of deliverables is prevented by injunction or court order because of any such
claim or deliverables is likely to become subject of any such claim then the Service
Provider, after due inspection and testing and at no additional cost to the Bank, shall
forthwith either 1) replace or modify the software / equipment with software /
equipment which is functionally equivalent and without affecting the functionality in any
manner so as to avoid the infringement; or 2) obtain a license for the Bank to continue
the use of the software / equipment, as required by the Bank as per the terms and
conditions of this Agreement and to meet the service levels; or 3) refund to the Bank
the amount paid for the infringing software / equipment and bear the incremental costs
of procuring a functionally equivalent software / equipment from a third party, provided
the option under the sub clause (3) shall be exercised by the Bank in the event of the
failure of the Service Provider to provide effective remedy under options (1) to (2)
within a reasonable period which would not affect the normal functioning of the Bank.
The Service Provider shall not be liable for defects or non-conformance resulting from:
• Software, hardware, interfacing, or supplies for the solution not approved by
Service Provider; or
• any change, not made by or on behalf of the Service Provider, to some or all of
the deliverables supplied by the Service Provider or modification thereof,
provided the infringement is solely on account of that change ;
Indemnity shall exclude indirect, consequential and incidental damages. However
indemnity would cover damages, loss or liabilities suffered by the Bank arising out of
claims made by customer and / or regulatory authorities for reasons attributable to
breach of obligations under this agreement by the Service Provider.
In the event of Service Provider not fulfilling its obligations under this clause within the
period specified in the notice issued by the Bank, the Bank has the right to recover the
amounts due to it under this provision from any amount payable to the Service Provider
under this project.
The indemnities under this clause are in addition to and without prejudice to the
indemnities given elsewhere in this Agreement.
19. PROPERTY RIGHTS
Each Party owns and retains all rights, title and interests in and to its respective Pre-
Existing Intellectual Property and Independent Intellectual Property. Independent
Intellectual Property means any Intellectual Property developed by a Party
independently of the applicable statement of work. "Pre-Existing Intellectual Property"
means any Intellectual Property owned by a Party, or licensed to such Party (other.
than by the other Party), as at the commencement date of the applicable statement of
work.
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Whereas title to all inventions and discoveries made jointly by the parties resulting
from the Work performed as per this agreement shall reside jointly between the
parties. Both the parties shall mutually decide the future course of action to protect/
commercial use of such joint IPR. The Intellectual Property Rights shall be determined
in accordance with Indian Laws.
Without prejudice to above paras all the interim/ final deliverables shall be property of
bank. Subject to requisite payments the service provider deemed to grand exclusive,
perpetual rights to use of the deliverables in favor of bank.
20. PERFORMANCE GUARANTEE
Service Provider, shall provide unconditional and irrevocable Performance Bank
Guarantee for Rs ---------------------/- (Rupees _____Only) in favour of BOB from any
Public Sector Bank other than Bank of Baroda as acceptable to BOB towards due
performance of the contract in accordance of this Agreement. The Performance
Guarantee shall be valid for a period of ___months with additional claim period of
three months after expiry of validity period.
21. TERMINATION
In following events Bank shall terminate this assignment or cancel any particular order
if service provider:
breaches any of its obligations set forth in this agreement and Such breach is not cured
within 15 ) Working Days after Bank gives written notice; or
• Failure by Service Provider to provide Bank, within 15 ) Working Days, with a
reasonable plan to cure such breach, which is acceptable to the Bank. Or
• The progress regarding execution of the contract/ services rendered by the
Service Provider is not as per the prescribed time line, and found to be
unsatisfactory.
• Supply of substandard materials/ services
• Delay in delivery / installation / commissioning of services.
• Discrepancy in the quality of service / security expected during the
implementation, rollout and subsequent maintenance process.
• If deductions of penalty exceeds more than 10% of the total contract price.
Further Bank may terminate this agreement on happening of following events:
• A liquidator or a receiver is appointed over all or a substantial part of the
undertaking, assets or revenues of the Service Provider and such appointment
continues for a period of twenty one (21) days;
• The Service Provider is subject of an effective resolution for its winding up other
than a voluntary winding up for the purpose of reconstruction or amalgamation.
