Request for Proposal Document (RFP) For Websites Hosting on Dedicated Server

Transcription

1 Request for Proposal Document (RFP) RFP No. IDBI/PCell/RFP/ /19 For Websites Hosting on Dedicated Server IDBI Bank Limited 1 of 110

2 REQUEST FOR PROPOSAL (RFP) Name of the Company Document Control Sheet IDBI Bank Limited. Date of issue 24 January Cost of the Bid Document Rs.10,000/- (Rupees Ten Thousand Only] in the form of Demand Draft / Bankers Cheque from a Scheduled Bank in favour of IDBI Bank Limited, payable at Mumbai only to be submitted along with the Bid. Earnest Money Deposit (EMD) A Bid Security of Rs.5,00,000/- (Rupees Five Lakhs Only) by way of demand draft or pay order in favour of IDBI Bank Limited payable at Mumbai only to be submitted along with the Bid. Last date for submission of queries 31- January Hrs Pre-Bid Meeting Date & Time Last Date and Time for Receipt of Bids Date and Time of Opening of Technical Bids enue for Pre-bid meeting, opening of bids and Address for Communication Contacts: Note: 2- February :30 Hrs 16- February :30 Hrs 16- February :00 Hrs Deputy General Manager, IDBI Bank Ltd, At IDBI Intech Ltd 5 th Floor, Mafatlal House, Nariman Point, Mumbai Mr. Yogesh Kshirsagar, [email protected] Phone: Mr. Ramasubramaniam Bangaru [email protected] Phone: This tender document is the property of the Bank & is not transferable. 2 This bid document has 110pages. 3 If a holiday is declared on the dates mentioned above, the bids shall be received / opened on the immediate next working day at the same time specified above and at the same venue unless communicated otherwise. IDBI Bank Limited 2 of 110

3 4 No queries will be entertained after the date and time mentioned in this schedule, there for. 5 Notice regarding corrigenda, addenda, amendments, time-extensions, clarifications, Bank s response to bidders queries etc., if any to this RFP, will not be published through any advertisement in newspapers or another mass media. Prospective bidders shall have to regularly visit Bank s website for any changes / development in relation to this RFP. IDBI Bank Limited 3 of 110

4 Disclaimer The information contained in this Request for Proposal (RFP) document or information provided subsequently to Bidder(s) or applicants whether verbally or in documentary form by or on behalf of IDBI Bank Limited (IDBI Bank), is provided to the Bidder(s) on the terms and conditions set out in this RFP document and all other terms and conditions subject to which such information is provided. This RFP document is not an agreement and is not an offer or invitation to offer by IDBI Bank to any parties other than the applicants who are qualified to submit the Bids ( Bidders ). The purpose of this RFP is to provide the Bidder(s) with information to assist the formulation of their proposals. This RFP does not claim to contain all the information, which each Bidder may require. Each Bidder should conduct its own investigations and analysis and should check the accuracy, reliability and completeness of the information in this RFP and wherever necessary obtain independent advice. IDBI Bank makes no representation or warranty and shall incur no liability under any law, statute, rules or regulations as to the accuracy, reliability or completeness of this RFP. The information contained in the RFP document is selective and is subject to updating expansion, revision and amendment. It does not purport to contain all the information that a Bidder may require. IDBI Bank does not undertake to provide any Bidder with access to any additional information or to update the information in the RFP document or to correct any inaccuracies therein, which may become apparent. IDBI Bank reserves the right or discretion to change, modify, add to or alters any or all of the provisions of this RFP document and / or the bidding process, without assigning any reasons, whatsoever. Such change will be intimated to all Bidders. Any information contained in this RFP document will be superseded by any later written information on the same subject made available to all recipients by IDBI Bank. IDBI Bank may in its absolute discretion, but without being under any obligation to do so, update, amend or supplement the information in this RFP. IDBI Bank Limited 4 of 110

5 IDBI Bank reserves the right to reject any or all the expression of interest / proposals received in response to this RFP document at any stage without assigning any reason whatsoever. The decision of IDBI Bank shall be final, conclusive and binding on all the parties. Terminologies and Abbreviations used ISP : Internet Service Provider AMC : Annual Maintenance Contract ITB : Instructions to Bidders RPO : Recovery Point Objective RTO : Recovery Time Objective FTP : File Transfer Protocol PN : irtual Private Network IPR : Intellectual Property Right SLA : Service Level Agreement MIS : Management Information System SMS : Short Message Service BCP : Business Continuity Program DR : Disaster Recovery IDBI Bank Limited 5 of 110

6 TABLE OF CONTENTS SECTION 1: INTRODUCTION Overview... 9 SECTION 2: INITATION FOR BIDS Invitation for Bids Due Diligence Cost of Bidding Cost of RFP / Bid document Content of Bidding/RFP Document Clarification of Bidding Documents Amendment of Bid Document/RFP Document...12 SECTION 3: INSTRUCTION TO BIDDERS (ITB) Preparation of Bids Language of Bid Documents constituting the Bid Bid Currencies Bid Security (EMD) Period of alidity of Bids Format and Signing of Bid Sealing and marking of Bids Rejection of Bid Deadline for Submission of Bids Late Bids Modification and Withdrawal of Bids Bid Opening and Evaluation of Bids Opening of Financial Bids Clarification of Bids Eligibility Criteria / Preliminary Examination Rectification of Errors Rejection / Acceptance of Bid Cancellation of Bid Evaluation and comparison of Bids Contacting IDBI Bank Award of Contract Performance Security...29 SECTION 4: TERMS AND CONDITIONS OF THE RFP / CONTRACT Definitions Interpretation Conditions Precedent...33 IDBI Bank Limited 6 of 110

7 4. Standard of Performance Use of Contract Documents & Information Indemnity Support & Maintenance Contract Amendments Delay in the endor s/bidder s Performance User Acceptance Test and Quality Check Payment Terms Liquidated Damages Resolution of Disputes Implementation NO CLAIM Certificate Survival No Agency No Set-off, counter-claim and cross claims Key Performance Measurements Commencement and Progress Start of Installation: Reporting Progress: Statutory Requirements: IDBI Bank's/ Purchaser s Right of Inspection and Periodic Audit Contract Prices Information Security: Ownership and Retention of Documents Data Ownership Representations and Warranties Confidentiality Termination Consequences of Termination Relationship between the Parties: No Assignment Entire Contract Governing Law Jurisdiction of Courts Suspension of Payment to the endor/ Bidder Time Limit for the Commencement of Work Period of Contract...52 SECTION 5: SCOPE OF WORK Websites hosting on dedicated servers as per the terms of the RFP Launch of the Banks websiteshosting on dedicated servers System Maintenance & Support Services Schedule Responsibilities of endor/bidder...54 SECTION 6: FUNCTIONALITY DETAILS IDBI Bank Limited 7 of 110

8 SECTION 7: ARCHITECTURAL DETAILS SECTION 8: IMPLEMENTATION AND SUPPORT DETAILS ital Implementation Details ital Training Details Desirable Training Details ital Support Details Desirable Support Details Desirable Data Center Details Desirable Security Check List...67 SECTION 9: BIDDER INFORMATION Company Details Financial Details Client List Reference Sites...78 ANNEXURE -1: CONTENTS AND FORMAT OF TECHNICAL BID ANNEXURE 2: CONTENTS AND FORMAT OF FINANCIAL BID ANNEXURE 3 SERICE LEEL REQUIREMENTS ANNEXURE 4 - ACCEPTANCEOF RFP TERMS ANNEXURE 5- Eligibility Criteria IDBI Bank Limited 8 of 110

9 SECTION 1: INTRODUCTION IDBI Bank Limited (IDBI Bank) is a company incorporated and registered under Companies Act, 1956 (1 of 1956) and a banking company under section 5 (c) of the Banking Regulation Act, 1949 (10 of 1949) (hereinafter referred to as IDBI Bank). IDBI Bank is also a scheduled bank as notified by the Reserve Bank of India (RBI) under the Reserve Bank of India Act, 1934 and categorized IDBI Bank under a new sub group other public sector bank. IDBI Bank is engaged in providing finance assistance to the needy borrowers and conducting banking business. IDBI Bank with its Registered Office at "IDBITOWER", WTC Complex, Cuffe Parade, and Mumbai has a pan-india presence. As on 30 th September, 2014 IDBI Bank has a network of 1616 branches and 2813 ATMs across the country and employed around employees. IDBI Bank has an aggregate balance sheet size of Rs. 3,29,000 Crore as on 30 th September, Overview The Bank is planning to have its websiteson dedicated server hosted by an Internet Service Providers. There will be a primary server and a secondary server in case of any exigencies. Hosting of secondary server should be at a different seismic zone from that of the primary server and both the site viz.; primary and secondary sites should be in India. The Bank also plans to host a third server for analysis of the visitor data along with the servers mentioned above. IDBI Bank Limited 9 of 110

10 SECTION 2: INITATION FOR BIDS 1.Invitation for Bids This Invitation for Bids is for hosting of our Bank s Websites on Dedicated servers by Internet service providers.. Sealed offers / Bids (Bid) prepared in accordance with this RFP should be submitted to,dgm ITD, IDBI Bank Ltd.,at IDBI Intech Ltd, 5th Floor, Mafatlal Centre, Nariman Point, Mumbai on or before the last date for submission specified in the Control Document ( Page 1/100) 2.Due Diligence The Bidder is expected to examine all instructions, forms, terms and specifications in this RFP and study the RFP document carefully. Bid shall be deemed to have been submitted after careful study and examination of this RFP with full understanding of its implications. The Bid should be precise, complete and in the prescribed format as per the requirement of this RFP. Failure to furnish all information required by this RFP or submission of a Bid not responsive to this RFP in every respect will be at the Bidder s risk and may result in rejection of the Bid and for which IDBI Bank shall not be responsible. 3.Cost of Bidding The Bidder shall bear all costs and expenses associated with the preparation and submission of its Bid and IDBI Bank shall in no case be held responsible or liable for these costs, regardless of the conduct or outcome of the bidding process including cancellation or abandonment or annulment of the bidding process. 4.Cost of RFP / Bid document Cost of RFP / Bid document is Rs10,000/- (Rupees Ten Thousand only). The prospective Bidder is required to pay the prescribed amount in the form of Demand Draft or pay order in favor of IDBI Bank Limited, payable at Mumbai, to be paid along with the submission of the Bid response. Bids without the payment of amount towards the cost of Bid Document shall be treated invalid and rejected forthwith. IDBI Bank Limited 10 of 110

11 5.Content of Bidding/RFP Document The major requirements, bidding procedures and General Terms & Conditions are prescribed in the RFP documents. The RFP documentincludes: Section 1: Introduction Section 2: Invitation for Bids Section 3: Instructions to Bidders Section 4: General Terms and Conditions Section 5: Scope of Work Section 6: Functionality Details Section 7: Architectural Details Section 8: Implementation, Training, Support Details Section 9: Bidders Information Annexure 1: Contents and Formats of Technical Bid Annexure 2: Contents and Formats of Financial Bid Annexure 3: Service Level Agreement Annexure 4 Undertaking by bidder 6.Clarification of Bidding Documents A prospective Bidder requiring any clarification of this RFP may notify IDBI Bank in writing by . The following personnel may be contacted for these purposes. Name of the officer Designation Contact Particulars Mr. Yogesh Kshirsagar Head Software Development. [email protected] Phone: Mr. Ramasubramaniam Bangaru Consultant [email protected] Phone : IDBI Bank shall respond in writing by to any request for clarification of the bidding documents, from the prospective Bidders, which it receives not later than the date and time specified in the control document therefor. Further, IDBI Bank will respond by , to all clarifications, without identifying the source of the inquiry. IDBI Bank shall not be responsible for any external agency delays. IDBI Bank Limited 11 of 110

12 7.Amendment of Bid Document/RFP Document a) IDBI Bank reserves the right in its sole discretion of inclusion of any addendum / issuing corrigendumto this entire Bid process. The Bidders shall not claim as a right for requiring IDBI Bank to do the aforesaid. b) At any time before the deadline for submission of Bids / offers, IDBI Bank may, for any reason, whether at its own initiative or in response to a clarification requested by prospective Bidders, modify this RFP / Bid Document. c) If required in order to allow prospective Bidders reasonable time in which to take the amendment into account in preparing their Bids, IDBI Bank reserves the rights to extend the deadline for the submission of Bids. However, no request from the bidder, shall be binding on IDBI Bank for the same. IDBI Bank s decision shall be final, conclusive and binding on all the Bidders. d) Notice regarding corrigenda, addenda, amendments, time-extensions, clarifications, Bank s response to bidders queries etc., if any to this RFP, will not be published through any advertisement in newspapers or any other mass media. Prospective bidders shall have to regularly visit Bank s website for any changes / development in relation to this RFP. IDBI Bank Limited 12 of 110

13 SECTION 3: INSTRUCTION TO BIDDERS (ITB) Preparation of Bids 1.Language of Bid The Bid prepared by Bidders, as well as all correspondence and documents relating to the Bid exchanged by the Bidders and IDBI Bank shall be in English only. CLARIFICATIONS ON BID DOCUMENT/RFP Before bidding, the Bidders are requested to carefully examine the Bid Documents and the terms and conditions specified therein, and if there appears to be any ambiguity, contradictions, gap(s) and/or discrepancy between any of the Bid Documents, they should forthwith refer the matter to IDBI Bank for necessary clarifications. 2.Documents constituting the Bid The Bid prepared by the Bidder shall comprise the following components. The Bids not conforming to the requirements shall be summarily rejected. a) Technical Bid i. Refer Annexure 1 for the Technical Bid contents and formats. ii. Please note that no price schedule should be indicated in the Technical Bid and shall only be quoted in the Financial Bid. b) Financial Bid i. Refer Annexure 2 for the Financial Bid contents and formats. ii. The Bidders shall quote price in clear terms. Break up should abide by the Format for Financial Bid described in Annexure 2. iii. The Bidders cannot quote for the Service(s) in part iv. All prices shall be for delivery of services to IDBI Bank exclusiveof taxes, up to the satisfaction of IDBI Bank or IDBI Bank s representatives. The aggregated price should be quoted in words also. In case of discrepancy between figures and words, the price quoted in words shall be considered. IDBI Bank Limited 13 of 110

14 v. The Financial Bids should strictly conform to the formats to enable evaluation of Bids and special care may be taken that the Bids having any hidden costs or conditional costs will be liable for straight rejection. vi. The price components furnished by the Bidders will be solely for the purpose of facilitating the comparison of Bids by IDBI Bank and will not in any way limit IDBI Bank s right to negotiate the contract on any of the terms offered. vii. Prices quoted by the Bidders shall be fixed during the entire Contract period and no increase of rates on account of cost escalation will be allowed under any circumstances. No open-ended Bid shall be entertained and the same is liable to rejection straightway. viii. The price quoted must be all-inclusive and there should be no re-openers. The service tax, Octroi etc. if applicable, will be paid extra at actual. Other applicable tax would be deducted at source, if any, as per prevailing rates. The rates quoted must be inclusive of all statutory dues payable and due under and as per all applicable laws. 3.Bid Currencies Prices shall be quoted in Indian Rupees (INR). 4.Bid Security (EMD) a) Amount of Bid Security (EMD) The Bidder shall furnish, as part of its Bid, a Bid Security (EMD) in the form of Demand Draft / Bankers Cheque/ Pay order, drawn in favor of IDBI Bank Limited for an amount of Rs5,00,000 (Rupees Five Lakh only) payable at Mumbai, and the Bid Security(EMD) must accompany Technical Bid. The Bid security / EMD shall not bear any interest. b) Requirement of Bid Security (EMD) The Bid Security is required to protect IDBI Bank against the risk of Bidder s conduct, which would warrant the security s forfeiture, pursuant to ITB Clause 4(f). c) Rejection of Bid IDBI Bank Limited 14 of 110

15 Any Bid not secured as mentioned above, shall be summarily rejected forthwith by IDBI Bank, without any further correspondence, as non-responsive. d) Discharge of Bid Security of Unsuccessful Bidder In the case of unsuccessful Bidder or decision to abandon the Bid process, the Bid Security will be discharged / returned / refunded without any interest payment within 90 days from the date of closure of Bid. e) Discharge of Bid Security/EMD of Successful Bidder The successful Bidder s Bid Security amount/bank Guarantee will be discharged upon the Bidder signing the contract and furnishing of the performance security and other guarantee(s)/security in the form and manner to the satisfaction of IDBI Bank, within the stipulated time. f) Forfeiture of Bid Security The Bid Security shall be forfeited: i. If a Bidder withdraws his Bid during the Bid validity period; or ii. If a Bidder makes any statement or encloses any form which turns out to be false, incorrect and/or misleading at any time prior to signing of contract and/or conceals or suppresses material information; or iii. If the successful Bidder fails to sign the contract or furnish performance security and other guarantee(s)/security in the form and manner to the satisfaction of IDBI, as mentioned in the Bid Documents; or iv. In the event of any evasion, avoidance, refusal or delay on the part of the Bidder to sign and execute any document, as may be required by IDBI Bank. Any decision in this regard by IDBI Bank shall be final, conclusive and binding on the Bidder. 5.Period of alidity of Bids a) alidity Period Bids shall remain valid for 90 days after the date of Bid opening prescribed by IDBI Bank. IDBI Bank reserves the rights to reject a Bid, valid for a period shorter than 90 IDBI Bank Limited 15 of 110

