request for proposal (rfp) for corporate agency

1

Request for Proposal (RFP)

For

Corporate Agency Arrangement for

Additional General and Standalone Health Insurance Business

Reference Number : IDBI Bank/RBG/TPD/RFP/2020-21/001

Dated : February 19, 2021

Issued By : IDBI Bank Limited

Head Office : Corporate Centre, Mumbai, IDBI Towers,

World Trade Centre Complex, Cuffe Parade,

Colaba, Mumbai- 400005

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Index

SECTION -1

Sr No Particulars Page

No

1 Document Control Sheet -Bid details in Brief 4

2 Disclaimer 6

SECTION -2

1 Introduction 8

2 Information for interested Insurance Companies & Broad Scope of

Work

8

3 Bidders Eligibility 10

4 Bid Process 12

5 Rejection of Bid – Proposal Validity 13

6 Evaluation Of Bids – General 14

7 Evaluation Of Bids - Health 15

8 Preparation f proposals 17

9 Submission Receipt and opening of Proposal 18

SECTION -3

1 Other Terms and Conditions 19

SECTION -4

ANNEXURE-1

1 Minimum Eligibility Criteria to be complied by the Bidder –

General

26

2 Minimum Eligibility Criteria filled by the Bidder - Health 28

3 Undertaking by Bidder 30

4 Organizational Snapshot 33

3

5 Organization Details 37

6 Products and Commission 38

7 Channel wise Break up 39

8 Segment wise Business---General 40

9 Segment wise Business---Health 41

10 Claim Settlement 42

11 IRDAI penalty and warning 44

12 Grievance Redressal 45

13 Distribution parameter 46

14 Business & Revenue parameter 47

15 Support 48

16 Hospital network (For Standalone health insurance company) 49

17 Third Party Administrator (For Standalone health insurance

company)

51

18 Form of Board Resolution 53

ANNEXURE-2

Information Security Certificate

54

ANNEXURE-3

Non-Disclosure Agreement

55

ANNEXURE-4

Corporate Agency Agreement

59

ANNEXURE-5

Integrity Pact

97

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SECTION -1

1 Document Control Sheet

Bid Details in Brief – Most Important Dates for Bidders

Sl

No

Description Details

1 Name of the Company IDBI Bank Limited

2 RFP Number & Date IDBI Bank/RBG/TPD/RFP/2020-21/001

February 19, 2021

3 Date of Issue February 19, 2021

4 Purpose Tie-up with IDBI Bank Ltd. for Corporate

Agency Arrangement for General Insurance

and Standalone Health Insurance business

5 Address for submission of Bid &

Place of Opening of Bids

IDBI Bank Ltd, Corporate Office, IDBI

Tower,

13th

Floor, Cuffe Parade, WTC,

Cuffe Parade, Colaba, Mumbai-400005.

6 Date and Time for submission of

pre bid queries

February 23, 2021 by 05:00PM

7 Date and Time for Pre Bid

Conference

February 25 , 2021 at 03:00PM

8 Date & Time for Bidders to submit

response to RFP

March 5, 2021 by 05:00 PM

9 Date & Time of Opening of Bid

March 6, 2021 by 12:00 PM

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10 Result of Bid March 15, 2021 at 11:00 AM(For General

Insurance)

March 15, 2021 at 03:00 PM(For

Standalone Health Insurance)

11 Presentation by eligible Bidders March 17, 18 2021 at 11:00 AM(For

General Insurance)

March 19, 2021 at 03:00 PM(For

Standalone Health Insurance)

12 Final Result March 25, 2021 at 3 pm

13 Contact Person Shri Rajeev Kumar, DGM-TPD

Email id- [email protected]

Ph-022-66552233

Shri Aniruddha Barik, AGM-TPD

Email id- [email protected]

Email id-022-66553036

14 Email ID [email protected]

15 Website www.idbibank.in

Note:

1. This RFP document is the property of the Bank & is not transferable.

2. This bid document has 107 pages.

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.

4. No queries / negotiations will be entertained after the date and time mentioned

under each head in this Document Control Sheet.

mailto:[email protected]

mailto:id-%[email protected]

mailto:[email protected]

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2. Disclaimer

The information contained in this Request for Proposal (RFP /Bid document) or

information provided subsequently to Bidders or applicants, whether verbally or in

documentary form, by or on behalf of IDBI Bank Limited (IDBI Bank /the Bank) for

Corporate Agency Arrangement for General and Standalone Health Insurance business, 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 by IDBI Bank to any

parties other than the applicant(s) who are qualified to submit the bids ( hereinafter

individually and collectively referred to as “ Bidder” or “Bidders” respectively). The

purpose of this RFP is to provide the Bidders with information to assist the formulation

of their proposals. This RFP does not claim to contain all the information as required by

Bidder (s). Each Bidder may conduct its own independent investigations and analysis and

is free to check the accuracy, reliability and completeness of the information in this RFP.