• The Service Provider becomes insolvent or goes into liquidation voluntarily or
otherwise
• An attachment is levied or continues to be levied for a period of 7 days upon
effects of the Agreement.
• The Service Provider becomes the subject of a court order for its winding up.
Notwithstanding above, in case of change of policy or any unavoidable circumstances
or without any reason Bank reserve the right to terminate this assignment or any
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subsequent agreement and / or any particular order, in whole or in part by giving
Service Provider at least 60 days prior notice in writing.
Effect of termination
If bank terminates or cancels the assignment on the default mentioned in the
termination clause, in such case bob reserves the right to get the balance contract
executed by another party of its choice. In this event, the Service Provider shall be
bound to make good the additional expenditure, which the Bank may have to incur to
carry out bidding process for the selection of a new service provider and for execution
of the balance of the contract.
Immediately upon the date of expiration or termination of the Agreement, Bank shall
have no further obligation to pay any fees for any periods commencing on or after such
date.
Without prejudice to the rights of the Parties, upon termination or expiry of this
Agreement, Bank shall pay to Service Provider, within thirty (30) days of such
termination or expiry, All the undisputed fees outstanding till the date of termination;
Upon the termination or expiry of this Agreement:
• The rights granted to Service Provider shall immediately terminate.
• Upon Bank’s request, with respect to (i) any agreements for maintenance, disaster
recovery services or other third-party services, and any Deliverables not owned by
the Service Provider, being used by Service Provider to provide the Services and
(ii) the assignable agreements, Service Provider shall, use its reasonable
commercial endeavors to transfer or assign such agreements and Service Provider
Equipment to Bank and its designee(s) on commercially reasonable terms mutually
acceptable to both Parties.
• Upon Bank’s request in writing, Service Provider shall be under an obligation to
transfer to Bank or its designee(s) the Deliverables being used by Service Provider
to perform the Services free and clear of all liens, security interests, or other
encumbrances at a value calculated as stated.
22. CORPORATE AUTHORITY
The Parties represent that they have taken all necessary corporate action and sanction
to authorize the execution and consummation of this Agreement and will furnish
satisfactory evidence of same upon request.
23. LAW, JURISDICTION AND DISPUTE RESOLUTION
This Agreement shall be governed and construed and enforced in accordance with the
laws of India. Both Parties shall agree that in respect of any dispute arising upon, over
or in respect of any of the terms of this Agreement, only the courts in Mumbai shall
have exclusive jurisdiction to try and adjudicate such disputes to the exclusion of all
other courts.
ARBITRATION
a) The Bank and the Service Provider shall make every effort to resolve amicably,
by direct informal negotiation between the respective project managers/
directors of the Bank and the Service Provider, any disagreement or dispute
arising between them under or in connection with the contract.
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b) If the Bank project manager/director and Service Provider project manager/
director are unable to resolve the dispute after thirty days from the
commencement of such informal negotiations, they shall immediately escalate
the dispute to the senior authorized personnel designated by the Service
Provider and Bank respectively.
c) If after thirty days from the commencement of such negotiations between the
senior authorized personnel designated by the Service Provider and Bank, the
Bank and the Service Provider have been unable to resolve contractual dispute
amicably, either party may require that the dispute be referred for resolution
through formal arbitration.
d) All questions, disputes or differences arising under and out of, or in connection
with the contract or carrying out of the work whether during the progress of the
work or after the completion and whether before or after the determination,
abandonment or breach of the contract shall be referred to arbitration by a sole
Arbitrator acceptable to both parties OR the number of arbitrators shall be three,
with each side to the dispute being entitled to appoint one arbitrator. The two
arbitrators appointed by the parties shall appoint a third arbitrator shall act as
the chairman of the proceedings.
e) The place of arbitration shall be Mumbai. The Arbitration and Conciliation Act
1996 or any statutory modification thereof shall apply to the arbitration
proceedings
f) The arbitral award shall be in writing, state the reasons for the award, and be
final and binding on the parties. The award may include an award of costs,
including reasonable attorneys’ fees and disbursements. Judgment upon the
award may be entered by any court having jurisdiction thereof or having
jurisdiction over the relevant Party or its assets.