16 days as non-responsive, without any correspondence. Any decision in this regard by IDBI Bank shall be final, conclusive and binding on the Bidders. b) Extension of Period of alidity In exceptional circumstances, IDBI Bank may solicit the Bidder s consent to an extension of the validity period. The request and the response thereto shall be made in writing. Extension of validity period by the Bidder should be unconditional and irrevocable. The Bid Security provided shall also be suitably extended. A Bidder may refuse the request without forfeiting the Bid Security. A Bidder granting the request will not be permitted to modify its Bid. Any decision in this regard by IDBI Bank shall be final, conclusive and binding on the Bidders. 6.Format and Signing of Bid a) Authentication of Bid The original and all copies of the Bid shall be type written and shall be signed by a person or persons duly authorized to bind the Bidder to the Contract. The letter of authorization shall be supported by a written power-of-attorney (Refer to Form-2 Annexure-I) accompanying the Bid. The person or persons signing the Bid shall initial all pages of the Bid, except for the un-amended printed literature. b) alidation of interlineations in Bid Any interlineations, erasures or overwriting shall be valid only if the person or persons signing the Bid have authenticated the same with signature. The deficiency in documentation may result in the outright rejection of the Bid. Any decision in this regard by IDBI Bank shall be final, conclusive and binding on the Bidders Revelation of prices Rate in any form or for any reason should not be revealed before opening the Bid, failing which the offer / Bid shall be liable to be summarily rejected. If price change is envisaged due to any clarification(s), revised Bid in a separate sealed cover shall be submitted with prior written permission of IDBI Bank. IDBI Bank Limited 16 of 110

17 7.Sealing and marking of Bids a) Enclosing of Bid The Technical Bid shall be placed in a separate sealed envelope clearly marking each "Hosting of Websiteson dedicated servers for IDBI Bank - Technical Bid -(Envelope A). The Financial Bid shall be placed in a separate sealed envelopes clearly marking "Hosting of Websiteson dedicated servers for IDBI Bank Financial Bid (Prices only) Do not open with Technical Bid" - (Envelope B). Both the envelopes carrying Technical Bid (envelope A) and Financial Bid (envelope B) should then be put in a single outer cover sealed. The cover should read Bid forhosting of Websiteson dedicated servers for IDBI Bank and a statement Do not open beforethe date specified in the Control document for opening of the Technical bids. Bid envelope shall also indicate the name and address of the Bidder to enable the Bid to be returned unopened in case it is declared "late". No indications pertaining to price or financial or commercial terms are made on the envelopes. b) Mailing Address for Bids Bid shall be addressed to the IDBI Bank at the following address: (Kind Attn.: DGM, ITD) IDBI Bank IDBI Intech Limited, 5th Floor, Mafatlal Centre, Nariman Point, Mumbai c) Responsibility of IDBI Bank If the outer envelope is not sealed and marked as required, IDBI Bank will assume no responsibility for the Bid s misplacement or premature opening. IDBI Bank Limited 17 of 110

18 8.Rejection of Bid The Bid has to be submitted in the form of printed document. The Bids submitted by telex, fax or Bids shall not be entertained. Any condition put forth by the Bidders non-conforming the Bid requirements shall not be entertained at all and such Bid shall be rejected forthwith. IDBI Bank's decision shall be final, conclusive and binding. 9.Deadline for Submission of Bids a) Last date for Submission The Bids (both Technical and Financial) must be received by IDBI Bank, at the address specified, not later than the date and time specified in the Control Document. In the event of the specified date for the submission of Bids being declared a holiday for IDBI Bank, the Bids will be received up to the appointed time on the next working day. b) Extension for Last date for Submission IDBI Bank may, at its own discretion, extend the period for submission of Bids by amending the Bid documents/rfp, in which case all rights and obligations of IDBI Bank and Bidders shall stand extended. However no request for extension of time from the Bidders shall be binding upon IDBI Bank. 10.Late Bids Any Bid received by IDBI Bank after the deadline for submission of Bids prescribed by IDBI Bank, will be summarily rejected and returned unopened to the Bidder. IDBI Bank shall not be responsible for any postal delay or non-receipt / non-delivery of the documents. IDBI Bank's decision shall be final, conclusive and binding on the affected parties. No further correspondence on this subject will be entertained by IDBI Bank. 11.Modification and Withdrawal of Bids a) Written Notice IDBI Bank Limited 18 of 110

19 The Bidder may modify or withdraw its Bid after the Bid s submission, provided that IDBI Bank receives written notice of the modification or withdrawal, before the expiration of deadline prescribed for submission of Bids. b) Signing and Marking of Notice The Bidder s modification or withdrawal notice shall be prepared, sealed, marked and dispatched. A duly signed withdrawal notice may also be sent by fax or post so as to reach the designated office before the expiration of deadline for submission of Bids. c) Last Date for Notice No Bid may be modified subsequent to the deadline for submission of Bids. No Bid may be withdrawn in the interval between the deadline for submission of Bids and the expiration of period of Bid validity specified by the Bidder on the Bid form. Withdrawal of a Bid during this interval may result in the forfeiture of its Security. 12.Bid Opening and Evaluation of Bids a) Opening of Technical Bids IDBI Bank will open all Technical Bids, in the presence of Bidders representatives who choose to attend the Technical Bid opening at IDBI Intech Ltd, 5 th Floor, Mafatlal Centre, Nariman Point, Mumbai on the date and time specified in the Document Control Sheet. Bidder's representatives who are present shall sign a register evidencing their attendance. In the event of the specified date of Bid opening being declared a holiday for IDBI, the Bids shall be opened at the appointed time and location on the next working day. b) Announcement of Bids The Bidder s names, Bid modifications or withdrawals and the presence or absence of requisite Bid Security and such other details as IDBI Bank at its sole discretion may consider appropriate, will be announced at the opening. No Bid shall be rejected at Bid opening, except for late Bids, which shall be returned unopened to the Bidders. c) Bids not considered for evaluation IDBI Bank Limited 19 of 110

20 Bids that are rejected during the Bid opening process shall not be considered for further evaluation, irrespective of the circumstances. a) Bids submitted by the consortium of companies The teaming / consortium agreement duly signed be submitted and such agreement should indicate clearly the Lead Bidder. The Lead Bidder should provide an affidavit regarding the authenticity of the teaming / consortium agreement, on stamp paper of requisite value as per applicable stamp laws, dated prior to due date of submission of tender / Bid / offer. A copy of the agreement shall be attached along with Teaming / consortium agreement should clearly specify Lead Bidder and the partners with their respective roles, responsibilities, and authorities clearly demarcated. Any changes and deviation of roles and responsibilities and authorities after the award of contract by the contractor/bidder will be taken, as non-performance of contract and IDBI Bank will have the right to cancel the Bid or terminate the Contract at its discretion. IDBI Bank has the right to cancel the Bid or terminate the contract in case of change in the constitution of consortium during contract period. Prior intimation and written approval of IDBI Bank is necessary for any change in the constitution, substitution, addition or removal of any of the partners. IDBI Bank shall enter into an agreement with the consortium through the Lead Bidder(s), for the duration of the contract period for various Services defined in the Scope of Work. 13.Opening of Financial Bids 1. Opening of Bids Financial Bids, based on the Technical evaluation, that have qualified the minimum benchmark score as specified will be opened. Financial Bids of technically disqualified Bidders shall not be opened and returned to the Bidders. 2. Announcement of Bids IDBI Bank Limited 20 of 110

21 The Financial Bids will be opened, in the presence of Bidders representatives who choose to attend the Financial Bid opening on date and time to be communicated to the qualified Bidders. The Bidder s representatives who are present shall sign a register evidencing their attendance. The name of Bidder, Bid Prices, Discount, etc. will be announced at the meeting. 14.Clarification of Bids During evaluation of Bids, IDBI Bank may, at its discretion, when deemed necessary, ask the Bidder for a clarification of their Bid. The request for clarification and the response shall be in writing. If the response to the clarification is not received within the prescribed period, IDBI Bank reserves the right to make its own reasonable assumptions at the total risk and cost of the Bidder. 15.Eligibility Criteria / Preliminary Examination (a) The prospective Bidders should fulfill the respective pre-qualifications mentioned below; otherwise their Bids will not be considered valid for the Bid evaluation process and will be summarily rejected. The Bidders should submit all the supporting documents in the Bidder s eligibility proof along with Annexure -5 hereof. In the absence of such documentary evidences Bid will be rejected without any further correspondence. The decision of IDBI Bank shall be final, conclusive and binding on all the parties. i. The bidder should have provided web-hosting services to at least one corporate customer (from BSE top 100 list). Customer list with contact details should be provided. ii. The bidder should have at least one Commercial bank Client for web hosting as a reference. iii. The bidder should have Tier-3 Data Centre or higher. iv. The Primary and Secondary sites should have ISO certification for Websites Hosting Data Center/Services and the certificate should be current. v. The Primary and Secondary sites should be complied with CERT-In security guidelines/recommendations and audited for the same by a CERT-In empanelled Service Provider.. IDBI Bank Limited 21 of 110

22 vi. vii. The bidder should have been a profit making company during the past three financial years i.e , and The bidder should have been in the business of Websites Hosting for a minimum of3 years. (b) The supporting document as described below shall be submitted along with the covering letter as a part of Technical Bid. Without the documents, Bid will be rejected in the first stage (technical evaluation) itself. i. A Bid Security as specified in the Bid Documents must accompany all the Bids. ii. Required technical details/brochure/s of Websites hosting on dedicated servers service offered by the Bidder duly supported by schematic diagrams and technical specifications of each component offered shall be furnished along with the reasons justifying the requirement/s for each such items/components, accessories and software products as part of the Technical Bid. Bidders should provide all the information necessary as per the RFP, failing which their proposals are liable to be rejected. iii. The Bidder shall commit in writing to operationalize the Websites hosting on dedicated servers as per the time schedule indicated in this RFP. iv. The Bidder shall commit that the key personnel to be employed for Websites hosting on dedicated servers are qualified enough with adequate experience to handle a project of this nature and involved in similar implementations and that once assigned to the project will not be moved out of it, except for reasons beyond the control of the Bidder. v. The Bidder must organize the response in accordance with the format specified in the RFP and under no circumstance will leave a response item unanswered. If any row or column does not contain the response, the entire response will not be taken up for consideration. Any response not as per the format will not be included for any further consideration. IDBI Bank Limited 22 of 110

23 vi. The Bidder must provide undertaking to make all software changes/ to provide software patches, necessary to comply with all the requirements as well as any other requirements specified by IDBI Bank from time to time, free of cost within contract period. vii. The date of completion of the Project including operationalisation i.e. performing live operations shall not be later than one month from the date of award of the Contract. The Bidder shall categorically undertake to meet this timeline. Time being the essence of the contract; the Bidder is not likely to be considered if there is no such undertaking. viii. The Bidder shall obtain necessary permissions and arrange for visit to a site, where the websites hosting on dedicated servers being offered to IDBI bank, has already been implemented and operationalized. (c) Completeness of Bids IDBI Bank will examine the Bids to determine whether they are complete, whether they meet all the terms & conditions and Technical Specifications and whether any computational errors have been made, whether required sureties have been furnished, whether the documents have been properly signed, and whether the Bids are generally in order. (d) Rejection of Non-responsive Bids A Bid determined as not responsive will be rejected by IDBI Bank and may not subsequently be made responsive by the Bidder by correction of the nonconformity. Any decision in this regard by IDBI Bank shall be final, conclusive and binding on the Bidder. (e) Waivers IDBI Bank Limited 23 of 110

24 IDBI Bank may waive any minor informality or nonconformity or irregularity in a Bid, which does not constitute a material deviation, provided such waiver, does not prejudice or affect the relative ranking of any Bidder. 16.Rectification of Errors Decision as to any arithmetical error manifest or otherwise in response to Bid Document/ RFP shall be decided at the sole discretion of IDBI Bank and shall be binding on the Bidder. Any decision of IDBI Bank in this regard shall be final, conclusive and binding on the Bidder. 17.Rejection / Acceptance of Bid IDBI Bank reserves the right to accept any Bid and to annul or abandon the Bid process and / or reject in part or full any or all the Bids at any time prior to award of contract / Bid, without assigning any reason whatsoever and without thereby incurring any liability whatsoever to the affected Bidders or any obligation to inform the affected Bidders of the grounds for the IDBI Bank s action. Any action / decision of IDBI Bank in this regard shall be final, conclusive and binding on the Bidder. 18.Cancellation of Bid IDBI Bank reserves the right to cancel, annul or abandon the entire Bid process in case of any anomaly, irregularity or discrepancy or for any other reasons or otherwise without thereby incurring any liability whatsoever to the affected Bidders or any obligation to inform the affected Bidders of the grounds for the IDBI Bank s action. IDBI Bank shall not be bound to give any reasons or explain the rationale for its actions / decisions to annul or abandon or cancel the bid process. Any action / decision of IDBI Bank in this regard shall be final, conclusive and binding on the Bidder. IDBI Bank further reserves the right to re-issue /re-commence the bid or circulate new RFP altogether on the subject matter or any activity or part thereof concerning thereto. Any decision of IDBI Bank in this regard shall be final, conclusive and binding on the Bidder. IDBI Bank Limited 24 of 110

25 19.Evaluation and comparison of Bids a) A screening committee constituted by IDBI Bank for the purpose of selection of the successful Bidder, would evaluate Technical Bids to qualify the Bidders. b) The proposals will be evaluated in two stages. In the first stage, i.e. Technical Evaluation, the Bidders will be short listed, based on the responses given by the Bidders to the questions in the RFP, other relevant information provided in the proposal, reference site feedback. In the second stage, the commercials of implementation would be evaluated. c) The company profile, past experience of the Bidder in the area of installation, training and operationalisation of the end to end Websites Hosting on dedicating servers, technical features of the Websites Hosting on dedicating servers, Hardware/Software requirements proposed to operationalize the Websites Hosting on dedicating servers, delivery schedule, service support, price, etc. shall be some of the important criteria s in selecting the Bidder. d) During the period of evaluation, Bidders may be asked to provide more details and explanations about information they have provided in the proposals. Bidders should respond to such requests within the time frame indicated in the letter/fax/ seeking the explanation. e) IDBI Bank reserves the right to modify / amend the evaluation process at any time during the Bid process, without assigning any reason, whatsoever, and without any requirement of intimating the Bidders of any such change. Any time during the process of evaluation, IDBI Bank may seek specific clarifications from any or all Bidders. f) Technical Bid evaluation methodology that IDBI Bank would adopt is as given below. IDBI Bank Limited 25 of 110

26 i. The functional and technical questionnaire is in a form of a table as provided in Section 6, 7 and 8, which contains the required functionality features in the second column, followed by their respective ratings in the third column. ii. IDBI Bank s ratings for the functionality features are listed in the following table. Rating Description ital functionality. The websites hosting must provide this functionality without requiring any customization (it should be readily available during evaluation). D Desirable functionality. This is a functionality, which IDBI Bank would like to have in the Websites Hosting. If the Bidder / endor provide this functionality, it would carry points in the evaluation. iii. The following table lists the scale, which should be used to provide the response. Scale Description 0 Functionality is not available and will not be provided by the Bidder. 1 Required features readily available and to be provided by the Bidder g) The Bidder is expected to fill up these functionality requirements in a tabular format provided in the Sections 6, 7 and 8 with appropriate responses, details and ratings as described above and submitted as a part of Technical Bid. h) The Bidders should provide their response to the questionnaire in the fourth column Response, and enter their remarks in the last column i) Basis for evaluation Heads of assessment Weightage Score awarded Experience in Hosting 1 to 3 years :: 10 (Bank web Sites) 25 3 to 5 years :: 15 Client base 20 Presentation, Demonstration of the 20 Product. Structured Walkthrough & Site 20 visit. Preparations & review of processes, 15 policies, & systems. Total 100 > 5 years :: 25 More than 5 (from the listof Top BSE 100):: 20 Atleast one comm. Bank :: 10 IDBI Bank Limited 26 of 110

27 j) The Bidders, not providing ITAL Items under Websites Hosting on dedicating servers are liable to be rejected during Technical evaluation stage, at the discretion of IDBI Bank. Providing all vital features/requirements is a pre-requisite for the technical evaluation of the bids. k) The Top five of the shortlisted Bidder from the technical evaluation will qualifyfor next stage of commercial bid evaluation. The commercial bids would be opened in their presence or their authorized representatives wishing to be present. l) The Bidder cannot quote for the Bid in part. m) No intimation would be sent to the unsuccessful Bidders. n) The evaluation of the financial proposals shall be based on the lowest rate quoted by the Bidders as indicated in the formats suggested for furnishing the Financial Details vide Annexure -2. o) IDBI Bank's decision in respect to evaluation methodology and short-listing Bidders will be final and no claims whatsoever in this respect will be entertained. p) IDBI Bank is not bound to accept the lowest or any Bid and has the right to reject any Bid without assigning any reason whatsoever. q) IDBI Bank also reserves the right to re-issue / re-commence / cancel the Bid/Bid process. Any decision in this regard by IDBI Bank shall be final, conclusive and binding on the Bidders 20.Contacting IDBI Bank a) Contact by Writing No Bidder shall contact IDBI Bank on any matter relating to its Bid; from the time of the Bid opening to the time the Contract is awarded. If the Bidder wishes to bring additional information to the notice of IDBI, it should be done in writing. b) Rejection of Bid Any effort by a Bidder to influence IDBI Bank in its decisions on Bid evaluation, Bid comparison or Contract award may result in rejection of the Bidder s Bid. 21.Award of Contract IDBI Bank s right to accept any Bid and to reject any Bid or all Bids IDBI Bank Limited 27 of 110