The 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 this 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 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.

Information provided in this RFP is on a wide range of matters, some of which may

depend upon interpretation of law. The information given is not intended to be an

exhaustive account of statutory requirements and should not be regarded as a complete or

authoritative statement of law. IDBI Bank does not own any responsibility for the

accuracy or otherwise for any interpretation or opinion on law expressed herein. Further,

IDBI Bank also does not accept liability of any nature whether resulting from negligence

or otherwise howsoever caused arising from reliance of any Bidder upon the statements

contained in this document.

IDBI Bank in its absolute discretion, but without being under any obligation to do so,

update ,amend or supplement the information in this RFP. Such change will be published

on the Bank‟s website and it will become part and parcel of the RFP. Prospective

bidders shall regularly visit Bank’s website for any changes / development in

relation to this RFP. Prospective bidders shall regularly visit Bank’s website,

www.idbibank.in for any changes / development in relation to this RFP.

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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 and without being liable for any loss/injury that Bidder might suffer due to

such reason. The decision of IDBI Bank shall be final, conclusive and binding on all the

parties directly or indirectly connected with the bidding process.

Bids not satisfying the procedure prescribed in the Bid document will be treated as

invalid and rejected summarily.

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SECTION -2

1. Introduction

IDBI Bank Ltd is a company incorporated and registered under Companies Act, 1956 (1

of 1956) and a company under section 2 (20) of Companies Act 2013 (18 of 2013) and

Banking company under section 5 (c) of the Banking Regulation Act, 1949 (10 of 1949)

with CIN No.L65190MH2004GOI148838. IDBI Bank Limited (hereinafter referred to as

“the Bank” or “IDBI Bank”) is also a scheduled bank as notified by the Reserve Bank of

India (RBI) under the Reserve Bank of India Act, 1934. The Bank is engaged in

providing finance and conducting banking business.

Headquartered in Mumbai, IDBI Bank today rides on the back of a robust business

strategy, a highly competent and dedicated workforce and a state-of-the-art information

technology platform, to structure and deliver personalized and innovative Banking

services and customized financial solutions to its clients across various delivery channels.

As a Universal Bank, IDBI Bank, besides its core banking and project finance domain,

has an established presence in associated financial sector businesses like Capital Market,

Investment Banking and Mutual Fund Business. Going forward, IDBI Bank is strongly

committed to work towards emerging as the 'Bank of choice' and 'the most valued

financial conglomerate', besides generating wealth and value to all its stakeholders.

2. For further details, please refer Bank‟s website www.idbibank.in

3. About RFP

The Bank invites proposal from eligible Bidders for “Corporate Agency Tie –up” for

soliciting / marketing of their General/Health insurance products through Bank‟s branch

network. This invitation has been prepared solely for the purpose of enabling IDBI Bank

to become Corporate Agent of eligible General Insurance (GI) and Stand Alone Health

Insurance Companies (SAHI) in addition to its existing partners viz., TATA AIG and

New India Assurance (“Existing Partners”) for General Insurance business and MAX

BUPA for Health Insurance Business, respectively. This RFP document is not an offer,

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or invitation to enter in to a contract or agreement. The Bank reserves its right to cancel

this RFP at any stage without assigning any reasons whatsoever.

4. Objectives of RFP:

As per IRDAI (Registration of Corporate Agents) Regulations, 2015 (“IRDAI

Regulations”), corporate agents may have arrangements with a maximum of three general

insurers and three health insurers to solicit, procure and service their insurance products.

In line with the said IRDAI Regulations, the Bank intends to tie-up with / empanel

multiple insurers of good standing through this RFP to select One Insurance partner for

General Insurance and Two Insurance partners for Standalone Health Insurance to

tap the vast potential available at all its branches across the country and help customers to

cover their risk related to General and Standalone Health Insurance and to provide more

choice of insurance as well as services to its customers.

The proposal to be received from the Bidders in terms of this RFP for empanelment of

one insurance partner for General Insurance business and two insurance partners for

Health Insurance would be evaluated by the Bank. Though as per open architecture

model, there is scope for only one (1) GI & two (2) SAHI Partners, the Banks reserves

the rights to select more than one/two GI/SAHI partners respectively on the basis of this

RFP and empanel them for future on boarding if required.