24. AUDIT
All Service Provider records with respect to any matters covered by this Agreement
shall be made available to auditors and or inspecting officials of the Bank and/or
Reserve Bank of India and/or any regulatory authority, at any time during normal
business hours, as often as the Bank deems necessary, to audit, examine, and make
excerpts or transcripts of all relevant data. Said records are subject to examination.
Bank’s auditors would execute confidentiality agreement with the Service Provider
provided that the auditors would be permitted to submit their findings to the Bank,
which would be used by the Bank. The cost of the audit will be borne by the Bank. The
scope of such audit would be limited to Service Levels being covered under the
contract, and financial information would be excluded from such inspection, which will
be subject to the requirements of statutory and regulatory authorities.
The Bank and its authorized representatives, including Reserve Bank of India (RBI) or
any other regulator shall have the right to visit any of the Service Provider’s premises
without prior notice to ensure that data provided by the Bank is not misused. The
Service Provider shall cooperate with the authorized representative/s of the Bank and
shall provide all information/ documents required by the Bank.
25. LIMITATION OF LIABILITY
Except the grounds mentioned under the para two of this clause, Service Provider’s
aggregate liability in connection with obligations undertaken as a part of the
Agreement regardless of the form or nature of the action giving rise to such liability
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(whether in contract, tort or otherwise), shall be at actual and limited to the Total
Contract Value.
However, Service Provider’s liability in case of claims against the Bank resulting from
Willful Misconduct or Gross Negligence of Service Provider, its employees and
Subcontractors or from infringement of patents, trademarks, copyrights or such other
Intellectual Property Rights or breach of confidentiality obligations shall be unlimited.
Bank shall not be held liable for and is absolved of any responsibility or claim / litigation
arising out of the use of any third party software or modules supplied by Service
Provider as part of procurement under the Agreement.
Under no circumstances BOB shall be liable to the Service Provider for direct, indirect,
incidental, consequential, special or exemplary damages arising from termination of
this Agreement, even if BOB has been advised of the possibility of such damages,
such as, but not limited to, loss of revenue or anticipated profits or lost business.
Subject to any law to the contrary, and to the maximum extent permitted by law neither
parties shall be liable to other for any consequential/ incidental, or indirect damages
arising out of this agreement.
All employees engaged by the party shall be in sole employment of the party and the
respective parties shall be solely responsible for their salaries, wages, statutory
payments etc. That under no circumstances shall other party be liable for any payment
or claim or compensation (including but not limited to compensation on account of
injury/death/termination) of any nature to the employees and personnel of the other
party.
26. PUBLICITY
Any publicity by the Service Provider in which the name of the Bank is to be used
should be done only with the explicit written permission of the Bank.
27. INDEPENDENT ARRANGEMENT
This Agreement is on a principal-to-principal basis between the Parties hereto. Nothing
contained in this Agreement shall be construed or deemed to create any association,
partnership or joint venture or employer-employee relationship or principal-agent
relationship in any manner whatsoever between the parties. The Service Provider
acknowledges that its rendering of services is solely within its own control, subject to
the terms and conditions agreed upon and agrees not to hold it out to be an employee,
agent or servant of Bank or Affiliate thereof.
28. SUBCONTRACTING
The Service Provider shall not subcontract or permit anyone other than its personnel
to perform any of the work, service or other performance required by it under the
contract without the prior written consent of the Bank.
29. ASSIGNMENT
The Service Provider agrees that the Service Provider shall not be entitled to assign
any or all of its rights and or obligations under this Agreement to any entity including
Service Provider’s affiliate without the prior written consent of the Bank.
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If the Bank undergoes a merger, amalgamation, takeover, consolidation,
reconstruction, change of ownership, etc., this Agreement along with the subsequent
Addendums published shall be considered to be assigned to the new entity and such
an act shall not affect the obligations of the Service Provider under this Agreement.