28 IDBI Bank shall however not bind itself to accept the best Bid or any Bid and reserves the right to accept any Bid, wholly or in part. IDBI Bank reserves rights to annul the Bidding process and reject all Bids at any time before the award of Contract at its sole discretion, without thereby incurring any liability to the affected Bidder or Bidders. Notification of acceptance of Bid i. Notification to Bidder Before the expiry of the period of validity of the proposal, IDBI Bank shall notify the successful Bidder in writing by registered letter or by fax or by hand-delivery, that its Bid has been accepted. The Bidder shall acknowledge in writing receipt of the notification of acceptance and has to convey his absolute, unconditional and unqualified acceptance and thereafter enter into agreement / Contract within seven (7) days from the date of acceptance. ii. Signing of Contract Signing of the Contract shall follow the notification of the acceptance. However, IDBI Bank may negotiate certain terms with successful Bidder before signing of the Contract. The Bidder should sign the Contract Form (Refer Annexure-1: Form-7) the signing of Contract will amount to award of contract and Bidder will initiate the execution of the work as specified in the Contract. The signing of contract shall be completed within 7 days of receipt of notification of the acceptance of bid. iii. Discharge of Bid Security (EMD) Upon the successful Bidder signing the Contract/Agreement, IDBI Bank shall advise the Bidder to provide performance guarantee. EMD of successful Bidder shall be discharged on the Successful Bidder signing the Contract/Agreement and upon furnishing the Performance Security. The Bid Security to unsuccessful Bidders shall be discharged after the Bid validity period. IDBI Bank Limited 28 of 110

29 22.Performance Security a) Within 7 days of the receipt of acceptance of Bid by IDBI, the successful Bidder shall furnish the Performance Bank Guarantee as per the format provided in Annexure-1 (Form-6). b) The value of the Performance Bank Guarantee will be 15 % of the total contract value. c) The Performance Security / Performance Bank Guarantee shall be denominated in Indian Rupees and shall be in one of the following forms: A bank guarantee issued by a scheduled commercial bank. Or A banker's Cheque / demand draft, issued by a public sector bankfavouring IDBI Bank. d) The proceeds of the Performance Security shall be payable to IDBI Bank as compensation for any loss or damage resulting from the Bidder s failure to complete its obligations under and in accordance with the Contract. e) The Performance Bank Guarantee should be valid till end of contract period + 90 days from the implementation and acceptance of system. f) Failure of the successful Bidder to comply with the requirement of the Performance Bank Guarantee shall constitute sufficient grounds for the annulment of the award and forfeiture of the Bid Security, in which event IDBI Bank may award the Contract to the next best evaluated Bidder or call for new Bids. Any decision in this regard by IDBI Bank shall be final, conclusive and binding on the Bidder. g) The Performance Security will be discharged by IDBI Bank and returned to the bidder after 90 (ninety) days from the expiry of contract from the date mentioned in acceptance certificate. iv. Expenses for the Contract IDBI Bank Limited 29 of 110

30 All costs and expenses (including stamp duty, etc.) in connection with the execution of Agreement / Contract shall be borne by the successful Bidder. v. Failure to abide by the Agreement / Contract The conditions stipulated in the Agreement/Contract shall be strictly adhered to and any breach / violation thereof will entail termination of the Contract without prejudice to the other rights of IDBI Bank including recovery of penalties as specified in this RFP or Agreement / Contract. vi. Annulment of Award Failure of the successful Bidder to comply with the requirement shall constitute sufficient ground for the annulment of the award and forfeiture of the Bid Security, in which event IDBI Bank may at its sole discretion, make the award to the next lowest evaluated Bidder or call for new Bids. IDBI Bank Limited 30 of 110

31 SECTION 4: TERMS AND CONDITIONS OF THE RFP / CONTRACT 1.Definitions In the Contract, the following terms shall have the following meanings and shall be interpreted accordingly: a) "The Contract" means the agreement to be entered into between IDBI Bank and the Bidder as recorded in the contract form duly signed by the Parties, including all annexure, schedules, exhibits, supplements, appendices, amendments, revisions, notations and modifications thereof for supply and implementation of software &provide / carry out the Services of bidder, as indicated / spelt out in Section 5 - Scope of Work. b) Bidder" or "Contractor or "endor" means any person / persons / firm / company, etc., to whom work has been awarded and whose Bid has been accepted by IDBI Bank and shall include its authorized representatives and successors and permitted assigns. c) "IDBI Bank" or The Purchaser means IDBI Bank Limited including its successors and assigns. d) "The Contract Price" means the price/compensation payable to the endor/bidder under and in accordance with the Contract for the due performance and observance of its contractual obligations under and in accordance with the Contract. e) "Service(s)" means all the services as specified in Section 5 Scope of Work, which the endor/ Bidder is required to provide and/or procure for the Purchaser/IDBI Bank under and in accordance with the Contract. f) In case of a difference of opinion on the part of the Bidder in comprehending and /or interpreting any clause / provision of the Bid Documents after submission of the Bid, the interpretation by Purchaser/IDBI Bank and decision of Purchaser/IDBI Bank in this behalf shall be final, conclusive and binding on the Bidder. g) Acceptance of Bid means the letter/fax or any memorandum communicating to the Bidder the acceptance of his Bid h) Business Day means any day that is not a Sunday or a public holiday (as per the official holidays observed by IDBI Bank). i) "Confidential Information" means, (i) intellectual property information; (ii) technical or business information or material not covered in (i); (iii) proprietary or internal information related to the current, future and proposed products or services of the IDBI Bank Limited 31 of 110

32 Parties including, financial information, process/flow charts, business models, designs, drawings, data information related to products and services, procurement requirements, purchasing, customers, investors, employees, business and contractual relationships, business forecasts, business plans and strategies, information the Parties provide regarding third parties; (iv) information disclosed pursuant to this Contract and (v) all such other information which by its nature or the circumstances of its disclosure is confidential j) Commissioning means the successful installation of the System, including supply, configuration, customization, integration, successful testing of all hardware & software is executed to the satisfaction of the Purchaser. k) Document means any embodiment of any text or image howsoever recorded and includes any data, text, images, sound, voice, codes, computer programmes, software and / or databases or microfilm or computer generated microfiche or similar device. l) Effective Date means the date on which this Contract is signed and executed by the Parties hereto. If this Contract is executed in parts, then the date on which the last of such Contracts is executed shall be construed to be the Effective Date. m) Intellectual Property Rights means any patent, copyright, trademark, trade name, design, trade secret, permit, service marks, brands, propriety information, knowledge, technology, licenses, databases, computer programs, software, know how or other form of intellectual property right, title, benefits or interest whether arising before or after the execution of this Contract and the right to ownership and registration of these rights. n) Parties means the Purchaser/IDBI Bank and the Bidder/endor and Party means either of the Parties. o) Site means the place in which the operations/service(s) are to be carried out or places approved by the Purchaser for the purposes of the Contract together with any other places designated in the Contract as forming part of the Site. 2.Interpretation In this Contract unless a contrary intention is evident: a) The clause headings are for convenient reference(s) only and do not form part of this Contract; IDBI Bank Limited 32 of 110

33 b) Unless otherwise specified a reference to a clause number is a reference to all of its subclauses; c) Unless otherwise specified a reference to a clause, sub-clause or section is a reference to a clause, sub-clause or section of this Contract including any amendments or modifications to the same from time to time; d) A word in the singular includes plural and a word in the plural includes singular; e) A word importing a gender includes any other gender; f) A reference to a person includes a partnership and a body corporate; g) A reference to legislation includes legislation repealing, replacing or amending that legislation; h) Where a word or phrase is given a particular meaning it includes the appropriate grammatical forms of that word or phrase which have corresponding meanings; i) Reasonability and materiality of "doubt" and "controversy" shall be at the discretion of IDBI Bank. j) The words not expressly defined herein shall have meanings ascribed to them in the General Clauses Act, 1897 and the Information Technology Act, Conditions Precedent a) The Contract is subject to the fulfillment of the following conditions precedent by the Bidder / endor. i. Furnishing of an unconditional and irrevocable Performance Bank Guarantee (Performance Security) as mentioned in Section 3(ITB) - 22 as per the format given in Annexure-1 (Form No 6). ii. Execution of a Deed of Indemnity as per format given in Annexure-1 (Form No- 4). iii. iv. Furnishing solvency certificate and certificate confirming that there are no vigilance or court cases threatened or pending against the Bidder. Furnishing of such other documents as IDBI Bank / Purchaser may specify, including but not limited to definitive documents. 4.Standard of Performance The endor/bidder shall perform the service(s) and carry out its obligations under the Contract with due diligence, efficiency and economy, in accordance with generally accepted techniques and practices used in industry and with professional engineering IDBI Bank Limited 33 of 110

34 standards recognized by the international professional bodies and shall observe sound management, technical and engineering practices. It shall employ appropriate advanced technology, procedures and methods. The endor/bidder shall always act, in respect of any matter relating to the Contract, as faithful advisors to IDBI Bank and shall, at all times, support and safeguard IDBI's legitimate interests in any dealing with third parties. 5.Use of Contract Documents & Information a) The Bidder/endor shall treat all documents, information, data and communication of and with IDBI Bank / the Purchaser as privileged and Confidential and shall be bound by the terms and conditions of the Non-Disclosure Agreement. The Bidder/endor shall execute the Non-Disclosure Agreement simultaneously at the time of execution of the Contract. The Bidder/endor shall not, without Purchaser's prior written consent, disclose the Contract, or any provision thereof, or any specification, plan, sample or information or data or drawings / designs furnished by or on behalf of Purchaser/IDBI Bank in connection therewith, to any person other than a person employed by the Bidder/endor in the performance of the Contract. Disclosure to any such employed person shall be made in utmost confidence and shall extend only so far as may be necessary and relevant for purpose of such performance and shall be subject to the terms and conditions of the Non-Disclosure Agreement. b) The Bidder/endor shall not, without Purchaser's/IDBI's prior written consent, make use of any document, data or information etc., enumerated in this Bid Documents save and except for due performance and observance of the Contract. c) Any document, other than the Contract itself, enumerated in this Bid Documents shall remain the property of Purchaser/IDBI Bank and shall be returned (in all copies) to Bidder / endor on completion of the Bidder's/endor's performance under and in accordance with the Contract, if so required by Purchaser/IDBI. 6.Indemnity a) The Bidder/endor shall execute and furnish to the Purchaser, a deed of indemnity in favor of the Purchaser/IDBI Bank in a form and manner, as given in Annexure-1 (Form No 4), indemnifying the Purchaser/IDBI Bank its directors, employees, agents and representatives from and against any costs, loss, damages, expense, claims, litigations, IDBI Bank Limited 34 of 110

35 suits, actions, judgments, and or otherwise including but not limited to those from third parties or liabilities of any kind howsoever suffered, arising out of or incurred inter alias during and after the Contract period including but not limited to third-party claims due to infringement of patent, trademark, Intellectual Property Rights, copy-rights or industrial drawings and designs arising from use of the services or any part thereof and/or otherwise. 7.Support & Maintenance a) The Bidder/endor will provide maintenance support during the period the webhosting services are availed by IDBI Bank. Any defects/bugs noticed in the Websites hosting services shall be reworked and/or replaced by the Bidder/endor with defect-free components free-of-cost. b) Bidder/endor should provide software patches/upgrades towards complying with all the statutory and any other requirements from IDBI Bank as specified from time to time during the Contract period, free of cost. c) As part of Maintenance Support, the endor/bidder has to provide following service(s): endor/bidder has to provide bug fixes for the defects / bugs noticed in the services without any additional cost. All upgrades should be provided as part of the maintenance support. d) The endor/bidder shall warrant that the websites hosting services availed by the contract under the Contract is specifically designed and developed for IDBI Bank and based on the most recent and current techniques and complies with the specifications defined later on in the document. e) IDBI Bank shall notify the bidder of any claims arising under this warranty. f) If the endor/bidder, having been notified, fails to remedy the defect(s) within a timeframe specified in the Service Level Requirements (Annexure -3), IDBI Bank shall proceed to take such remedial action as may be necessary, at the endor s/bidder's risk and expense and without prejudice to any other rights which IDBI Bank may have against the bidder under the Contract or applicable laws or in equity. g) The successful bidder will help the Bank in ensuring smooth deployment\migration of the Bank s Websitesfrom the present hosting facility to the new hosting facility being procured under this RFP, if required in future at no extra cost. IDBI Bank Limited 35 of 110

36 h) Bidder as part of technical proposal should provide escalation matrix along with contact details. 8.Contract Amendments No variation in or modification of the terms of the Contract shall be made except by written mutual consent signed by both the Parties i.e. the endor/bidder and IDBI Bank. 9.Delay in the endor s/bidder s Performance a) Performance of the Contract shall be made by the endor/bidder in accordance with the time schedule specified by IDBI Bank b) A delay by the endor/bidder in the performance of its Contract obligations shall render the endor/bidder liable to any or all the following sanctions: i. Forfeiture of its performance guarantee ii. Imposition of liquidated damages, and/or iii. Termination of the Contract for default c) If at any time during performance of the Contract, the endor/bidder or its consortium partners encounter conditions impeding timely completion of the Service(s) under the Contract and performance of Service(s) / System, the endor/bidder shall promptly notify IDBI Bank in writing of the fact of the delay, its likely duration and its causes. As soon as practicable after receipt of the endor s/bidder s notice, IDBI Bank shall evaluate the situation and may at its discretion extend the endor s/bidder's time for performance, in which case the extension shall be ratified by the Parties by amendment of the Contract. 10.User Acceptance Test and Quality Check a) The User Acceptance Tests, which shall involve testing of the entire setup including the hardware, and its integration with application software and within the time limit prescribed by IDBI Bank with live and test data shall be conducted by bidderat the location prescribed by IDBI Bank. The User Acceptance Test must be completed to the satisfaction of IDBI Bank, within a timeframe specified by IDBI Bank. b) IDBI Bank reserves the right to evolve a procedure of Quality Checking to ensure that the Websites hosting on dedicated servers is according to the prescribed specifications. c) The Launch and acceptance criteria shall be defined, through mutual agreement between IDBI Bank & the bidder, at the time of finalization of Contract/Agreement. IDBI Bank Limited 36 of 110

37 d) Nothing stated herein above shall in any way release or discharge the bidder from any warranty or other obligations / liabilities under and in accordance with the Contract/Agreement. e) On successful completion of acceptability test, receipt of deliverables, etc, and after IDBI/the Purchaser (which shall not be deemed to be an obligation on the Purchaser) is satisfied with the working of the Services/Systems (Websiteshosting on dedicated servers), the Acceptance Certificate in the format given in Annexure-1 (Form No 5) will be issued by IDBI Bank/the Purchaser. The date on which such certificate is signed shall be deemed to be the date of successful commissioning of the Websites Hosting on dedicated servers. f) The websites hosting services will be availed by IDBI Bank for a period of 5years from the date of user sign-off for acceptance. 11.Payment Terms a) Payment will be made in Quarterly advances, at the beginning of each quarter on submission of invoice and monitoring report. b) Maintenance / Support Stage: i. The bidder s request(s) for payment shall be made to IDBI Bank in writing (Invoice) accompanied by SLA (Service Level Agreement) compliance reports for which payment is being claimed. ii. iii. All the payments to the bidder shall be subject to the report of satisfactory accomplishment of the concerned task, to be submitted by the Project - coordinating team, as appointed by IDBI Bank for this purpose. Penalties, if any, on account of liquidated damages and non-compliance of SLA (Service Level Agreement), shall be deducted from the invoice value. 12.Liquidated Damages a) If the bidder fails to deliver any or all of the Service(s)/Systems or perform the Services within the time period(s) specified in the Contract/Agreement, IDBI/ Purchaser shall, without prejudice to its other rights and remedies under and in accordance with the Contract/Agreement, deduct from the Contract price, as liquidated damages, a sum IDBI Bank Limited 37 of 110

38 equivalent to 1% per week or part thereof of Contract price subject to maximum deduction of 10% of the order value of the delayed Service(s) or unperformed Service(s) or interrupted Service(s). In case of undue delay beyond a period of 15 days unless otherwise waived by the IDBI Bank / Purchaser, Purchaser may consider termination of the Contract. b) If the bidder fails to complete the entire work before the scheduled completion date or the extended date or if the bidder repudiates the Contract before completion of the Services, IDBI Bank /the Purchaser may without prejudice to any other right or remedy available to IDBI Bank /the Purchaser as under the Contract recover from the bidder, as ascertained and agreed liquidated damages and not by way of penalty: c) IDBI/ the Purchaser may recover from the bidder, a sum equivalent to 0.5 % of the total Contract price for delay in completion of the Service(s) for each week of delay beyond the scheduled completion date or part thereof, subject to a maximum of 10%, even though IDBI Bank / the Purchaser may accept delay in completion after the expiry of the scheduled completion date of that particular location. For the purpose of liquidated damages scheduled completion date will be taken as date of issuance of acceptance certificate / commissioning. d) IDBI Bank/the Purchaser may without prejudice to its right to effect recovery by any other method, deduct the amount of liquidated damages from any money belonging to the bidder in its hands (which includes IDBI Bank's/ the Purchaser s right to claim such amount against bidder's Bank Guarantee) or which may become due to the bidder. Any such recovery or liquidated damages shall not in any way relieve the bidder from any of its obligations to complete the works / service(s) or from any other obligations and liabilities under the Contract/Agreement. 13.Resolution of Disputes The Parties shall use their best efforts to amicably settle all disputes arising out of or in connection with the Contract/Agreement in the following manner: a. The Party raising the dispute shall address to the other Party a notice requesting an amicable settlement of the dispute within seven (7) days of receipt of the notice. IDBI Bank Limited 38 of 110

39 b. The matter will be referred for negotiation between IDBI Bank /the Purchaser and the bidder. They shall then resolve the matter and the agreed course of action documented within a further period of 15 days. The Parties agree that any dispute between the Parties, which cannot be settled by negotiation in the manner, described above, may be resolved exclusively by arbitration and such dispute may be submitted by either party to arbitration within 20 days of the failure of negotiations. Arbitration shall be held in Mumbai, India and conducted in accordance with the provision of Arbitration and Conciliation Act, 1996 or any statutory modification or reenactment thereof. Each Party to the dispute shall appoint 1 arbitrator each and the two arbitrators shall jointly appoint the third or the presiding arbitrator. The arbitration proceedings shall be conducted in the English language. Subject to the above, the courts of law at Mumbai alone shall have the jurisdiction in respect of all matters connected with the Contract/Agreement. The arbitration award shall be final, conclusive and binding upon the Parties and judgment may be entered thereon, upon the application of either party to a court of competent jurisdiction. Each Party shall bear the cost of preparing and presenting its case, and the cost of arbitration, including fees and expenses of the arbitrators, shall be shared equally by the Parties unless the award otherwise provides. The bidder shall not be entitled to suspend the service(s) or the completion of the job, pending resolution of any disputes between the Parties and shall continue to render the Service(s) in accordance with the provisions of the Contract/Agreement notwithstanding the existence of any dispute between the Parties or the subsistence of any arbitration or other proceedings. The provision under this section survives the Contract/Agreement. 14.Implementation The successful Bidder/endor shall complete the project / perform and render the Services within the agreed time frame starting from the date of award of Contract/Agreement. The implementation schedule specified under the Clause 5 (Schedule) of Section 5 of the RFP Document shall be strictly adhered to. Time is the essence of this Contract / Agreement. IDBI Bank Limited 39 of 110