5. Scope of Work

Customization of Insurance products to cater to all segments of Bank‟s clientele base and

in all lines of business activities of the Bank.

i. The premium for the above risk cover should be in line with the market and

competitive enough to restrain our clients from looking elsewhere.

ii. Support to Bank in terms of Sales, Renewals, Claims, Customer Complaint Resolution,

MIS, IT & Manpower to cater the customers across the length and breadth of the country.

iii. Bidder should be technologically enabled, so as to be in a position to provide the

Bank, data on policies issued, policy renewals, policies lapsed and claims throughout the

Bank with all details on a day to day basis and other details such as scanned copies of

proposals forms at regular intervals as may be mutually agreed.

iv. The Bidder should remit the revenue / commission payable to the Bank every month

at the corporate level with complete details by the 7th of every month with applicable

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GST / other taxes as per statutory requirement, so as to facilitate the Bank to distribute

the same to the branches by the 10th of every month.

v. The Bidder should provide access to the Bank, of the updated data of policies sold by

Bank branches on the Bidder‟s portal through a specific User ID & Password.

vi. The Bidder should provide the MIS updates on status of customer complaints on a

weekly basis.

vii. The commission paid by the Bidder shall be as per IRDAI prescribed rates. The

product wise applicable commission rates shall be furnished as per Form 4

viii. The Bidder shall put in place a robust system towards risk mitigation for the Bank to

function as a Corporate Agent.

6. Eligibility for empanelment

A. General Insurance

The Bidder should fulfil the following eligibility criteria:

i. Should have valid IRDAI license for procuring insurance business in India and

should have been registered with IRDAI under General Insurance category.

ii. Should have been in operation for more than 5 years in India as on 31.03.2020.

iii. Should have the minimum Solvency Ratio of 1.5 as on 31.03.2020 as per audited

balance sheet.

iv. Should have minimum 50% of Branch Locations in the 25 Km area vicinity of

IDBI Bank Branch as per the location in Annexure 1.

v. The Bidder should have minimum claim settlement ratio of 85% as on 31.03.2020

vi. Authorized representative of Bidder should submit undertaking as per in Form 1 in

Annexure 1.

vii. The bidder should have at least 100 branches across India as on 31.03.2020

viii. The bidder should have tie up with at least three banks out of which, minimum

two (02) PSB (Public Sector Bank).

ix. Existing Partners of IDBI Bank shall not be eligible to participate in this RFP.

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B. Standalone Health Insurance

The Bidder should fulfil the following eligibility criteria:

i. Should have valid IRDAI license for procuring insurance business in India and

should have been registered with IRDAI under General Insurance category.

ii. Should have been in operation for more than 5 years in India as on 31.03.2020.

iii. Should have the minimum Solvency Ratio of 1.5 as on 31.03.2020 as per audited

balance sheet.

iv. Should have minimum 50% of Branch Locations in the 25 Km area vicinity of

IDBI Bank Branch as per the location in Annexure 1.

v. The Bidder should have minimum claim settlement ratio of 85% as on 31.03.2020

vi. Authorized representative of Bidder should submit undertaking as per in Form 1 in

Annexure 1.

vii. The bidder should have at least 100 branches across India as on 31.03.2020

viii. The bidder should have tie up with at least three banks out of which, minimum

two (02) PSB.

ix. Existing Partners of IDBI Bank shall not be eligible to participate in this RFP.

Note: All eligibility requirements mentioned above should be complied with by the

Bidders as applicable and relevant support documents should be submitted for the

fulfilment of eligibility criteria, failing which the Bids may be summarily rejected. Non-

compliance of any of the criteria can entail rejection of the offer. Photocopies of relevant

documents / certificates should be submitted as proof in support of the claims made for

each of the above-mentioned criteria and as and when the Bank decides, originals /

certified copies should be shown for verification purpose. The Bank reserves the right to

verify / evaluate the claims made by the Bidder independently.

Any deliberate misrepresentation/wrong certification / violation of Integrity Pact will

entail rejection of the offer, ab-initio., in case such bidder qualifies as successful bidder.

The decision of IDBI Bank with regard to empanelment of the new eligible insurance

partners in this regard is final, conclusive and binding on the Bidders.

The Bank reserves the right to de-empanel any empanelled bidder. Empanelment does

not confer any rights on the bidders to necessarily sell its General / Health insurance

products / policies by the Bank to its customers. The selection of said products / policies

of the empanelled bidder‟s is at the discretion of customers of the Bank.