30. NON – SOLICITATION
The Service Provider, during the term of the contract shall not without the express
written consent of the Bank, directly or indirectly: a) recruit, hire, appoint or engage or
attempt to recruit, hire, appoint or engage or discuss employment with or otherwise
utilize the services of any person who has been an employee or associate or engaged
in any capacity, by the Bank in rendering services in relation to the contract; or b)
induce any person who shall have been an employee or associate of the Bank at any
time to terminate his/ her relationship with the Bank.
The above clause shall not applicable in case the recruitment done through public
advertisement.
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practical, and shall seek all reasonable alternative means for performance not
prevented by the Force Majeure event.
In such a case the time for performance shall be extended by a period(s) not less than
duration of such delay. If the duration of delay continues beyond a period of three
months, the Bank and Service Provider shall hold consultations in an endeavor to find
a solution to the problem.
SURVIVAL:
The expiry or the termination of this Agreement does not relieve either party of its
obligations which by their nature ought or intend to survive the termination of this
Agreement including without limitation to the clauses of confidentiality, indemnity,
limitation of liability, and covenants of the parties.
33. MISCELLANEOUS
Any provision of this Agreement may be amended or waived if, and only if such
amendment or waiver is in writing and signed, in the case of an amendment by each
Party, or in the case of a waiver, by the Party against whom the waiver is to be
effective.
No failure or delay by any Party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof nor shall any single or partial exercise of any other
right, power or privilege. The rights and remedies herein provided shall be cumulative
and not exclusive of any rights or remedies provided by law.
Unless otherwise provided herein, all notices or other communications under or in
connection with this Agreement shall be given in writing and may be sent by personal
delivery or post or courier or facsimile to the person at the address given below. Any
such notice or other communication will be deemed to be effective if sent by personal
delivery, when delivered, if sent by post, two days after being deposited in the post
and if sent by courier, one day after being deposited with the courier, and if sent by
facsimile, when sent (on receipt of a confirmation to the correct facsimile number).
The addresses referred to hereinabove are:
If to the Bank of Baroda:
The Chief General Manager (IT)
Baroda Corporate Centre, C-26, G-Block, BandraKurla Complex, Bandra
(East), Mumbai- 400051
ATTN: Assistant General Manager (IT)
If to the … ………………………………..
Address_____________________________
ATTN: _________________________________
This Agreement constitutes the entire agreement between the Parties with respect to
the subject matter hereof and supersedes all prior written agreements, understandings
and negotiations, both written and oral, between the Parties with respect to the subject
matter of this Agreement. No representation, inducement, promise, understanding,
condition or warranty not set forth herein has been made or relied upon by any Party
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hereto. In case of any contradiction in the terms of RFP _______ , offer document and
Purchase Order etc, and this Agreement the terms hereof shall prevail.
Neither this Agreement nor any provision hereof is intended to confer upon any Person
other than the Parties to this Agreement any rights or remedies hereunder.
In connection with this Agreement, as well as all transactions contemplated by this
Agreement, each Party agrees to execute and deliver such additional documents and
to perform such additional actions as may be necessary, appropriate or reasonably
requested to carry out or evidence the transactions contemplated hereby.
The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction
shall not affect the validity, legality or enforceability of the remainder of this Agreement
in such jurisdiction or the validity, legality or enforceability of this Agreement, including
any such provision, in any other jurisdiction, it being intended that all rights and
obligations of the Parties hereunder shall be enforceable to the fullest extent permitted
by law.
The captions herein are included for convenience of reference only and shall be
ignored in the construction or interpretation hereof.
This Agreement may be signed in duplicate, each of which shall be deemed to be an
original.
IN WITNESS WHEREOF, this Agreement has been executed by the Parties hereto
on the day and year first above written.
Signed and Delivered by the within named
________________________________ _________________________________
Name: Name:
Designation: Designation:
Witness 1 : Witness 1 :
Witness 2 : Witness 2 :
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