40 15. NO CLAIM Certificate The bidder shall not be entitled to make any claim, whatsoever, against IDBI Bank, under or by virtue of or arising out of, the Contract/Agreement, nor shall IDBI Bank entertain or consider any such claim, if made by the bidder after he has signed a No Claim Certificate in favor of IDBI Bank in such forms as shall be required by IDBI Bank after the works are finally accepted. 16.Survival a) Any provision of the Contract/Agreement which, either expressly or by implication, survive the termination or expiration of the Contract/Agreement, shall be complied with by the Parties including that of the provisions of indemnity, confidentiality, nondisclosure in the same manner as if the present Contract/Agreement is valid and in force and effect. b) The provisions of the clauses of the Contract/Agreement in relation to Documents, data, processes, property, Intellectual Property Rights, indemnity, publicity and confidentiality and ownership survive the expiry or termination of the Contract/Agreement and in relation to confidentiality, the obligations continue to apply unless IDBI Bank/ the Purchaser notifies the bidder of its release from those obligations. 17.No Agency The Service(s) of the bidder herein shall not be construed as any agency of IDBI Bank/ the Purchaser and there shall be no principal agency relationship between IDBI Bank and the bidder in this regard. 18.No Set-off, counter-claim and cross claims. In case the endor/ Bidder has any other business relationship with IDBI Bank/ the Purchaser, no right of set-off, counter-claim and cross-claim and or otherwise will be available under this Contract/Agreement to the endor/ Bidder for any payments receivable under and in accordance with that business. 19.Key Performance Measurements Unless specified by IDBI Bank/ the Purchaser to the contrary, the endor/ Bidder shall perform the Service(s) and carry out the Service(s) under and in accordance with the terms of the Contract/Agreement. IDBI Bank Limited 40 of 110

41 20.Commencement and Progress The endor/ Bidder shall proceed to carry out the Service(s) with diligence and care in accordance with any stipulation as to the time, manner, mode, and method of execution contained in the Contract/Agreement and shall meet the standards of good industry practice. 21.Start of Installation: Prior to taking up installation of any major component of work, the endor/ Bidder shall submit to IDBI Bank/ the Purchaser his proposed procedures and obtain IDBI Bank's/Purchaser s approval in writing. 22.Reporting Progress: a) The endor/ Bidder shall monitor progress of all the activities specified in the program of works and submit free of cost weekly progress report about various aspect of the works/service(s) to IDBI Bank / the Purchaser. IDBI Bank / the Purchaser on mutual agreement between both Parties may change the periodicity of such reports and also the content. b) Also the endor/bidder will have to participate in weekly meetings with IDBI Bank/ the Purchaser to discuss project progress and various issues concerning efficient and timely execution. c) If at any time it appears to IDBI Bank/ the Purchaser that the actual progress of work does not conform to the approved programme, the endor/ Bidder shall produce at the request of IDBI Bank/ the Purchaser a revised programme showing the modification to the approved programmenecessary to ensure completion of the works within the time for completion. d) The submission for approval by IDBI Bank / the Purchaser of such revised programme shall not relieve the endor/ Bidder of any of his duties, obligations or responsibilities under the Contract/Agreement. 23.Statutory Requirements: During the tenure of the Contract/Agreement nothing shall be done by the endor/bidder in contravention of any law, act and/ or rules/regulations, there under or any amendment thereof governing inter-alia customs, foreign exchange, etc., and shall keep IDBI Bank/ the Purchaser, its directors, officers, employees, representatives, agents and consultants indemnified in this regard. The endor / Bidder shall procure any further approvals, IDBI Bank Limited 41 of 110

42 consents as may be deemed necessary due to change in the applicable law or regulatory framework. The endor / Bidder shall maintain accounts and relevant records as per the requirements of Reserve Bank of India Master Circular on outsourcing. 24.IDBI Bank's/ Purchaser s Right of Inspection and Periodic Audit a) IDBI Bank/ the Purchaser reserve the right to inspect and monitor/assess the progress of the Services at any time during the course of the Contract/Agreement. The Purchaser may demand and upon such demand being made, IDBI Bank/ the Purchaser shall be provided with any document, data, material or any other information, which it may require, to enable it to assess the progress of the Services. b) IDBI Bank/ the Purchaser shall also have the right to conduct, either itself or through another agency as it may deem fit, an audit to monitor the performance by the endor/ Bidder of its obligations/functions in accordance with the standards committed to or required by IDBI Bank/ the Purchaser and the endor/ Bidder undertakes to cooperate with and provide to IDBI Bank/ the Purchaser/ any other agency appointed by the Purchaser, all documents and other details as may be required by them for this purpose. Any deviations or contravention identified as a result of such audit/assessment would need to be rectified by the endor/ Bidder failing which IDBI Bank/ thepurchaser may, without prejudice to any other rights that it may have, issue a notice of default. c) It is expressly agreed that nothing stated herein above shall in any way release or discharge the endor/ Bidder from any warranty or other obligations / liabilities under and in accordance with the Contract/Agreement. 25.Contract Prices Prices payable to the Bidder as stated in the Contract/Agreement shall be firm and not subject to adjustment during performance of the Contract/Agreement, irrespective of reasons whatsoever, including exchange rate fluctuations, changes in taxes, duties, levies, charges, etc 26.Information Security: a) The endor/ Bidder and its personnel shall not carry any written material, layout, diagrams, floppy diskettes, hard disk, storage tapes or any other media out of IDBI Bank's/ Purchaser s premises without written permission from IDBI Bank/ the Purchaser. b) The endor/ Bidder personnel shall follow IDBI Bank's/ the Purchaser s information security policy and instructions in this behalf. c) The endor/ Bidder acknowledges that IDBI Bank's/ the Purchaser s business data and IDBI Bank Limited 42 of 110

43 other proprietary information or materials, whether developed by IDBI Bank/ the Purchaser or being used by IDBI Bank/ the Purchaser pursuant to a license agreement with a third party (the foregoing collectively referred to herein as proprietary information ) are confidential and proprietary to IDBI Bank/the Purchaser; and the endor/ Bidder agrees to use reasonable care to safeguard the proprietary information and to prevent the unauthorized use or disclosure thereof, which care shall not be less than that used by endor/ Bidder to protect its own proprietary information. endor/ Bidder recognizes that the goodwill of IDBI Bank/ the Purchaser depends, among other things, upon endor/ Bidder keeping such proprietary information confidential and that unauthorized disclosure of the same by endor/ Bidder could damage IDBI Bank /the Purchaser. By reason of endor's/ Bidder s duties and obligations hereunder, endor/ Bidder may come into possession of such proprietary information, even though the endor/ Bidder does not take any direct part in or furnish the Service(s) performed for the creation of said proprietary information and shall limit access thereto to employees with a need to such access to perform the Services required by the Contract/Agreement. endor/ Bidder shall use such information only for the purpose of performing the Service(s). d) endor/ Bidder shall, upon termination of the Contract/Agreement for any reason, or upon demand by IDBI Bank/ Purchaser, whichever is earliest, return any and all information provided to endor/ Bidder by IDBI Bank/the Purchaser, including any copies or reproductions, both hardcopy and electronic. 27.Ownership and Retention of Documents a) IDBI Bank/ the Purchaser shall own the documents, prepared by or for the endor/bidder arising out of or in connection with the Contract/Agreement. b) Forthwith upon expiry or earlier termination of the Contract/Agreement and at any other time on demand by IDBI Bank/the Purchaser, the endor/bidder shall deliver to IDBI Bank/the Purchaser all documents provided by or originating from IDBI Bank/ the Purchaser and all documents produced by or from or for the Bidder in the course of performing the Service(s), unless otherwise directed inwriting by IDBI Bank/ the Purchaser at no additional cost. The endor/ Bidder shall not, without the prior written consent of IDBI Bank/ the Purchaser store, copy, distribute or retain any such Documents. IDBI Bank Limited 43 of 110

44 28.Data Ownership By virtue of the Contract/Agreement, the endor's/ Bidder s team may have access to personal and business information of IDBI Bank/ the Purchaser and/or a third party or any taxpayer, any other person covered within the ambit of any Income tax legislation. IDBI Bank/ the Purchaser have the sole ownership of and the right to use, all such data in perpetuity including any data or other information pertaining to the subscriber that may be in the possession of the endor/bidder or endor's/bidder s team in the course of performing the Service(s) under the Contract/Agreement. 29.Representations and Warranties a) In order to induce IDBI Bank/the Purchaser to enter into the Contract/Agreement, the endor/bidder hereby represents and warrants as of the date hereof, which representations and warranties shall survive the term and termination hereof, the following: i. That the Bidder is a company which has the requisite qualifications, skills, experience and expertise in providing Information and Communication Technology (ICT) and other Service(s) contemplated hereunder to third parties, the technical know-how and the financial wherewithal, the power and the authority to enter into the Contract / Agreement and provide the Service(s)/Systems sought by IDBI Bank/ the Purchaser. ii. That the endor/ Bidder is not involved in any major litigation, potential, threatened and existing, that may have an impact of affecting or compromising the performance and delivery of Service(s) /Systems under the Contract/Agreement. iii. That the representations made by the endor/ Bidder in its Bid are and shall continue to remain true and fulfill all the requirements as are necessary for executing the duties, obligations and responsibilities as laid down in the Contract/Agreement and the Bid Documents and unless IDBI Bank/ the Purchaser specifies to the contrary, the endor/bidder shall be bound by all the terms of the Bid. iv. That the endor/ Bidder has the professional skills, personnel and resources/authorizations that are necessary for providing all such services as are necessary to perform its obligations under the Bid and this Contract/Agreement. v. That the endor/bidder shall ensure that all assets including but not limited to software s, licenses, Databases, documents, etc. developed, procured, deployed and created during the term of thecontract/agreement are duly maintained and suitably updated, upgraded, replaced with regard to contemporary and statutory IDBI Bank Limited 44 of 110

45 requirements. vi. That the endor/ Bidder shall use such assets of IDBI Bank/ the Purchaser as the Purchaser may permit for the sole purpose of execution of its obligations under the terms of the Bid, Tender or the Contract/Agreement. The Bidder shall however, have no claim to any right, title, lien or other interest in any such property, and any possession of property for any duration whatsoever shall not create any right in equity or otherwise, merely by fact of such use or possession during or after the term hereof. vii. That the endor/bidder shall procure all the necessary permissions and adequate approvals and licenses for use of various software and any copyrighted process/product free from all claims, titles, interests and liens thereon and shall keep IDBI Bank/ the Purchaser, its directors, officers, employees, representatives, consultants and agents indemnified inrelation thereto. viii. That all the representations and warranties as have been made by the endor/bidder with respect to its Bid and Contract / Agreement, are true and correct, and shall continue to remain true and correct through the term of the Contract. ix. That the execution of the Service(s) herein is and shall be in accordance and in compliance with all applicable laws and the regulatory framework. x. That there are (a) no legal proceedings pending or threatened against endor/ Bidder or any sub Bidder/third party or its team which adversely affect/may affect performance under this Contract/Agreement; and (b) no inquiries or investigations have been threatened, commenced or pending against the endor/ Bidder or any sub-bidder / third part or its team members by any statutory or regulatory or investigative agencies. xi. That the Bidder has the corporate power to execute, deliver and perform the terms and provisions of the Contract/Agreement and has taken all necessary corporate action to authorize the execution, delivery and performance by it of the Contract/Agreement. xii. xiii. That all conditions precedent under the Contract/Agreement has been complied. That neither the execution and delivery by the endor/bidder of the Contract/Agreement nor the endor's/ Bidder s compliance with or performance of the terms and provisions of the Contract/Agreement (i) will contravene any provision of any applicable law or any order, writ, injunction or decree of any court or governmental authority binding on the endor/ Bidder (ii) will conflict or be inconsistent with or result in any breach of any or the terms, covenants, conditions IDBI Bank Limited 45 of 110

46 xiv. xv. or provisions of, or constitute a default under any agreement, contract or instrument to which the endor/ Bidder is a party or by which it or any of its property or assets is bound or to which it may be subject or (iii) will violate any provision of the Memorandum and Articles of Association of the endor/ Bidder. That the endor/ Bidder certifies that all registrations, recordings, filings and notarizations of the Contract/Agreement and all payments of any tax or duty, including without limitation stamp duty, registration charges or similar amounts which are required to be effected or made by the endor/bidder which is necessary to ensure the legality, validity, enforceability or admissibility in evidence of the Contract/Agreement have been made. That the endor/ Bidder confirms that there has not occurred and shall not occur any execution, amendment or modification of any agreement/contract without the prior written consent of IDBI Bank/ the Purchaser, which may directly or indirectly have a bearing on the Contract/Agreement or Service(s). 30.Confidentiality The Parties agree that they shall hold in trust any Confidential Information received by either Party, under the Contract/Agreement, and the strictest of confidence shall be maintained in respect of such Confidential Information. The Parties also agree: i. To maintain and use the Confidential Information only for the purposes of the Contract/Agreement as permitted herein; ii. to only make copies as specifically authorized by the prior written consent of the other party and with the same confidential or proprietary notices as may be printed or displayed on the original; iii. iv. to restrict access and disclosure of Confidential Information to such of their employees, agents, vendors, and Bidders strictly on a "need to know" basis, to maintain confidentiality of the Confidential Information disclosed to them in accordance with this Clause and to treat Confidential Information as confidential for a period of [five (5)] years from the date of receipt. In the event of earlier termination of the Contract/Agreement, the Parties hereby agree to maintain the confidentiality of the IDBI Bank Limited 46 of 110

47 Confidential Information for a further period of [three (3)] years from the date of such termination. Confidential Information in oral form must be identified as confidential at the time of disclosure and confirmed as such in writing within 30 (thirty) days of such disclosure. Confidential Information does not include information which: i. the recipient knew or had in its possession, prior to disclosure, without limitation on its confidentiality; ii. is independently developed by the recipient without breach of the Contract/Agreement ; iii. information in the public domain as a matter of law; iv. is received from a third party not subject to the obligation of confidentiality with respect to such information; v. is released from confidentiality with the written consent of the other Party. The recipient shall have the burden of proving that Clauses (i) or (ii) above are applicable to the information in the possession of the recipient. Notwithstanding the foregoing, the Parties acknowledge that the nature of the Service(s) to be performed under this Contract/Agreement may require the endor's/ Bidder's personnel to be present on premises of IDBI Bank/the Purchaser or may require the endor's/ Bidder's personnel to have access to computer networks and databases of IDBI Bank/ the Purchaser while on or off premises of IDBI Bank/the Purchaser. It is understood that it would be impractical for IDBI Bank/ the Purchaser to monitor all information made available to the endor/ Bidder under such circumstances and to provide notice to the endor/ Bidder of the confidentiality of all such information. Therefore, the endor/ Bidder agrees that any technical or business or other information of the endor/ Purchaser that the endor's/ Bidder s personnel, sub Bidders, or agents acquire while on the IDBI Bank's/ Purchaser premises, or through access to IDBI Bank's/ the Purchaser computer systems or databases while on or off IDBI Bank's/ the Purchaser premises, shall be deemed Confidential Information. IDBI Bank Limited 47 of 110

48 Confidential Information shall at all times remain the sole and exclusive property of the disclosing Party. Upon termination of the Contract/Agreement, Confidential Information shall be returned to the disclosing Party or destroyed, if incapable of return. The destruction shall be witnessed and so recorded, in writing, by an authorized representative of each of the Parties. Nothing contained herein shall in any manner impair rights of IDBI Bank/ the Purchaser in respect of the Systems, Service(s), and Documents etc. In the event that any of the Parties hereto becomes legally compelled to disclose any Confidential Information, such Party shall give sufficient notice to the other Party to enable the other Party to prevent or minimize to the extent possible, such disclosure. Neither party shall disclose to a third party any Confidential Information or the contents of the Contract/Agreement without the prior written consent of the other Party. The obligations of this Clause shall be satisfied by handling Confidential Information with the same degree of care, which the receiving Party applies to its own similar confidential information but in no event less than reasonable care. The obligations of this Clause shall survive the expiration, cancellation or termination of this Contract/Agreement. The provision of this clause shall survive termination of the Contract/Agreement till such Confidential Information enters public domain. 31.Termination (a) IDBI Bank/ the Purchaser may, terminate the Contract/Agreement by giving the endor/ Bidder a prior and written notice of 90 days indicating its intention to terminate the Contract/Agreement under the following amongst other circumstances: i. Where it comes to IDBI Bank's/ the Purchaser s attention that the endor/ Bidder (or the Bidder s team) is in a position of actual conflict of interest with the interests of IDBI Bank /the Purchaser, in relation to any of terms of the Bidder s Bid or the Contract/Agreement. ii. Where the endor's/ Bidder s ability to survive as an independent corporate entity is threatened or is lost owing to any reason whatsoever, including inter-alia the filing of any bankruptcy proceedings against the endor/ Bidder, any failure by the IDBI Bank Limited 48 of 110