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7. Bid Process

A. Bid Document

i. The Bid document can be downloaded from Bank‟s website. A bidder can submit only

one Bid under each category. The cost of Bid document is Rs.50000/- (Rupees Fifty

Thousand only) + 18% GST (“Cost”). The prospective Bidder is required to pay the Cost

in the form of a demand draft or Banker‟s Cheque or pay order from any scheduled

commercial bank in favour of „IDBI Bank Limited‟, payable at Mumbai, at the time of

purchasing the Bid Document. In case, the Bid Document is downloaded from IDBI

Bank‟s website www.idbibank.in, the Cost as mentioned above should be paid along with

the submission of the Bid. Bids received without the Cost shall be summarily rejected.

The Cost is non-refundable.

ii. The Bidder shall solely bear all expenses whatsoever associated with or incidental to

the preparation and submission of its Bid and the Bank shall in no case be held

responsible or liable for such expenses, regardless of the conduct or outcome of the

bidding process including but not limited to cancellation / abandonment / annulment of

the bidding process.

B. Clarification to RFP and Pre-Bid Queries.

i. The Bidder may request for clarification on any clause of RFP on for

General/Standalone Health Insurance by February 23 ,2021 and before 5.00 PM.

Any request for clarification must be sent through writing in hard copy to Dy General

Manager, Third Party Product Dept. IDBI Bank Limited,13 Floor, IDBI Tower, WTC

Complex, Cuffe Parade, Mumbai as well as through e-mail ID mentioned in the RFP

(mentioning Brief Details of Bids). The Bank will conduct the pre- bid meeting on

February 25,2021. (For General Insurance)/ (For Standalone Health Insurance) at

the place mentioned in the RFP on above respective dates.

ii. At any time before the submission of proposals, the Bank may amend the RFP by

issuing an addendum and hosting it on the Bank‟s website. The addendum will be

binding on all the Bidders. To give Bidders reasonable time to take an amendment into

account in their proposals, the Bank may, if the amendment is substantial, extend the

deadline for submission of Proposals.

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C. Rejection of Bids

The Bank reserves the right to reject the Bid if,

i. The Bid is incomplete as per the RFP requirements.

ii. Any condition stated by the Bidder is not acceptable to the Bank.

iii. If the RFP and any of the terms and conditions stipulated in this document are not

accepted by the Bidder.

iv. Required information is not submitted as per the format given.

v. Any information submitted by the Bidder is found to be untrue / fake/ false.

vi. The Bidder does not provide within the time specified by the Bank, the supplementary

information / clarification sought by the Bank for evaluation of the Bid.

vii. The Bank shall be under no obligation to accept any offer received in response to this

RFP and shall be entitled to reject any or all bids without assigning any reason

whatsoever.

viii. The Bidders canvass or influence the Bank during the RFP process.

ix.Bids are received after the specified time on the last date.

For other reason which the Bank may deem appropriate for rejection of the bid.

D. Validity of Bids

i. All bids shall be valid for a period of 180 days from the last date of submission

mentioned in “Most Important dates for the Bidders”. The Bank will make its best effort

to complete the process within the specified period. However, should the need arise; the

Bank may request the Bidder to extend the validity period of their proposals. Bidders,

who do not agree, have the right to refuse to extend the validity of their proposals. Under

such circumstances, Bank shall not consider such proposals for further evaluation

ii. The last date of submission of RFP is March 05, 2021 by 5 PM (For General

Insurance and Standalone Health Insurance). No proposal will be accepted after this

date and time.

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iii. Bidders have to submit RFP in hardcopy format in original along with one set of

photocopy and 2 softcopies by means of CD. The documents in the CD should be in no

other format other than the MS Word.

iv. Bids of only those Bidders will be evaluated, who meet the minimum eligibility

criteria as specified in the RFP.

v. The Bank may at its sole discretion appoint or take the help of professional consultant

to help the Bank in evaluation process.

vi. Bank may call for any additional information as may be required.

E. Evaluation of Bids

(For General / Standalone Health Insurance Company). Please (tick) as applicable

i. The Bid submitted by the bidders under the RFP will be evaluated by a committee of

the Bank. If required the Bank may engage the services of external consultants for

evaluation of the bid.

ii. The Technical Proposal/Evaluation of all the eligible Bidders for qualifying as

General Insurance Company shall be evaluated as per the below criteria (Maximum 75

marks)

Sr

No

Parameter Score

1 Business Parameter of the Bidders 26

No. of Years in Operation 8

Solvency Ratio 5

Tie-Ups with other banks 5

No. of Branches of the Bidders in the vicinity of the

Branches of the IDBI Bank as per list attached.

8

2 Service parameter 19

Grievance Redressal 6

15

Claim Ratio 8

No. of Manpower Mapped with IDBI Bank Branches 5

3 IRDAI Penalty 4

4 Products 6

6 Support parameter 20

Training & Marketing Support 4

Operations, Service and Claims Support 5

Technology MIS and Digitalization of Process. 6

Minimum 50% of location in 25 km vicinity area of IDBI

Bank Branches

5

75

iii. The Technical Proposal of the bidders for qualifying as Health Insurance Company

shall be evaluated as per the below criteria (Maximum 75 marks)

Sr No Parameter Score

1 Business Parameter 29

No. of Years in Operation 8

Solvency Ratio 5

Individual Rate Premium 3

Bank Tie-Ups 5

No. of Branches of the Bidders in the vicinity of the

Branches of the IDBI Bank as per list attached.

8

2 Service parameter 19

Grievance Redressal 6

Claim Ratio 8

16

No. of Manpower Mapped with IDBI Branches 5

3 IRDAI Penalty 4

4 Products 4

6 Support parameter 19

Training & Marketing Support 4

Operations, Service and Claims Support 5

Technology MIS and Digitalization of Process. 5

Minimum 50% of location in 25 kms vicinity area of

IDBI Bank Branches

5

75

75 marks are allotted for Technical Evaluation. Bidders scoring less than 60marks (cut-

off score) out of 75 marks in the technical evaluation shall not be considered for the

presentation process. In case there is only one Bidder having technical score of 60 or

more, the Bank may, at its sole discretion, also include Bidder with the next highest

technical score above a score of 40. In case, none of the participating Bidders qualify on

technical criteria and reach or exceed the cut-off score 60, the Bank, at its own sole

discretion, may qualify two Bidders on the basis of the top 2 scores with a minimum

score of 40. Bidders achieving minimum technical score as mentioned above will be

invited for a presentation on a specified date, time before the appointed committee by the

Bank. The decision of the Bank in this regard is final and binding on all the participating

Bidders. The presentation shall carry 25 marks. The successful Bidders will be intimated

about the date and time of presentation and will have to make their own travel and stay

arrangements at their own cost. Bank will not bear the cost towards the same.

iv. The presentation shall comprise of Distribution Plan / Road Map incorporating the

following aspects;

Marketing strategy

Distribution Plan to achieve the business & revenue projections for next 3 years as

indicated in the bid

Ability to customize products to cater to various segments of Bank‟s Clientele

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Sales / Manpower support

State wise business branch mapping with Bank‟s branches

Claim Servicing ( detailed Claim settlement process)

TAT ( Policy issuance & Claim settlement)

Training Capability

Risk mitigation for the Bank in terms of regulation compliance / against any

claims / complaints by the policy holder

Technological & MIS support

Grievance redressal mechanism.

V. A copy of the detailed presentation covering all the above aspects shall be shared with

the Bank.

VI. The Bidders will be ranked on the basis of the sum total of score i.e. technical score +

presentation score. The bidder with the highest total score (Marks for Technical

+Presentation) will be declared successful and shall be recommended for the Corporate

Agency Tie-up. After the identification of the successful Bidder, the Bank will follow the

internal procedure for necessary approval and thereafter proceed with the signing of

Corporate Agency Agreement. .

VII. The Bank reserves the right to accept or reject any bid or abort the entire RFP

process without assigning any reason whatsoever at any stage of the RFP, without

incurring any liability and the decision of the Bank shall be final and binding on the

participating Bidders.

F. Preparation of Bids

i. In preparing their Bids, Bidders are expected to examine in detail the documents

comprising the RFP. Material deficiencies in providing the information requested by the

Bank may result in rejection of Bid

ii.While preparing the Proposal, the Bidder must give particular attention to the

following:

(a) The data should be furnished strictly in accordance with the formats specified /

applicable among those mentioned in FORM 1 to FORM 16.

(b) All monetary numbers should be in Indian Rupees. Denomination in INR.

Crore is preferred for large numbers.

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(c) Annual numbers for Indian operations should be for financial year ending

March 31, 2020 unless otherwise specified.

(iii) Submission of the data in wrong type of formats will result in Proposal being

deemed nonresponsive.