49 endor/ Bidder to pay any of its dues to its creditors, the institution of any winding up proceedings against the endor/ Bidder or the happening of any such events that are adverse to the commercial viability of the endor/ Bidder. iii. In the event of the happening of any events of the above nature, IDBI Bank/ the Purchaser shall reserve the right to take any steps as are necessary, to ensure the effective transition of the Service(s) to the next successor Bidder, and to ensure business continuity. (b) Termination for Insolvency: IDBI Bank/ the Purchaser may at any time terminate the Contract/Agreement by giving written notice of 90 days to the endor/ Bidder indicating its intention to terminate the Contract/Agreement, without compensation to the endor/ Bidder, if the endor/ Bidder becomes bankrupt or otherwise insolvent, provided that such termination will not prejudice or affect any right of action or remedy which has accrued or will accrue thereafter to IDBI Bank/the Purchaser. (c) Termination for Default: IDBI Bank/ the Purchaser, without prejudice to any other right or remedy for breach of Contract, by a written notice of 90 days to the endor/ Bidder indicating its intention to terminate the Contract/Agreement and also specify the nature and type of default, may terminate the Contract/Agreement in whole or in part. (d) Termination for other than Default: IDBI Bank/ the Purchaser, without prejudice to any other right or remedy, by a written notice of 90 days to the endor/ Bidder indicating its intention to terminate the Contract/Agreement and may terminate the Contract/Agreement in whole or in part. 32.Consequences of Termination a) In the event of termination of the Contract/Agreement due to any cause whatsoever, [whether consequent to the stipulated term of the Contract/Agreement or otherwise], IDBI Bank/ the Purchaser shall be entitled to impose any such obligations and conditions and issue any clarifications as may be necessary to ensure an efficient transition and effective business continuity of the Service(s) which the endor/ Bidder shall be obliged to comply with and take all available steps to minimize loss resulting from that termination/breach, and further allow the next successor endor/ Bidder to take over the obligations of the erstwhile endor/ Bidder in relation to the execution/continued execution of the scope of the Contract/Agreement. b) In the event that the termination of the Contract/Agreement is due to the expiry of the term of the Contract/Agreement, a decision not to grant any (further) extension by IDBI Bank Limited 49 of 110

50 IDBI Bank/ the Purchaser, the endor/ Bidder herein shall be obliged to provide all such assistance to the next successor Bidder or any other person as may be required and as IDBI Bank/ the Purchaser may specify including training, where the successor(s) is a representative/personnel of IDBI Bank/the Purchaser to enable the successor to adequately provide the Service(s) hereunder, even where such assistance is required to be rendered for a reasonable period that may extend beyond the term/earlier termination hereof. c) Where the termination of the Contract/Agreement is prior to its stipulated term on account of a default on the part of the endor/ Bidder or due to the fact that the survival of the endor/ Bidder as an independent corporate entity is threatened/has ceased, IDBI Bank/ the Purchaser shall pay the endor/ Bidder for that part of the Service(s) which have been authorized by IDBI Bank/ the Purchaser and satisfactorily performed by the endor/ Bidder up to the date of termination, without prejudice to any other rights, IDBI Bank/the Purchaser may retain such amounts from the payment due and payable by IDBI Bank/ the Purchaser to the endor/ Bidder as may be required to offset any losses caused to IDBI Bank/ the Purchaser as a result of any act/omissions of the endor/ Bidder. In case of any loss or damage due to default on the part of the endor/ Bidder in performing any of its obligations with regard to executing the Service(s) under the Contract/Agreement [as laid down in the Service Level Requirements,] the endor/ Bidder shall compensate IDBI Bank/the Purchaser for any such loss, damages or other costs, incurred by IDBI Bank/ the Purchaser. Additionally, the sub endor/ Bidder / other members of its team shall continue to perform all its obligations and responsibilities under the Contract/Agreement in an identical manner as were being performed hitherto before in order to execute an effective transition and to maintain business continuity. All third parties shall continue to perform all/any functions as stipulated by IDBI Bank/ the Purchaser and as may be proper and necessary to execute the service(s) under the Contract/Agreement in terms of the endor's/ Bidder s Bid and the Contract/Agreement. d) Nothing herein shall restrict the right of IDBI Bank/ the Purchaser to invoke the Performance Bank Guarantee and other guarantees, securities furnished, enforce the Deed of Indemnity and pursue such other rights and/or remedies that may be available to IDBI Bank/ the Purchaser under law or otherwise. e) The termination hereof shall not affect any accrued right or liability of either Party nor affect the operation of the provisions of the Contract/Agreement that are expressly or by implication intended to come into or continue in force on or after such termination. f) Termination survives the Contract/Agreement. g) Conflict of interest: The endor/ Bidder shall disclose to IDBI Bank/ the Purchaser in IDBI Bank Limited 50 of 110

51 writing, all actual and potential conflicts of interest that exist, arise or may arise (either for the endor/ Bidder or the Bidder s team) in the course of performing the Service(s) as soon as practical after it becomes aware of that conflict. h) Publicity: The endor/ Bidder shall not make or permit to be made a public announcement or media release about any aspect of the Contract/Agreement unless IDBI Bank/ the Purchaser first gives the endor/ Bidder its prior written consent. 33.Relationship between the Parties: a) Nothing in the Contract/Agreement constitutes any fiduciary relationship between IDBI Bank/the Purchaser and endor/ Bidder/Bidder s Team or any relationship of employer - employee, principal and agent, or partnership, between IDBI Bank/the Purchaser and endor/ Bidder. b) No Party has any authority to bind the other Party in any manner whatsoever except as agreed under the terms of the Contract/Agreement. c) IDBI Bank/ the Purchaser has no obligations to the endor's/bidder s team except as agreed under the terms of the Contract/Agreement. 34.No Assignment The Contract/Agreement cannot be transferred or assigned by the endor/ Bidder without the prior written approval of IDBI Bank / the Purchaser. 35.Entire Contract The terms and conditions laid down in the Bid and all annexure thereto shall be read in consonance with and form an integral part of the Contract/Agreement. This Contract supersedes any prior Contract, understanding or representation of the Parties on the subject matter. 36.Governing Law The Contract/Agreement shall be governed in accordance with the laws of Republic of India. These provisions shall survive the Contract/Agreement. 37.Jurisdiction of Courts The courts of India at Mumbai have exclusive jurisdiction to determine any proceeding in IDBI Bank Limited 51 of 110

52 relation to the Contract/Agreement. These provisions shall survive the Contract/Agreement. 38.Suspension of Payment to the endor/ Bidder IDBI Bank may by a written notice of suspension, suspend all payments to the endor/ Bidder under the Contract/Agreement, if the endor/ Bidder failed to perform any of its obligations under the Contract/Agreement, (including the carrying out of the service(s)) provided that such notice of suspension: i. Shall specify the nature of the failure and ii. Shall request the endor/ Bidder to remedy such failure within a specified period from the date of issue of such notice of suspension. 39.Time Limit for the Commencement of Work Time limit for commencement of work shall be two weeks from the time of award of Contract. 40.Period of Contract a) The Websites hosting on dedicated servers Implementation One month from the award of Contract. b) The Web hosting services shall be availed by IDBI Bank for a period of 5 yearsthat will start from the time the Websites hosting on dedicated servers is accepted by IDBI Bank by issuing Certificate of acceptance as implemented above. c) The availment of hosting services shall be extendable, based on mutually agreed terms and conditions. IDBI Bank Limited 52 of 110

53 SECTION 5: SCOPE OF WORK 1.Websites hosting on dedicated servers as per the terms of the RFP The Bank is planning to have its websiteshosted on dedicated servers by an Internet ServiceProvider deployed at primary and a secondary location in case of any exigencies. Hosting of secondary server should be at a different seismic zone than the primary server and both the site viz.; primary and secondary sites should be in India. The Bank also plans to host another server for analysis of the visitor data along with the servers mentioned above. Broad level scope includes the following - Hosting of IDBI Banks websites on dedicated server(s). - Hosting of analytical server for the analysis of the hits for Banks web sites. - DR site for all the applications in the scope of RFP. - 5 dedicated IPv4 and IPv6 IPs for hosting of websites. - Security protection and auto fail over of services hosted. The hosting environment/facility should be complied with CERT-In security guidelines/recommendations and audited by a CERT-In empanelled Service Provider.. 2.Launch of the Banks websiteshosting on dedicated servers a) The Service(s) required of the endor/bidder during Launch are listed below: i. Banks Websites hosting on dedicated servers including third party software s if any, should be configured /customized implemented. ii. Performance Monitoring. This task will be undertaken jointly with IDBI Bank personnel. b) Successful running in live environment. 3.System Maintenance & Support Services System Maintenance & Support services will include the following activities. a) Operating System Software problem fixes, maintenance and upgrades. b) MS SQL Server problem fixes, maintenance and upgrades. c) Antivirus Software problem fixes, maintenance and upgrades. IDBI Bank Limited 53 of 110

54 4.Schedule The endor/bidder shall implement the Service(s) as per the schedule specified below: a) The Bank websites hosting on dedicated servers One month from the award of Contract. The Implementation phase shall comprise of following. System Setup and Configuration Banks Websites Shifting User Acceptance Testing (UAT) b) System Maintenance and Support services period will be for 5years and will start from the time the Services ofwebsites hosting on dedicated servers have been accepted by IDBI Bank by issuing the certificate of acceptance. c) The period of availment of Bank s Websites hosting services shall be extendable, based on mutually agreed terms and conditions. 5.Responsibilities of endor/bidder a) The endor/bidder shall configure, customize, Implement, and maintain/support the hardware / software provided. b) The endor/bidder shall make arrangements to provide Maintenance support, problem fixes & upgrades. c) Acceptance:A team comprising technical experts / consultant from the Bank will inspect the facility hosting the websites and will submit their acceptance report. Bidderwill fully cooperate with the team by allowing suitable access, verification tools etc. in order to enable the team to check whether the facility is meeting CERT-In guidelines and is complying with the RFP terms. d) Backups:Bidder should backup the websites / data and should provide a failover arrangement with 15 minutes RPO and RTO with 30 minutes. In the event of main site becoming inaccessible failover arrangement should be up within 30 minutes of failure of main site. Failure cause may be site crash / hacking etc. e) Remote Arrangement for Maintenance:Facilities should be provided by allowing remote access to Bank for websites maintenance or tuning the websites / web server. Authorized users of the Bank should be provided FTP access from dedicated IP address for periodic updating of the Websites. PN access to the servers is also desired. f) Shifting of Banks websites:bidder will coordinate with the Bank to ensure smooth shifting of Banks websitesfrom the present ISP toa new hosting facility if required in future. For this activity the bidder would host the site in parallel for a month without any additional charge. IDBI Bank Limited 54 of 110

55 g) Reports: Bidder will be required to provide monthly reports for web sites traffic analysis etc. h) IPR : The bidder should ensure that they possesses the necessary License/s, Intellectual Property Rights, Patents, copyrights in respect of the system software / components installed on the dedicated server/s to be provided to the Bank and should guarantee that there is no infringement of IPR / License Terms. i) Support & Maintenance: Bidder should provide assurance to Bank that all the hardware, software and networking components used for providing service under this RFP will be kept under comprehensive maintenance agreement with original Manufacturers or suppliers or any third party bidders to ensure timely support and minimum downtime. j) Audit: Bank will be at liberty to get the installation audited by an IS Audit agency selected by it or by Bank s internal panel of Auditors. Bidder should cooperate and provide necessary assistance to such IS Auditor/s and rectify all the bugs and shortcomings pointed out by the IS Auditor/s / IS audit firm appointed by the Bank or internal panel of Bank s Auditors. The expenses towards this IS Audit will be borne by the Bank. k) Documentary Evidence:Bidder should submit documentary evidence in the form of certificate from Cert-empanelled agency / Auditor that its Hosting Centre conforms to CERT-IN guidelines. l) Bidder should provide documents clearly stating Security Architecture of Web Hostingfacilities. m) SLA:Bidder should accept to enter into a Service Level Agreement (SLA) with the Bank incorporating finer details like downtime / penalty etc. within the scope of this RFP. n) Downtime:At any single point of time downtime should not exceed 30 minutes. In case it is anticipated that it will exceed 30 minutes the hosting should be made available from secondary location / server. o) Bidder should agree to provide all the MIS reports on a weekly/fortnightly/monthly basis pertaining to Websites performance and hits. p) Bidder should agree to follow Bank s procedure (will be provided by the Bank) while updating the systems with any security patches / service packs. This is to ensure that such update should not lead to any downtime. q) Bidder should ensure that the server is kept updated with the latest antivirus signature files. r) Bidder should take prior permission from the Bank for any planned downtime required for maintenance etc. and for such an event hosted Websites should switch to the secondary server. s) Bidder should provide an alert service for any problems with the site hosting. This can be in the form of SMS / s and should be sent to persons mentioned in the escalation matrix. IDBI Bank Limited 55 of 110

56 t) Bidder should have the helpdesk facility for escalation of the calls on 24X 7 basis. u) Bidder should provide escalation matrix with contact details IDBI Bank Limited 56 of 110

57 SECTION 6: FUNCTIONALITY DETAILS The Bank is planning to have the IDBI Bank s websites hosted on dedicated servers by an Internet Service Provider deployed at a primary and a secondary location in case of any exigencies. Hosting of secondary server should be at a different seismic zone than the primary server and both the site viz., primary and secondary sites should be in India. The Bank also plans to host a third server for analysis of the visitor data along with the servers mentioned above. **** Bidder has to respond strictly as per Section 3 Clause 19 (Rating as 0,1) in the bidder Response Column. S.NO. Feature /Requirement Priority Response Remarks 1. The hosting environment should be complied with CERT-In guidelines/recommendations on security and audited by a Cert-In empanelled Auditors. 2. Total Number of Servers 3 One server at primary location. One server at secondary location with Auto Replication from primary server. Additional server for analysis of logs at primary site. Connectivity: 3. The Server should be connected to internet on High speed internet connectivity from alternate service providers for redundancy. The minimum dedicated bandwidth provided for the websites at both locations should be 10 mbps. 4. Minimum 500 GB of Data Transfer per month to be allocated for the websites, the unused portion should be carried forward to the next month. This should be carried forward till the year-end 5. Uptime A minimum of 99.97% uptime is to be guaranteed by the Service Provider 6. Security The server should be hardened as per the requirements given by IDBI Bank Ltd 7. The server should be hosted behind a firewall. 8. The websites and mail Host servers should be having necessary protection from hacking, different kinds of attacks/vulnerabilities. IDBI Bank Limited 57 of 110

58 S.NO. Feature /Requirement Priority Response Remarks 9. Suitable IT security measures/solutions like firewalls, IDS/IPS should be available for protection of servers. Bidder should have 24 X 7 arrangements for monitoring and review of the logs. Bidder must ensure that arrangements are in place for informing the Bank of any security incident observed (whether attempted or successful). 10. Bidder must have ISO certification for Websites Hosting Data Center Services and the certificate should be current. 11. Bidder must cooperate if bank wishes to enhance the security in and around the dedicated server. Minimum Hardware Configurations. S. NO. Feature/Requirement Priority Response Remarks Minimum Hardware configuration for Servers: 1. Intel Xeon, 2 CPU Quad Core, 2. 8 GB RAM expandable to 32 GB, 3. 2 TB HDD configured in RAID 1, nos. 10/100/1000 MB NIC Cards for each of the Servers Minimum Software Windows 2012 or above Operating System with the latest Service Packs. 6. Internet Information Server (IIS) 8.0 or above preinstalled 7. CDONTS / CDOSYS Mail Component (part of IIS). 8. Configuring IIS server setting for dynamic fonts of Hindi 9. ASP Smart Upload Component. 10. SQL Server 2012 or higher database 11. FTP Server for uploading files for maintenance 12. Anti irus - With ongoing updates Dedicated Firewall Web Application Firewall with 13. IPS, IDS monitoring and 24/7 monitoring and managing service Bandwidth 14. Bandwidth 500 GB data transfer 100 MBPS uplink IDBI Bank Limited 58 of 110

59 SECTION 7: ARCHITECTURAL DETAILS 1. ital Technical Architectural Details **** Bidder has to respondstrictly as per Section 3 Clause 19 (Rating as 0,1) in the bidder Response Column.. S. Feature/ Requirements Priority Response Remarks No 1 Give details regarding the flexibility of the architecture in terms of ease in addition and removal of servers in the future. 2 Please give details of Standard benchmark done earlier 3 It should be possible to make copies of the package for business continuity use 4 In case of occurrence of a system failure, specify whether A log and recovery facility is provided to return to the pre-failure situation Processing can be continued without loss of data after a disaster. The system should be made available for further processing within 4 hours of its failure. Explain which measures can be taken to rebuild the database after a failure. 5 Please give details of the System Performance benchmarks on the various Network configurations such as Leased Lines ISDN SAT Dial-up Modems Please mention the bandwidth requirement for the client 6 Give details of the Scalability provisions in the service. 7 Support automatic switchover to alternate / Standby server. IDBI Bank Limited 59 of 110

60 2. Desirable Technical Architectural Details **** Bidder has to respond strictly as per Section 3 Clause 19 (Rating as 0,1) in the bidder Response Column. S. No Feature/Requirements. Priority Response Remarks 1 Please give details of the proven System Response times benchmarks. D IDBI Bank Limited 60 of 110

61 SECTION 8: IMPLEMENTATION AND SUPPORT DETAILS The Implementation and Support details required from the Bidders are covered in the following table. 1.ital Implementation Details *** Bidder has to respond strictly as per Section 3 Clause 19 (Rating as 0,1) in the bidder Response column. S. No Feature/Requirement Priority Response Remarks 1 Please give the following details of any proven Implementation Case-study of the proposed solution Strategy adopted Milestone definitions Time Schedules Resources used Drawbacks, if any 2.ital Training Details *** Bidder has to respond strictly as per Section 3 Clause 19 (Rating as 0,1) in the bidder Response column. S. No Feature/Requirement Priority Response Remarks 1 Provide details of the training programmes to be conducted. Also, state whether the Bidder will be training the users. 2 Provide the timetable for the training session with details such as topics, duration, number of users, etc. 3.Desirable Training Details **** Bidder has to respond strictly as per Section 3 Clause 19(Rating as 0,1) in the bidder Response Column. S. No Feature/Requirement Priority Response Remarks 1 IBidder must have training facilities on their own premises.. D IDBI Bank Limited 61 of 110