G. Submission, Receipt, and Opening of Proposal

i. The original Bid shall contain no interlineations or overwriting, except as necessary to

correct errors made by the Bidders themselves. The person who has signed the proposal,

must authenticate such corrections by initial.

ii. An authorized representative who would be signing the Submission letter shall initial

all pages of the original Bid document with Company seal.

iii. The Bid document along with the data as per the formats mentioned in this RFP must

be submitted at IDBI Bank Corporate Office, in respective boxes by the date and time

mentioned in the Document Control Sheet , in a single sealed envelope duly super scribed

“ IDBI Bank - Request for Proposal for Corporate Agency Arrangement for General

/Standalone Health Insurance.” The Bidders while submitting the bid documents in a

single sealed envelope should tick the applicable insurance for which the proposal is

submitted. No proposal through mail or post will be accepted.

iv. The Bidders who would want to be present at the time of opening of bids may send

their representatives on the given date and time.

v. The Bank and its officials are bound by guidelines of governance and transparency in

process. The Bank has undertaken the RFP process to ensure that there is transparency

and fairness in the process of selection of suitable insurance partner and the Bank and its

customers get the best possible support and service to the extent permitted by IRDAI.

vi. From the time the Proposals are opened to the time the Bidders are shortlisted, the

Bidder should not contact the Bank or any officials of the Bank on any matter, except to

seek clarifications correspond to the quarries of the Bank in writing or email. Any effort

by the Bidders to influence the Bank in the examination, evaluation, ranking of proposals,

and recommendation for award shall result in the rejection of the Bidders Proposal. The

Bank reserves right to seek clarifications from the Bidders.

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SECTION -3

Other Terms and Conditions

1. Force Majeure:

Notwithstanding the above provisions, the successful bidder shall not be liable for

termination on account of default if and to the extent that the delay or failure to perform

its obligations under the Contract is the result of an event of Force Majeure. For purpose

of this clause, “Force Majeure” means an event beyond the control of the Bidder and not

involving the Bidder‟s fault or negligence and not foreseeable. Such events may include,

but are not restricted to, wars or revolutions and epidemics. If a Force Majeure situation

arises, the Bidder shall promptly notify the Bank in writing of such condition and the

cause thereof. Unless otherwise directed by the Bank in writing, the Bidder shall continue

to perform its obligations under the contract as far as is reasonably practical and shall

seek all reasonable alternative means of performance not prevented by the Force Majeure

event.

2. Corporate Agency Services:

“Corporate Agency Services” shall include (i) marketing, distribution and selling of the

General Insurance Products / Health Insurance Product through the Distribution Network;

(ii) soliciting or procuring general insurance / health insurance product business relating

to the continuance, renewal or revival of policies of insurance; and (iii) all such other

corporate agency services permitted to be rendered by composite Corporate Agent under

the License, the Insurance Act, IRDAI (Registration of Corporate Agents ) Regulations

2015 and any other Applicable Laws.

3. Confidentiality:

The Bank is bound by an agreement of confidentiality and secrecy with regard to the

dealings of all customers, particularly the borrowers. The successful Bidder shall take all

precautions necessary to keep the information shared by the Bank and /or came to the

knowledge of the successful Bidder as totally confidential and under no circumstances it

will be disclosed to any third party or competitors. The successful Bidder shall render

himself liable for disqualification/premature termination of contract apart from other

legal action as may be warranted for any laxity on its part. The Bank is entitled to be

indemnified by the Bidder for any loss/damage to reputation and / or for any breach of

confidentiality. The information referred to shall include but not restricted to any and

every information concerning the Bank and its customers which the Bidders comes to

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know only on account of its being associated with the Bank through the contract which

the Bidder otherwise would not have had access to. The Bidder shall also not make any

news release, public announcements or any other reference on RFP or contract without

obtaining prior written consent from the Bank. Any reproduction of this RFP by

photocopy /Photostat / Electronic or any other means is strictly prohibited without prior

consent of the bank.

4. Resolution of Disputes:

This RFP and contracts / agreements to be entered with successful Bidders shall be

governed in accordance with the laws of India and all disputes and controversies between

the Bank and the Bidder shall be subject to the exclusive jurisdiction of the Courts in

Mumbai and the parties agree to submit themselves to the jurisdiction of such court.

5. Period of Tie Up:

The empanelment / tie up between the successful bidders and the Bank shall be for a

period of three years, subject to provision of termination clauses and annual review by

the Bank.