62 4.ital Support Details *** Bidder has to respond strictly as per Section 3 Clause 19(Rating as 0,1) in the bidder Response column. S. No Feature/Requirement Priority Response Remarks 1 The Bidder should have local presence i.e. a support center operating within India. 2 Give a detailed document which covers The Bidder presence in India The Bidder Support Mechanism Support Centers (No. Of Support Centers, locations, Staffing, etc) Methodology to classify calls according to severity Maximum Response times to Calls Support levels / functions Whether dedicated support staff will be maintained at IDBI Bank, on an on-going basis. Support tools CallCenters / Help Desk 24x7x365 day Availability 3 The Bidder should support the entire Solution components (including third party components used, if any). If not, please specify the modules supported / not supported 4 Give details of the Warranties provided on the solution 5 The Bidder to provide guarantees against the System failures OR under-performance than the stipulated and mutually agreed performance standards and benchmarks. Give details of the same. 6 Please provide a standard Service Agreement copy, along with the proposal 7 Give details of any Business Associates / Affiliates / Franchisees of the Bidder who perform the Support function. 8 Give details of the clients (if any) who avail of the Support function of the Bidder 9 Please specify the modus operandi to classify calls into (the priority will be decided by IDBI Bank) IDBI Bank Limited 62 of 110

63 S. No Feature/Requirement Priority Response Remarks Maintenance Enhancements / Modifications New Development Upgrades Customization Bugs 10 In case of third-party components being used in the Solution, please specify the details of the arrangements that will be worked out between the bidder and the third-party Bidder. 11 In case of Solution upgrades, please give details of the Deployment Strategy for the new version, with minimum disruption to the Banking operations 12 Please specify whether there are any restrictions / conditions applicable, on the Support Arrangement, in case of IDBI Bank not opting for any higher version of the Solution, whenever it is available 13 Please specify whether there are any in-built checks and mechanisms to track the activities of the Support Staff 5.Desirable Support Details **** Bidder has to respond strictly as per Section 3 Clause 19 (Rating as 0,1) in the bidder Response Column. S. No Feature/Requirement Priority Response Remarks 1 Give details whether the Bidder conforms to any International Quality Management procedures D as part of their Support function. IDBI Bank Limited 63 of 110

64 6.Desirable Data Center Details Sr. No Details Requirement Priority Bidder s Response Facility Details 1 Location and Address The Server of the proposed room should Datacenter be located within the interior of the Data Centre.and on D floors other than top, basement and ground 2 Sign board outside the Datacenter floors. No sign board should be present D Remarks 3 Nearest Railway Station and Distance in Kms 4 Nearest Airport and Distance in Kms 5 Since how long the DC is operational 6 Standards according Uptime Institute or similar organization 7 Any down time since the inception 8 If yes, reason for down time 9 Occupancy type 10 Is the building built exclusively for DC operations? Tier I or Similar or similar certifications 99.97% uptime D D D D D IDBI Bank Limited 64 of 110

65 Sr. No Details Requirement Priority Bidder s Response 11 Whether the DC is located in a major commercial area? D Remarks 12 Raise floor height 13 Total Area ( sqft) 14 Racking & Cabling standards 15 Availability of Space with expansion capability Air Conditioning 1 AC Type & Redundancy 2 Cooling Mechanism 3 Temperature Nominal Set Point 4 Humidity Nominal Set Point Cabling should be in secure conduits and electrical cables and network cables should be segregated. Contiguous space availability. 22 ± 1 C 50% +/- 5% D D D D D D Power Feed 1 Power Feed DC should have power feed from 2 different sources D 2 Sanctioned load 3 Transformer Capacity 4 Diesel Generator capacity Primary and Standby D D IDBI Bank Limited 65 of 110

66 Sr. No Details Requirement Priority Bidder s Response Remarks 5 UPS 6 Battery Backup duration 7 Fuel Storage 8 Standard Power per Rack 9 Running Datacenter on DG Min 48 hours 1 Fire suppression systems type 2 Suppression Mode (Auto or Manual Fire Protection Fire extinguishers should be placed in strategic locations. FM200 gas based fire extinguishers should be deployed for firesuppression. They should be tagged for inspection and must be inspected periodically Access Control & Telecom 1 Type of access control to server hall 2 Type of access control to critical areas Dual access control mechanism with pass code and biometric Dual access control IDBI Bank Limited 66 of 110

67 Sr. No Details Requirement Priority Bidder s Response mechanism with pass code and biometric 3 Whether CCT Cameras installed Remarks 4 ideo recording storage duration 5 Availability 24*7 Guards 6 Availability of Smoke and Water Detection Alarms 7 Is the Datacenter is carrier neutral? Please list the telecom carriers/isps present at our Datacenter 8 Minimum two independent MUX rooms to be present Carrier Neutral D 7.Desirable Security Check List A. SecurityPolicy - Governance, Implementation & Review Sr. No Details Requirement Priority Bidder s Response 1 Whether there exists a well-documented Information security policy 2 When was the policy last approved by the Board of directors/ Management 3 What is the review frequency of the policy 4 When was the last review conducted 5 What was the last review purpose It should be yearly It should have been reviewed in the previous year a.periodic b.incident D D D D Remarks IDBI Bank Limited 67 of 110

68 Sr. No Details Requirement Priority Bidder s Response driven c.infrastructur e changes 6 Whether the policy addresses legal and D regulatory requirements 7 Who is the security policy owner for maintenance and review 8 Whether IS committee is constituted comprising of representatives from all verticals 9 What is the meeting frequency of the IS committee 11 Whether the role and responsibilities of IS committee is clearly defined 12 Whether the role and responsibilities of CISO is clearly defined 13 Whether the policy is communicated to relevant users 14 What is the medium of communication 15 Whether supporting procedures/ sub- policies have been developed for organizational security 16 Who reviews the supporting procedures/ sub-policies 17 Whether security policy is in line with global best practices guidelines like ISO (and other frameworks like COBIT etc) and/or as per requirements of RBI 18 Whether every procedure/ sub-policy has a.board of directors b.security Committee c.ciso quarterly/ halfyearly/yearly D D D D D D D D D Remarks IDBI Bank Limited 68 of 110

69 Sr. No Details Requirement Priority Bidder s Response a designated owner 19 Whether the policy takes into consideration the long-term business D strategy of the organization 20 Whether the organization has considered IS security for budgetary D allocation 21 Whether independent audit is conducted to ensure adherence to D security policy 22 Frequency of internal Quarterly/ audit Half-yearly/ D 23 Frequency of external audit Yearly Quarterly/ Half-yearly/ Yearly/ Biannually 24 Disaster Recovery The data center must have a disaster recovery plan. The Plan should be reviewed periodically and should be undergoing periodic tests. D Remarks B. Physical and Environmental Security Sr. No Details Requirement Requirement Priority Bidder s Response 1 What physical border a.electronic security facility has been access, implemented to protect control the Information (access cards), processing facilities b.biometric Remarks IDBI Bank Limited 69 of 110

70 Sr. No Details Requirement Requirement Priority Bidder s Response system, c.security guards, d.all of the above 2 What entry controls are in place to allow only authorized personnel into various areas within the organization 3 Whether access to information processing facilities is limited to approved personnel only 4 Whether the physical access control procedures differentiate employees, vendors, equipment & facility maintenance staff 5 Whether potential threats to information processing facilities like fire, flood, earthquake, theft are taken into consideration in the risk assessment exercise 6 Whether separate security controls are in place for third party/ vendor personnel working in secure areas 7 Whether goods delivery area and secure area are isolated from each other to avoid any unauthorized access 8 Whether appropriate controls are deployed to minimize the risk from heat, smoke, adverse environmental a.electronic access, control (access cards), b.biometric system, c.security guards, d.all of the above A fire alarm panel should be deployed to detect fire. It should be D D Remarks IDBI Bank Limited 70 of 110

71 Sr. No Details Requirement Requirement Priority Bidder s Response conditions, explosives, located at a dust, chemical effects, place electrical supply accessible to interfaces, fire electromagnetic department radiation, vibrations, personnel. water leakages,pests, rodents etc. The Local fire department inspector should have visited the site to ensure that the system is inspected and tested. Check his report for any deficiencies reported. The site inspection is also required for them to be prepared with equipments appropriate for electrical fires. Remarks In case of emergency evacuation or fire, there should be Emergency power-off switch to immediately shut off power to the Servers and peripheral devices. They should be located prefeberably at two places IDBI Bank Limited 71 of 110

72 Sr. No Details Requirement Requirement Priority Bidder s Response one at the entrance of the Data centre/ server room and other inside the Server room. 9 What is the frequency of Quarterly/ conducting fire drill and Half-yearly/ training Yearly 10 Whether evacuation plan with clear responsibilities is in place in case of a disaster 11 Whether there is a policy dealing with eating, drinking and smoking in proximity to information processing services 12 Whether appropriate signage s are displayed with reference to above 13 Whether the power and telecommunications cable carrying data or supporting information services are protected from interception or damage 14 Whether information processing facility is equipped with all of the following: multiple feed power supply; UPS, generator backups 15 Whether the equipment is maintained/ upgraded as per the supplier s recommended service intervals and specifications 16 Who carries out the maintenance/ upgradation of critical information processing a. Third party support personnel b. Equipment Remarks IDBI Bank Limited 72 of 110

73 Sr. No Details Requirement Requirement Priority Bidder s Response systems and facilities manufacturer c. In-house personnel 17 Whether logs are maintained with all suspected or actual faults D and all preventive and corrective measures 18 Whether appropriate controls are implemented while sending equipment D off premises 19 Whether secure disposal policy is in place for D sensitive information Remarks C. Process Management Sr. No Details Requirement Requirement Priority Bidder s Response 1 Is there a welldocumented Incident Management process to handle security incidents 2 Whether end users are aware of incident management process 3 Whether the process clearly spells out responsibilities, steps for orderly response to a security incident 4 Whether the procedure separately addresses different types of incidents like denial of D service attacks, breach of confidentiality etc., and ways to handle them 5 What kind of monitoring a. Audit trail system/ forensic b. Log investigation capability Correlation is in place so that c. Intrusion proactive action is taken Prevention/ to avoid security Detection incidents and System Remarks IDBI Bank Limited 73 of 110

74 Sr. No Details Requirement Requirement Priority Bidder s Response malfunctions d. Any other system, please specify Database/ repository should be maintained for incidents D 6 Whether appropriate contacts with law enforcement authorities, regulatory bodies, information service providers and telecommunication operators are maintained to ensure that appropriate action can be quickly taken and specialist advice obtained, in the event of a security incident (e.g.cert-in, IDRBT, IBA etc.) 7 Whether an escalation reporting procedure exists to report security incidents, security weakness, software malfunctions, threats to systems and processes through appropriate management channels as quickly as possible 8 Has the security escalation matrix been defined and documented 9 Whether CISO periodically reviews the security incidents 10 What is the frequency of such reviews 11 Whether such incidents are brought to the notice of the Security Steering Committee The same should be maintained in a system and auditable Monthly/ Quarterly Remarks IDBI Bank Limited 74 of 110

75 Sr. No Details Requirement Requirement Priority Bidder s Response 12 What kind of mechanism is in place to analyze the type of damage and quantify the volume and D cost of malfunctions and incidents. Please specify 13 Number of security incidents in the last six D months 14 Whether there is a formal disciplinary process in place for employees who have D violated organizational security policies and procedures 15 Do you have contacts with the cybercrime cell/ D investigation agencies Remarks IDBI Bank Limited 75 of 110

76 SECTION 9: BIDDER INFORMATION This section is meant to collect the various details of the Bidder responding to this RFP. If the Bidder partners with other third-party / Bids in consortium while responding to this RFP, IDBI Bank will interact onlywith the Lead Bidder and the relationship(s) between the Lead Bidder and the third-party should be transparent to IDBI Bank However, Lead Bidder need to provide the company details of each third-party, along with their own details. In the case of overseas Bidder having local Indian representatives, the details of both the overseas Bidder as well as the local support representative should be given. 1.Company Details Please provide the following company details: Title Company Name Address Contact Person / Telephone / / Fax Nature of Organization (Proprietary / Partnership / Pvt. Ltd. Co / Public Ltd. Co) Date of Incorporation of Company Income Tax / PAN Details Name of the CEO / MD Registered / Corporate Office Location Product Lines and Brief Description Details IDBI Bank Limited 76 of 110

77 Number of Employees by Function Development Quality Assurance Implementation Sales and Support Administrative Management Earmarked Implementation Team SupportCenter details and products supported by these centers Any affiliates / associated businesses 2.Financial Details The Bidder is required to provide the following financial information: I. Audited balance sheet and profit and loss account for the last three financial years II. Earnings per share for the last three financial years, in case of listed companies III. Total revenues for the proposed product for the last three years if any. I. Profit figures for the last 3 years. 3.Client List Please provide details of the clients who are currently availing the Websites hosting on dedicated servers services offered by the Bidder (s) OR the clients where the operationalisation of the Websites hosting on dedicated servers is/are in progress. Client Name (with total no. of branches in brackets) I. Product Name and ersion Modu le Year of Purchase Currently in use (Yes/No) Implementation Status Implemented / In Progress Site(s) Details (includin g no. of branches) Number of Users II. III. IDBI Bank Limited 77 of 110

78 4.Reference Sites Bidder is required to provide the details of at least one reference client who is availing the services of Websites hosting on dedicated servers and the service is operational.. IDBI Bank reserves the right to contact the reference provided by Bidder, at any point of time in the evaluation period. The following table lists the required information on reference client During the evaluation period IDBI Bank reserves the right to ask for more references if for some reasons it is not satisfied with the responses of the reference already provided. Details Client Name Business Domain Address Contact Person / Telephone / / Fax Date and Period of Implementation Number of sites and users at individual sites Average and Peak Load of transactions Degree of Systems Integration required for Implementation and Time for Integration Details of Servers Operating Systems Database Network Other resources Details of services provided Provide End-Of-Day processing details (time taken, transaction volumes handled, etc) 5. Certification: The bidder is expected to provide documentary proof for the following certifications if any, as applicable: ISO CERT-IN IDBI Bank Limited 78 of 110

79 ANNEXURE -1: CONTENTS AND FORMAT OF TECHNICAL BID The major sections of the proposal should be organized as follows: 1. Introduction This section should provide a brief write-up about the proposal, Bidder and Websites hosting on dedicated servers solution. 2. Bidder Information This section should provide all the relevant information about the Bidder, including the required Bidder information (Section 9 of the RFP). 3. Functional Details This section should discuss the functional specifications of the Websites hosting on dedicated servers (Section 6 of the RFP). 4. System Architecture and Integration This section should discuss the detailed system architecture including the structure, platform, the components of the Websites hosting services and their integration etc. (Section 7 of the RFP). 5. Implementation This section should outline the implementation methodology, schedules and time frames, data migration strategy, parallel runs, parameterization, customization, etc. (Section 8 of the RFP). IDBI Bank Limited 79 of 110

80 6. Training This section should give the details of Websites hosting on dedicated servers and end user training (to be provided by the Bidder to IDBI Bank staff, and should include time frame, schedule, training facilities, etc. (Section 8 of the RFP). 7. Support This section should discuss the support methodology to be adopted by the Bidder, in executing this Service(s), support center details, staffing, response time, service level requirements, onsite support arrangement, etc. (Section 8 of the RFP). The vendor/bidder should provide the service level agreements entered into with their service providers to show the capacity and capability to meet the expected RPO and RTO committed to the IDBI Bank. 8. List of documents/ enclosures Documents, other than the commercial documents, that must be submitted with the proposal are the following: - a) Teaming agreement/authority letters from third party products embedded or interfaced with the Websites hosting on dedicated servers /system. b) Details about the support centers in India and staffing structure of the Bidder. c) Client list as per the format specified in section 9. d) Reference site details as per the format specified in section 9. e) Power of attorney of the signatory Form 2: Annexure 1. f) Covering letter as mentioned in Form: 1 Annexure 1. g) Earnest Money deposit prepared as mentioned in Section 3 Clause 5 h) Undertaking as mentioned in Form 3: Annexure 1 i) Undertaking as per annexure 4 j) Original copy of tender along with original purchase receipt of the tender document. k) All the other Supporting Documents as mentioned in Section 3 clause 14 l) Any other relevant legal document m) All audited financial statements as per sec 2 hereof. IDBI Bank Limited 80 of 110

81 Form 1: Format for Cover Letter DGM, ITD IDBI Bank Limited 5th Floor, Mafatlal Centre,, Nariman Point, Mumbai Date: Dear Sir, Subject: Websites hosting on dedicated servers for IDBI Bank Limited (IDBI Bank) In respect of the service of Websites hosting on dedicated servers meant for IDBI Bank Limited, please find enclosed our response to your RFP dated [ / / ] Having examined and fully understood the RFP document/bid Document and appendix thereto and addenda numbers [] thereto, we, the undersigned, in conformity with the RFP Document, offer to provide the Services as defined and described in the RFP Document, on the terms and conditions mentioned in the RFP Document and for the sum / price indicated as per financial Bid. 1. We acknowledge having received the following addenda to the Bid document: Addendum No. Dated 2. Any upgrades/updates and new releases/versions of the Websites hosting on dedicated servers or its components offered shall be immediately incorporated on your system at no extra cost depending upon the corporate policy of our company and as per the rates quoted in the commercial Bids and as mutually acceptable between us and IDBI Bank. 3. We undertake, if our proposal is accepted, to provide the Services comprised in the Contract within timeframe specified, starting from the date of receipt of notification of award from IDBI Bank. IDBI Bank Limited 81 of 110