6. Arbitration:

Any controversy related to the successful Bidders under and pursuant to the contracts

/agreements entered in terms of RFP between the Bank and the successful Bidders, the

interpretation thereof or its breach shall, if not resolved by mutual discussions between

the parties, be settled by binding arbitration in accordance with the Arbitration and

Conciliation Act, 1996. Arbitration shall be conducted in Mumbai in English language.

The Arbitral Tribunal shall be composed of one Arbitrator to be appointed by each party,

and a third Umpire appointed by such Arbitrators. Each party shall bear the costs, fees,

etc of the arbitrator nominated by them and shall equally bear the cost of the Umpire.

7. Audit and Inspection of Record:

All Bidder records with respect to any matter covered by this tender (RFP) shall be made

available to the Bank at any time during normal business hours, as often as Bank deems

necessary, to audit, examine, and make excerpts or transcripts of all relevant data.

8. Indemnity:

The successful Bidder shall indemnify the Bank its directors, employees, agents and

representatives from and against any costs, loss, damages, expense, claims, litigations

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(including fees of legal counsels and litigation costs), suits, actions, judgments, and or

otherwise including but not limited to those from any customer/third parties or liabilities

of any kind howsoever suffered, arising out of or incurred inter alia during and after the

empanelment of the Bidder including but not limited to third-party claims due to any

unauthorised, misleading, false or inaccurate information, delay and deficiency relation to

the general/health insurance products/policies which is sold/issued/given to the customer

and or general/health policyholder.

The successful Bidder shall also indemnify the Bank, its directors, employees, agents

and representatives against loss or liability, claims, actions or proceedings, if any,

whatsoever nature that may arise or caused to Bank through the action of selected

bidders‟ employees, agents, contractors, sub-contractors etc.

The indemnity survives the period of tie-up/empanelment.

9. Information Security:

The Bidder personnel shall follow the Bank‟s information security policy and instructions

in this behalf.

The Bidder shall ensure that the equipment / application / software being supplied shall

be free from malicious code (Viruses, Trojan, Spyware etc.) and shall be liable for any

loss (information, data, equipment, theft of Intellectual Property Rights, network breach,

sabotage etc.) incurred to the Bank arising due to activation of any such embedded

malware / malicious code. The Bidder shall further supply a certificate to the Bank in

Annexure 2.

The Bidder shall abide to the Information Security Policy (ISP) and Cyber Security

Policy (CSP) of the Bank (as amended from time to time), which will be shared by the

Bank with the empanelled bidder on need to know basis. The empanelled Bidder shall

ensure that the equipment/application/software supplied under the RFP shall be

complacent with the ISP and CSP at all times.

The Bidder shall make sure that the sensitive data (such as password, financial

information, biometric information, personal information etc.) shared by the Bank should

be kept within the geographical boundaries of India.

22

10. Non- Disclosure Agreement:

The Success Bidder before empanelment with the IDBI Bank has to enter into Non-

Disclosure Agreement as per the format at Annexure 3

11. Corporate Agency Agreement:

The Success Bidder before empanelment with the IDBI Bank has to enter into Corporate

Agency Agreement (Contract) as per the format at Annexure 4

12. Integrity Pact:

IDBI Bank has implemented Integrity Pact (IP) and has appointed Independent External

Monitors (IEMs) for the IP in consultation with Central Vigilance Commission to avoid

all forms of corruption by following a system that is fair, transparent and free from any

influence / prejudice dealings prior to, during and subsequent to the currency of the

Contract to be entered into for the purpose of this RFP. The Bidder is required to submit

adequately stamped & duly executed pre-contract Integrity Pact in line with Annexure

5 as a pre-requisite condition while submitting the bid.

13. Representation and Warranties:

The Bidders represents and warrants as of the date hereof the following:

i. That the Bidder is not involved in any major litigation, potential, threatened and

existing, that may have an impact of affecting or compromising to provide

insurance products / services under the Contract.

ii. That the representations made by the Bidder in its Bid are and shall continue to

remain true and fulfil all the requirements as are necessary for executing the

duties, obligations and responsibilities as laid down in the RFP and unless the

Bank specifies to the contrary, the Bidder shall be bound by all the terms of the

Bid.

iii. That all the representations and warranties as have been made by the Bidder with

respect to its Bid and Contract, are true and correct, and shall continue to remain

true and correct throughout the term of the Contract.

iv. That providing of insurance products/services herein is and shall be in accordance

and in compliance with all applicable laws.

v. That there are –

23

a) No legal proceedings pending or threatened against Bidder or any sub

Bidder/third party or its team which adversely affect/may affect performance

under the Contract; and

b) no inquiries or investigations have been threatened, commenced or pending

against Bidder or any sub-Bidder / third part or its team members by any

statutory or regulatory or investigative agencies.

vi. That the Bidder has the corporate power to execute, deliver and perform the terms

and provisions of the Contract and has taken all necessary corporate action to

authorize the execution, delivery and performance by it of the Contract.