82 4. We agree to abide by this proposal for the period of 90 days from the date of Bid opening and it shall remain binding upon us and may be accepted at any time before the expiration of that period. 5. We agree to execute a Contract / Agreement in the form to be communicated by IDBI Bank, incorporating all agreements with such alterations or additions thereto as may be necessary to adapt such agreement to the circumstances of the standard and notice of the award within time prescribed after notification of your intention to accept this proposal. 6. Unless and until a formal agreement is prepared and executed this proposal together with your written acceptance thereof shall constitute a binding Contract / Agreement. 7. We understand that you are not bound to accept the lowest or any Bid you may receive, not to give any reason for rejection of any Bid and that you will not defray any expenses incurred by us in biding. 8. As security for the due performance and observance of the undertaking and obligation of the Bid we submit herewith Demand Draft / Banker s Cheque bearing no. [] dated [] drawn in favour of IDBI Bank Limited for an amount of <Rs [] /-> (Rupees[]) payable at Mumbai. Dated this [] day of [] 2015 Signature In the capacity of (Company Seal) Duly authorized to sign Bids for and on behalf of: IDBI Bank Limited 82 of 110

83 Form 2: Format of power-of-attorney for signing of Bid POWER OF ATTORNEY (On Stamp Paper of relevant value) Know all men by these presents, we [] (name of the company and address of the registered office) do hereby appoint and authorize Mr. [](full name and residential address) (Employee Code No. []) who is presently employed with us and holding the position of []as our attorney, to do in our name and on our behalf, all such acts, deeds and things as may be necessary or required to be done in connection with or incidental to our proposal for Configuration, Customization, Implementation and Maintenance of Websites hosting on dedicated servers in response to the RFP ( Request for Proposal) by IDBI Bank Ltd (hereinafter referred to as IDBI Bank), including signing and submission of all documents and providing information/responses to IDBI Bank in all matters in connection with our Bid / offer. We hereby agree to ratify all acts, deeds and things lawfully done by our said attorney pursuant to this Power of Attorney and that all acts, deeds and things done by our aforesaid attorney shall and shall always be deemed to have been done by us. Dated this [] day of [] 2015 For [] (Signature) (Name, Designation and Address) Accepted (Signature) (Name, Title and Address of the Attorney) Date: IDBI Bank Limited 83 of 110

84 Note: 1. To be executed by the all members in case of a Consortium. 2. The mode of execution of the Power of Attorney should be in accordance with the procedure, if any, laid down by the applicable law and the charter documents of the executants and when it is so required the same should be under common seal affixed in accordance with the required procedure. 3. Also, wherever required, the Bidder should submit for verification the extract of the charter documents and documents such as a resolution/power of attorney in favor of the Person executing this Power of Attorney for the delegation of power hereunder on behalf of the Bidder. 4. In case the Application is signed by an authorized Director / Partner or Proprietor of the Applicant, a certified copy of the appropriate resolution / document conveying such authority may be enclosed in lieu of the Power of Attorney. IDBI Bank Limited 84 of 110

85 Form 3: Undertaking Undertaking It is certified that the information furnished here in and as per the document submitted is true and accurate and nothing has been concealed or tampered with. We have gone through all the terms, conditions, covenants, provisions and stipulations of Bid and is liable to any punitive action for furnishing false information / documents. Dated this [] day of [] 2015 Signature [] In the capacity of (Company Seal) Duly authorized to sign Bids for and on behalf of: IDBI Bank Limited 85 of 110

86 Form 4: Deed of Indemnity This Deed of Indemnity executed at Mumbai / on the [] day of [] by _[] (hereinafter referred to as the Obligor which expression shall unless it be repugnant to the context, subject or meaning thereof, shall be deemed to mean and include successors and permitted assigns); IN FAOUR OF IDBI Bank Limited, a company registered and incorporated under the Companies Act, 1956 (1 of 1956) and a banking company within the meaning of section 5 (c) of the Banking Regulation Act, 1949 (10 of 1949) having its registered office at IDBI Tower, WTC Complex, Cuffe Parade, Mumbai (hereinafter referred to as IDBI Bank which expression shall, unless it be repugnant to the subject or context or meaning thereof, be deemed to mean and include its successors and assigns) WHEREAS (1) The Obligor has (a) (b) (c) (d) offered to IDBI Bank to Implement, maintain & support WEBSITEs HOSTING ON DEDICATED SERERS for IDBI Bank, as stated under Section 5-8 of RFP document; represented and warranted that they have all permissions, consents, approvals and license from all authorities, both regulatory./ statutory and non-regulatory, for executing their services to IDBI Bank; represented and warranted that the aforesaid services offered to IDBI Bank do not violate any provisions of the applicable laws, regulations or guidelines including laws relating to intellectual property rights, legal and environmental. In case there is any violation of any law, rules or regulation, which is capable of being remedied the same will be got remedied immediately during the implementation, maintenance and contract period to the satisfaction of IDBI Bank; represented and warranted that they are authorized and legally eligible and otherwise entitled and competent to enter into such contract(s) with IDBI Bank; IDBI Bank Limited 86 of 110

87 (2) IDBI Bank, relying and based on the aforesaid representations and warranties of the Obligor, has agreed to avail the services of the Obligor on the terms and conditions contained in its Contract / Agreement dated [] (the Agreement) with the Obligor; (3) One of the conditions of the aforesaid Agreement is that the Obligor is required to furnish an indemnity in favor of IDBI Bank indemnifying the latter against any loss, damages or claims arising out of any violations of the applicable laws, regulations, guidelines during the execution and rendering services / WEBSITEs HOSTING ON DEDICATED SERERS Solution / Systems to IDBI Bank over the contract period as also for breach committed by the Obligor on account of misconduct, omission or negligence or otherwise by the Obligor. (4) In pursuance thereof, the Obligor has agreed to furnish an indemnity in the form and manner and to the satisfaction of IDBI Bank as hereinafter appearing; NOW THIS DEED WITNESSETH AS UNDER: - In consideration of IDBI Bank having agreed to award the aforesaid services / job to the Obligor, more particularly described and stated in the aforesaid Agreement, the Obligor do hereby unconditionally, absolutely and irrevocably agree and undertake that: - (1) The Obligor shall, at all times hereinafter, save and keep harmless and indemnified IDBI Bank, including its respective directors, officers, and employees and keep them indemnified from and against any claim, demand, losses, liabilities or expenses of any nature and kind whatsoever and by whomsoever made in respect of the said contract / Agreement and any loss or damage caused from and against all suits and other actions that may be instituted taken or preferred against IDBI Bank by whomsoever and all losses, damages, costs, charges and expenses that IDBI Bank may incur or suffer by reason of any claim made by any claimant for any reason whatsoever or by anybody claiming under them or otherwise for any losses, damages or claims arising out of all kinds of accidents, damage, destruction, deliberate, malicious or otherwise, direct or indirect, negligence, reckless, misconduct, criminal breach of trust or from those arising out of violation of applicable laws or breach of regulatory instructions including those IDBI Bank Limited 87 of 110

88 relating to intellectual property rights, rules, regulations, guidelines and also from the environmental damages, if any, which may occur or result from the terms of the Agreement or for breach of confidentiality obligations or otherwise. (2) The Obligor further agrees and undertakes that the Obligor shall, ensure that all the permissions, authorizations, consents and licenses are obtained and renewed from the local and/or municipal and/or governmental authorities, as may be required under the applicable laws, rules, regulations, guidelines, orders framed or issued by any appropriate authorities. (3) The Obligor further agrees to provide complete documentation of all sub-systems, operating systems, systems software, utility software and other software, hardware or other components in the nature of accessories or otherwise they are having or procured from third parties. The Obligor shall also provide licensed software for all software services, whether developed by it or acquired from others for performing the obligations under the Contract. The Obligor shall also indemnify and keep indemnified IDBI Bank against any levies / penalties / claims / demands litigations, suits, actions, judgments, and or otherwise on account of any default and or breach and or otherwise in this regard. (4) If any additional approval, consent or permission is required by the Obligor to execute and perform the contract / Agreement during the currency of the contract, they shall procure the same and/or comply with the conditions stipulated by the concerned authorities without any delay. (5) The obligations of the Obligor herein are irrevocable, absolute and unconditional, in each case irrespective of the value, genuineness, validity, regularity or enforceability of the aforesaid Agreement or the insolvency, bankruptcy, reorganization, dissolution, liquidation or change in ownership of IDBI Bank or Obligor or any other circumstance whatsoever which might otherwise constitute a discharge or defense of an indemnifier. (6) The obligations of the Obligor under this deed shall not be affected by any act, omission, matter or thing which, would reduce, release or prejudice the Obligor from any of the indemnified obligations under this indemnity or prejudice or diminish the indemnified IDBI Bank Limited 88 of 110

89 obligations in whole or in part, including in law, equity or contract (whether or not known to it, or to IDBI Bank). (7) This indemnity shall survive the aforesaid Agreement. (8) Any notice, request or other communication to be given or made under this indemnity shall be in writing addressed to either party at the address stated in the aforesaid Agreement and or as stated above. (9) This indemnity shall be governed by, and construed in accordance with, the laws of India. The Obligor irrevocably agrees that any legal action, suit or proceedings arising out of or relating to any this indemnity may be brought in the Courts/Tribunals at Mumbai. Final judgment against the Obligor in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, by suit on the judgment, a certified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. By the execution of this indemnity, the Obligor irrevocably submits to the exclusive jurisdiction of such Court/Tribunal in any such action, suit or proceeding. (10) IDBI Bank may assign or transfer all or any part of its interest herein to any other person. Obligor shall not assign or transfer any of its rights or obligations under this indemnity, except with the prior written consent of IDBI Bank. IN WITNESS WHEREOF the Obligor has signed these presents on the day, month and year first above written. Signed and Delivered on behalf of ) [] ) by the hand of []_,) [], the authorized official ) of the Obligor ) IDBI Bank Limited 89 of 110

90 Form 5: Acceptance Certificate No. [] Date: [] M/s. [] [], []. Sub: Certificate of commissioning for Websites hosting on dedicated servers System This is to certify that the Services / Websites hosting on dedicated servers as detailed below has/have been successfully completed (subject to remarks in Para No.2) in accordance with the Agreement. The same has been implemented. Contract No[]dated [] Description of the Services /WEBSITEs HOSTING ON DEDICATED SERERS system [] Date of commissioning and proving test [] Details of services not yet supplied and recoveries to be made on that account: Sr. No. Description Amount to be recovered The Contractor has fulfilled his contractual obligations satisfactorily* or The Contractor has failed to fulfill his contractual obligations with regard to the following: IDBI Bank Limited 90 of 110

91 (a) (b) (c) (d) The amount of recovery on account of non-render of Services is given under Para No. []. The amount of recovery on account of failure of the Contractor to meet his contractual obligations is as indicated in endorsement of the letter. Signature: [] Name: [] Designation [][] Explanatory notes for filing up the certificates : He has adhered to the time schedule specified in the contract in dispatching the Services pursuant to Specifications. He has commissioned the services in time i.e., within the period specified in the Contract from the date of intimation by IDBI Bank in respect of the Implementation of the Services. The endor/bidder as specified in the Contract/Agreement has done training of personnel. IDBI Bank Limited 91 of 110

92 In the event of Manuals having not been supplied or Implementation of Websites hosting on dedicated servers having been delayed on account of the endor/bidder, the extent of delay should always be mentioned. IDBI Bank Limited 92 of 110

93 Form 6: Performance Security Bank Guarantee No. Bank Guarantee Amount Expiry Date Claim Amount [] [] [] [] Account Form -7: GUARANTEE FOR PERFORMANCE OF CONTRACT/AGREEMENT Thousand [] THIS GUARANTEE AGREEMENT executed at [] this [] day of []Two BY: [] Bank, a body corporate constituted under [], having its Registered Office/ Head Office at [], and a Branch Office at [] (hereinafter referred to as the Guarantor, which expression shall, unless it be repugnant to the subject, meaning or context thereof, be deemed to mean and include its successors and permitted assigns) IN FAOUR OF: IDBI BANK LIMITED, a company incorporated and registered under the Companies Act, 1956 (1 of 1956) and a banking company within the meaning of Section 5 (c) of the Banking Regulation Act, 1949 (10 of 1949) and having its registered office at IDBI Tower, WTC Complex, Cuffe Parade, Mumbai and having its Branch Office amongst other places (hereinafter referred to as Bank which expression shall unless it be repugnant to the subject, meaning or context thereof, be deemed to mean and include its successors and assigns), IDBI Bank Limited 93 of 110

94 WHEREAS Bank had called for the Bids for engagement of endor to implement [] and for the purposes M/s. [] have been appointed as the endor (hereinafter referred to as " endor"). The endor has entered into Contract / Agreement on [] (Agreement) with Bank, subject to the terms, conditions, covenants, provisions and stipulation contained therein. The endor has also furnished indemnity and non-disclosure / confidentiality agreement and as such is bound by the same. AND WHEREAS pursuant to the Bid Documents, the Agreement, and the other related documents (hereinafter collectively referred to as the said documents, the Bank has agreed to avail from M/s []and M/s. []has agreed to provide to the Bank, the Services / Systems / Websites hosting on dedicated servers, more particularly described in the Schedule/Annexure to the said documents (hereinafter collectively referred to as the Services ), subject to payment of the contract price as stated in the said documents and also subject to the terms, conditions, covenants, provisions and stipulations contained the said documents. AND WHEREAS the endor has duly signed the said documents. AND WHEREAS in terms of the said documents, the endor has agreed to provide the Services and to procure an unconditional and irrevocable performance bank guarantee, in favor of the Bank, from a bank acceptable to the Bank for securing. the faithful observance and performance by the endor of the terms, conditions, covenants, stipulations, provisions of the Agreement /the said documents. AND WHEREAS at the request of the endor, the Guarantor has agreed to guarantee the Bank, payment of the [] % of the Contract Price amounting to []..(in words) towards faithful observance and performance by the endor of the terms of the said documents NOW THEREFORE THIS AGREEMENT WITNESSETH AS FOLLOWS: In consideration of the above premises, the Guarantor hereby unconditionally, absolutely and irrevocably guarantees to the Bank as follows: IDBI Bank Limited 94 of 110

95 The Guarantor hereby guarantees and undertakes to pay, on demand, to the Bank at its office at Mumbai forthwith, the [].or any part thereof, as the case may be, as aforesaid due to the Bank from the endor, towards any loss, costs, damages, etc. suffered by the Bank on account of default of the endor in the faithful observance and performance of the terms, conditions, covenants, stipulations, provisions of the Agreement / said documents, without any demur, reservation, contest, recourse or protest or without any reference to the endor. Any such demand or claim made by the Bank, on the Guarantor shall be final, conclusive and binding notwithstanding any difference or any dispute between the Bank and the endor or any dispute between the Bank and the endor pending before any Court, Tribunal, Arbitrator, or any other authority. The Guarantor agrees and undertakes not to revoke this Guarantee during the currency of these presents, without the previous written consent of the Bank and further agrees that the Guarantee herein contained shall continue to be enforceable until and unless it is discharged earlier by the Bank, in writing. The Bank shall be the sole judge to decide whether the endor has failed to perform the terms of the Agreement / said documents for providing the Services by the endor to the Bank, and on account of the said failure what amount has become payable by the endor to the Bank under this Guarantee. The decision of the Bank in this behalf shall be final, conclusive and binding on the Guarantor and the Guarantor shall not be entitled to demand the Bank to establish its claim under this Guarantee but shall pay the sums demanded without any objection, whatsoever. To give effect to this Guarantee, the Bank, may act as though the Guarantor was the principal debtor to the Bank The liability of the Guarantor, under this Guarantee shall not be affected by, any change in the constitution or winding up of the endoror any absorption, merger or amalgamation of the endor with any other company, corporation or concern; or any change in the management of the endor or takeover of the management of the endor by the Government or by any other authority; or IDBI Bank Limited 95 of 110

96 acquisition or rationalization of the endorand/or of any of its undertaking(s) pursuant to any law; or any change in the constitution of IDBI Bank / endor; or any change in the set up of the Guarantor which may be by way of change in the constitution, winding up, voluntary or otherwise, absorption, merger or amalgamation or otherwise; or the absence or deficiency of powers on the part of the Guarantor to give Guarantees and/or Indemnities or any irregularity in the exercise of such powers. Notwithstanding anything contained hereinabove, the liability of the Guarantor hereunder shall not exceed the rupee equivalent of [].(in words) being the [[]% of the Contract Price]. This Guarantee will expire on []. Any demand or claim under this Guarantee must be received by the Guarantor by [] and if no such demand or claim has been received by the Guarantor by the date mentioned as aforesaid, then all the rights of the Bank under this Guarantee shall cease. For all purposes connected with this Guarantee and in respect of all disputes and differences under or in respect of these presents or arising there from the courts of Bombay city/ Mumbai city where the Bank has its Registered Office shall alone have jurisdiction to the exclusion of all other courts. IN WITNESS WHEREOF the Guarantor has caused these presents to be executed on the day, month and year first herein above written as hereinafter appearing. SIGNED AND DELIERED BY the within named Guarantor, [], by the hand of Shri. [], its authorized official. IDBI Bank Limited 96 of 110

97 Form 8: Contract Form THIS AGREEMENT (the Agreement) made at[] the []day of [] BETWEEN IDBI BANK LIMITED, a company registered under the Companies Act, 1956 (1 of 1956) and a banking company within the meaning of Section 5 (c) of the Banking Regulation Act, 1949 (10 of 1949) and having its registered office at IDBI Tower, WTC Complex, Cuffe Parade, Mumbai (hereinafter called IDBI Bank / the Purchaser which expression shall unless it be repugnant to the subject, context or meaning thereof shall be deemed to mean and include its successors and assigns) of the ONE PART AND []. (Name of successful Bidder / Contractor) of [] (please specify the registered office of the (Contractor) (hereinafter called the Contractor which expression shall unless it be repugnant to the subject, context or meaning thereof shall be deemed to mean and include its successors) of the OTHER PART; The Purchaser and Contractor are hereinafter collectively referred to as "Parties". WHEREAS the Purchaser invited Bids for certain Services viz. Hosting of Bank s websites on dedicated servers (Brief Description of Services) and has accepted a Bid by the Contractor for rendering of the Services for the sum of [] (Contract Price in Words and Figures) (hereinafter called the Contract Price ). NOW THIS AGREEEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: In this Agreement words and expressions shall have the same meanings as are respectively assigned to them in the terms and conditions of RFP / Contract / Agreement referred to. IDBI Bank Limited 97 of 110

98 The Expression of Interest dated [] and RFP Document / Bid No. [] dated []and this Agreement, and the other related documents shall be deemed to form and be read and construed as part of this Agreement, which, inter alia, includes Invitation for Bids Instructions to Bidders (ITB) the Bid form and the price schedule submitted by the Bidder/Contractor; Service level requirements the technical & functional specifications ; the terms and conditions of RFP / Contract ; the purchaser s notification of award ; Schedule of dates, amounts etc. (all the above are collectively referred to as "the said documents") In consideration of the payments to be made by the Purchaser to the Contractor as hereinabove mentioned, the Contractor hereby agrees and covenants with the Purchaser to provide / render the Services, to furnish necessary undertakings, guarantees, etc. as mentioned in the RFP document / the said documents and to remedy defects, if any therein, including upgrading / updating the software, hardware, etc. and additional roll outs at other locations, strictly in conformity in all respects with the provisions of the said documents. The Purchaser hereby agrees and covenants to pay the Contractor in consideration of the rendering of the Services and the remedying of defects, if any therein, including upgrading / updating the software, hardware, etc. and additional roll outs at other locations, the Contract price or such other sum as may become payable under the provisions of the said documents at the times and in the manner prescribed by the said documents. IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be executed on the day, month and year first above written. Signed and Delivered by the within named IDBI Bank / Purchaser Signature : Name : [] Date :- [] IDBI Bank Limited 98 of 110

99 IN THE PRESENCE OF. i.... Signature Name :- [] Address :-. [] ii.... Signature Name :- [] Address : []... Signed and Delivered by [] the within named Contractor M/s. []... Date: [] IN THE PRESENCE OF: 1. Signature 2. Signature Name: - [] Name: [] Address: - [] Address: []..... IDBI Bank Limited 99 of 110

100 Form 9:Non Disclosure Agreement This Non-Disclosure Agreement ("Agreement") is made on this [] day of [], BETWEEN IDBI Bank Limited, a company registered under the Companies Act, 1956 (1 of 1956) and a banking company within the meaning of Section 5 (c) of the Banking Regulation Act, 1949 (10 of 1949) and having its registered office at IDBI Tower, WTC Complex, Cuffe Parade, Mumbai ( IDBI Bank) which expression shall unless it be repugnant to the subject, context or meaning thereof shall be deemed to mean and include its successors and assigns) of the ONE PART AND M/s. [] (Name of endor) of [] (please specify the registered office of the (endor) ( endor which expression shall unless it be repugnant to the subject, context or meaning thereof shall be deemed to mean and include its successors) of the OTHER PART IDBI Bank and endor may, wherever the context so permits, shall hereinafter collectively refer to as the Parties and individually as a Party. WHEREAS, the endor is aware and confirms that the information, data, drawings lists, scope of work, and other documents made available in the Bid Documents / the Agreement and thereafter regarding the Services as furnished by the endor, in their Request For Proposal or otherwise and the endor is aware that all the Confidential Information under the Bid Documents/the Agreement is privileged and strictly confidential and/or proprietary to IDBI Bank. endor is duty bound to ensure that information in respect of its constituents is not disclosed to third parties and has agreed to enter into these presents, to safeguard and protect such Confidential Information. The Parties wish to agree on the terms and conditions on which such Confidential Information is to be held and utilized. NOW THEREFORE, in consideration of the foregoing, the endor agrees to all of the following conditions, for IDBI Bank, to grant the endor specific access to IDBI Bank s property/information and other data. In connection with this Agreement, Confidential Information includes all intellectual property information;technical or business information or material not covered; proprietary or internal information related to the current, future and proposed products or services of the Parties including, financial information, process/flow charts, business models, designs, drawings, data information related to products and services, procurement requirements, purchasing, customers, investors, employees, business and contractual relationships, business forecasts, business plans and strategies, information the Parties provide regarding third parties; information IDBI Bank Limited 100 of 110

101 disclosed pursuant to this Contract; documents, accounts, business plans, information or documents whatsoever, concerning business, policies, strategy, property, contracts, trade secrets, transactions, or interested parties of IDBI Bank or its Subsidiaries or Affiliates and/or any other information of either Party whether disclosed to the other Party in oral, graphic, written, electronic or machine readable form, and whether or not the information is expressly stated to be confidential or marked as such, all Trade Secrets and other proprietary information including but not limited to customer list, financial information, and pricing information, except that the following shall not be considered Confidential Information:- (a) that which is in the public domain; that which was previously received from a third party not subject to the obligation of confidentiality with respect to such information; that is developed independently without any aid from the disclosing Party; that which is required to be disclosed pursuant to any request/demand by statutory or regulatory or governmental agencies or any applicable law, judgment or otherwise, provided that unless prohibited by law the disclosing Party shall give adequate notice of such disclosure to the other Party. that is released from confidentiality with the written consent of the other Party. "Subsidiaries / Affiliates" means and includes the holding company, subsidiary and any other entity directly or indirectly "managed" or "controlled" by the Company/IDBI Bank. The term "managed" or "controlled" shall include ability to appoint and remove majority of the directors, partners or the like in the entity by whatever name called. It is hereby agreed as under: a) The Parties agree that they shall hold in trust any Confidential Information received by either Party, under this Agreement, and the strictest of confidence shall be maintained in respect of such Confidential Information. The Parties also agree and undertake to: Maintain and use the Confidential Information only for the purposes of this Agreement and only as permitted herein; Not at any time either during the continuance of this Agreement or upon termination of this Agreement, publish or divulge either directly or indirectly to any person, firm or company any Confidential Information, save and except to its Affiliates; To keep the Confidential Information as strictly confidential; (ii) Make copies as specifically authorized by the prior written consent of the other Party and with the same confidential or proprietary notices as may be printed or displayed on the original; (iii) Not, without the prior written consent of the disclosing Party, which consent the disclosing Party shall not be under any obligation to provide, disclose the Confidential Information to any third party, save and except to, restrict access and disclose confidential information to such of their employees, agents, vendors, and contractors strictly on a "need to know" basis, to maintain confidentiality of the Confidential Information disclosed to them in accordance with this clause; provided receiving Party agrees to take reasonable IDBI Bank Limited 101 of 110

102 precautions, to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information; or as required under law or any applicable regulation, at the order of a court of law, or at the request or order of any statutory, regulatory or supervisory authority with whom it customarily complies.; and (iv) This Agreement shall commence on the date of execution of this Agreement and treat Confidential Information as confidential for a period of [five [] ] years from the date of last such disclosure of the Confidential Information. In the event of earlier termination of this Agreement, the Parties hereby agree to maintain the confidentiality of the Confidential Information for a further period of [two []] years from the date of such termination. Further, any term or provision of this Agreement that by its nature is intended to survive termination or expiration hereof will so survive and apply. Confidential Information in oral form must be identified as confidential at the time of disclosure and confirmed as such in writing within [] days of such disclosure. Confidential Information does not include information which: was in receiving Party s possession or was known to the receiving Party, prior to disclosure, without limitation on its confidentiality from a source other than the disclosing Party, provided that source is not bound by a confidentiality or similar agreement with the disclosing Party or otherwise prohibited from transmitting such information; or is independently developed by the recipient without breach of this Agreement; is in the public domain or subsequently comes into the public domain otherwise than through a breach of this Agreement; or is received from a third party not subject to the obligation of confidentiality with respect to such information; is released from confidentiality with the prior written consent of the other party; is required to be disclosed by an order of any court or regulatory authority. Provided that if receiving Party is required to disclose any Confidential Information by order of any court or regulatory authority, receiving Party will immediately upon receipt of such order intimate the disclosing Party of such order to enable the disclosing Party to challenge such order or to allow the disclosing Party a reasonable opportunity to seek an appropriate protective order or other means to protect the confidentiality of such Confidential Information; provided further that the disclosure in such case shall be only to the extent required by law and subject to consultations with the disclosing Party with view to agreeing to the timing and content of such disclosure. The recipient shall have the burden of proving hereinabove are applicable to the information in the possession of the recipient. Notwithstanding the foregoing, the parties acknowledge that the nature of the Services to be performed under this Agreement may require the endor's personnel to be present on premises / establishments of IDBI Bank or may require the endor s personnel to have access to currency for onward transit or processing and databases of IDBI Bank while on or off premises / establishments of IDBI Bank. It is understood that it would be impractical for IDBI Bank to monitor all information made available to the endor s personnel under such circumstances and to provide notice to the endor s of the confidentiality of all such IDBI Bank Limited 102 of 110

103 information. Therefore, the endor agrees and undertakes that any technical or business or transit or other information of IDBI Bank that the endor's personnel, or agents acquire while on IDBI Bank premises / establishments, or through access to IDBI Bank offices or databases while on or off IDBI Bank premises / establishments, shall be deemed Confidential Information. Confidential Information shall at all times remain the sole and exclusive property of the disclosing party. Upon termination of this Agreement, confidential information shall be returned to the disclosing party or destroyed, if incapable of return. The destruction shall be witnessed and so recorded, in writing, by an authorised representative of each of the parties. Nothing contained herein shall in any manner impair or affect rights of IDBI Bank in respect of the Confidential Information. In the event that any of the parties hereto becomes legally compelled to disclose any Confidential Information, such party shall give sufficient notice to the other party to enable the other party to prevent or minimize to the extent possible, such disclosure. Neither party shall disclose to a third party any Confidential Information or the contents of this Agreement without the prior written consent of the other party. The obligations of this Clause shall be satisfied by handling Confidential Information with the same degree of care, which the receiving party applies to its own similar confidential information but in no event less than reasonable care. The obligations of this clause shall survive the expiration, cancellation or termination of this Agreement. The receiving Party acknowledges the confidential nature of Confidential Information and damage could result to the disclosing Party if the receiving Party breaches any provision of the agreement and agrees that, if the receiving Party or any of the directors, officers or employees should engage or cause or permit any other person to engage in any act in violation of any provision hereof, the disclosing Party may suffer immediate irreparable loss for which monetary compensation may not be adequate. The disclosing Party shall be entitled, in addition to such other remedies, damages & relief as may be available to it, to an injunction or similar relief prohibiting the receiving Party, its directors, officers etc from engaging in any such act. This Agreement shall be governed, interpreted and enforced in accordance with the laws of India. Any dispute arising out of or in relation to this Agreement shall be referred to arbitration by a sole arbitrator appointed by both the parties. The arbitration shall be governed by the Arbitration and Conciliation Act Each Party shall pay and bear its own cost of arbitration. The Arbitration shall be held in the city of Mumbai. This document contains the entire agreement between the Parties with respect to the subject matter hereof. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both Parties hereto. If any part of this Agreement is found invalid or unenforceable, that part will be amended to achieve as nearly as possible the same economic and legal effect as the original provision and the remainder of this Agreement will remain in full force. IDBI Bank Limited 103 of 110

104 This Agreement shall bind and inure to the benefit of the Parties hereto and their successors and assigns. Neither Party may assign any of its rights or obligations under this Agreement without the prior written consent of the other Party. Authorised Signatory (Name of the endor& Signatory) Name : [] Designation : [] Office Seal : [] SIGNED AND DELIERED BY THE WITHIN NAMED NAMED IDBI Bank Name : [] Designation : [] WITHIN Place : Date : IDBI Bank Limited 104 of 110

105 ANNEXURE 2: CONTENTS AND FORMAT OF FINANCIAL BID 1. Cost of Implementation for WebsitesHosting on dedicated servers a) Cost Break up: S. No. Description Quote (Rs.) 01. Hosting of IDBI Bank Websites as per the specifications mentioned in the RFP document. (Payable quarterly in advance) for a period of 5years. a. Providing a Dedicated servers for Hosting the IDBI Bank Ltd Websites including all software licenses required b. Configuration and Software as mentioned in the RFP c. Data Transfer of 500GB per month Unused portion to be carried forward d. Minimum 10 mbps bandwidth e. Security Measures as per extant CERT-IN Guidelines f. Monitoring & Alerts ( SMS / ) g. Auto Fall Back Arrangement h. Regular Backups i. Anti irus Total (for evaluation of the L1 Bidder) (Exclusive of all applicable taxes) 02 Optional costs. a) Rate for Additional Data Transfer per GB over and above the minimum commitment of 500 GB. b) Providing a Dedicated server for Hosting the Analysis Software for IDBI Bank Ltd Websites including the OS License Required. (Per Annum) Rs. Rs. Rs. Rs. Note: L1 endor will be decided on the basis of minimum rate quoted for Serial Number 1. Total Cost of implementation for Websites hosting on dedicated servers for a period of 5 years = INR< in words > only. Name of the signatory Designation Company Seal. Date : Place : Authorised Signatory IDBI Bank Limited 105 of 110

106 2. Terms & Conditions: a) Please note that the cost break up must be provided strictly in the format specified above b) IDBI Bank Ltd reserves the Right to accept any Bid, and to annul the Bid process and reject all Bids at any time prior to award of contract without thereby incurring any liability to the affected Bidder or Bidders or any obligation to inform the affected Bidder or Bidders of the grounds for IDBI Bank Ltd s action. Any decision in these regards by IDBI Bank Ltd shall be Final, conclusive and binding on the Bidder. c) The total cost of implementation for Websites hosting on dedicated servers System quoted in section (1) of Annexure-2, above, should be accounted for and must be valid for the entire period 5years after successful acceptance of Websites hosting on dedicated servers by IDBI Bank. d) The total cost of Websites hosting on dedicated servers should cover (i) customization, Implementation, Training and Operationalization of Websites hosting on dedicated servers for IDBI Bank (ii) The period of 5years from the date of acceptance of Websites hosting on dedicated servers e) All the costs are in Indian Rupees. Also, all payments will be made in Indian Rupees ONLY Dated this [] day of [] 2015 Signature (Company Seal) In the capacity of Duly authorized to sign Bids for and on behalf of: IDBI Bank Limited 106 of 110

107 ANNEXURE 3 SERICE LEEL REQUIREMENTS 1. During the Webhosting contract period of 5 years,the following service levels are expected to be maintained by the endor/bidder. Failing to which the penalties will be charged by IDBI Bank and payments are made after adjusting the penalties for not meeting the service levels. Sr. Category Severity Timeframe for Timeframe No Workaround Problem Fix/Patch 1 Problem / Critical 30 Mins 4 Hrs Issue / Defect High 1 Hrs 8 Hrs Low 4 Hrs Within a Day for 2. A minimum of 99.97% uptime is to be guaranteed by the Service Provider 3. Penalty amount will be mutually agreed between endor/bidder & IDBI Bank and it should not be higher than 10% of the invoice value for the specified invoice period. 4. Penalty per incident as per below severity Sr. No Severity Penalty (%) 1 Low 0.5 % 2 High 1 % 3 Critical 2.5 % 5. Breach of Service levels consistently on part of the endor/bidder may lead to invocation of Clause for Termination for Default Problem/Issue/Defect: This should be defined as any flaw within the Hardware / Software system which does not allow the end user to perform its regular operations as per the specifications / operational guidelines /functionality requirements in a stipulated timeframe. 6. Any problems/issues /Defects in the hosting of the websites reported by the endor/bidder should be categorized based on severity as follows: IDBI Bank Limited 107 of 110

108 Critical: When the System Operation is stopped/halted or malfunctioning and has affected the availability of the websites in stipulated time frame. High:When the System Operation is stopped/halted or malfunctioning and the availability websites is not affected but the operations on the same (like uploading of new content, etc.) are hampered. Low:Minor irritants during operations like intermittent connectivity failures, etc. 7. Backups:Bidder should backup the websites / data and should provide a failover arrangement with 15 minutes RPO and RTO with 30 minutes. In the event of main site becoming inaccessible failover arrangement should be up within 30 minutes of failure of main site. Failure cause may be site crash / hacking etc. 8. Downtime: At any single point of time downtime should not exceed 30 minutes. In case it is anticipated that it will exceed 30 minutes the hosting should be made available from secondary location / server. IDBI Bank Limited 108 of 110

109 ANNEXURE 4 - ACCEPTANCEOF RFP TERMS. To, DGM ITD, IDBI Bank Ltd. (To be submitted on the Company s Letter Head) Ref: RFP for Hosting of Websites for IDBI Bank Ltd. Date: This is to confirm that we unconditionally accept all the terms and conditions as mentioned in the said RFP floated for IDBI Bank Ltd. regarding hosting of websites on dedicated server. ( Name ) Designation Seal/Stamp of the endor * * * IDBI Bank Limited 109 of 110

110 ANNEXURE 5- Eligibility Criteria Criteria i. The bidder should have provided webhosting services to at least one corporate customer (from BSE top 100 list). Customer list with contact details should be provided. ii. The bidder should have at least one Commercial bank Client for web hosting as a reference. iii. The bidder should have Level-3 Data Centre or higher. iv. The Primary and Secondary sites should have ISO certification for Websites Hosting Data Center/Services and the certificate should be current. v. The Primary and Secondary sites should be CERT-IN certified. vi. The bidder should have been a profit making company during the past three financial years ( and ) vii. The bidder should have been in the business of Websites Hosting for a minimum of3 years. viii. The bidder has responded as 0 or 1 to all the features/requirements in Section 6,7 and 8 Bidder Response (Y/N) Supporting documents. IDBI Bank Limited 110 of 110