That all conditions precedent under the Contract has been complied.

That neither the execution and delivery by the Bidder of the Contract nor the

Bidder‟s compliance with or performance of the terms and provisions of the

Contract (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 Bidder,

(ii) will conflict or be inconsistent with or result in any breach of any or the terms,

covenants, conditions or provisions of, or constitute a default under any

agreement, contract or instrument to which the 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

Bidder.

That the Bidder certifies that all registrations, recordings, filings and notarisations

of the Contract 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 Bidder which is necessary to ensure the legality, validity,

enforceability or admissibility in evidence of the Contract have been made.

That the Bidder confirms that there has not and shall not occur any execution,

amendment or modification of any agreement/contract without the prior written

consent of the Bank, which may directly or indirectly have a bearing on the

Contract or the project.

That the Bidder owns or has good, legal or beneficial title, or other interest in, to

the property, assets and revenues of the Bidder on which it grants or purports to

grant or create any interest pursuant to the Contract, in each case free and clear of

any encumbrance and further confirms that such interests created or expressed to

be created are valid and enforceable.

That the Bidder owns, has license to use or otherwise has the right to use, free of

any pending or threatened liens or other security or other interests all Intellectual

24

Property Rights, which are required or desirable for the project and the Bidder

does not, in carrying on its business and operations, infringe any Intellectual

Property Rights of any person. None of the Intellectual Property or Intellectual

Property Rights owned or enjoyed by the Bidder or which the Bidder is licensed to

use, which are material in the context of the Bidder‟s business and operations are

being infringed nor, so far as the Bidder is aware, is there any infringement or

threatened infringement of those Intellectual Property or Intellectual Property

Rights licensed or provided to the Bidder by any person. All Intellectual Property

Rights (owned by the Bidder or which the Bidder is licensed to use) are valid and

subsisting. All actions (including registration, payment of all registration and

renewal fees) required to maintain the same in full force and effect have been

taken thereon and shall keep the Bank indemnified in relation thereto

14. Relationship of parties

i. Nothing in this Contract constitutes any fiduciary relationship between the Bank

and Bidder/Bidder‟s Team or any relationship of employer – employee, principal

and agent, or partnership, between IDBI Bank and Successful Bidder.

ii. No Party has any authority to bind the other Party in any manner whatsoever,

except as agreed under the terms of the Contract.

iii. IDBI Bank has no obligation to the successful Bidder, except as agreed under the

terms of the Contract.

iv. All employees/personnel/ representatives/agents etc., engaged by the Successful

Bidder for performing its obligations under the Contract/RFP shall be in sole

employment of the Successful Bidder and the Successful Bidder shall be solely

responsible for their salaries, wages, statutory payments etc. Under no

circumstances, shall IDBI Bank be liable for any payment or claim or

compensation (including but not limited to any compensation on account of any

injury / death / termination) of any nature to the

employees/personnel/representatives/agent etc. of the Successful Bidder.

15. NO ASSIGNMENT

The empanelment cannot be transferred or assigned by the Bidder without the prior

written approval of the Bank.

25

16. NO RIGHT TO SET OFF

In case the Bidder has any other business relationship with the Bank, no right of set-off,

counter-claim and cross-claim and or otherwise will be available under this empanelment

to the Bidder for any payments receivable under and in accordance with that business.

17. PUBLICITY

The Bidder is not permitted to make any public announcement or media release about any

aspect of empanelment unless the Bank first gives the Bidder its written consent.

18. CONFLICT OF INTEREST

The Bidder shall disclose to the Bank in writing, all actual and potential conflicts of

interest that exist, arise or may arise (either for the Bidder or the Bidder‟s team) in the

course of performing the services / empanelment as soon as practical after it becomes

aware of that conflict.

26

SECTION -4

Annexure -1

A: Minimum Eligibility Criteria – General Insurance Companies (To be filled by

Bidders)

Sr.N

o.

Eligibility Criteria Criteria Met

By Bidder

(YES / NO)

Document to be

Submitted

1 The Bidder should have

valid IRDAI license for

procuring insurance

business in India and

should have been

registered with IRDAI

under General Insurance

category.

Copy of License


been in operation for

more than 5 years in

INDIA

Certificate of Incorporation

Balance sheet and profit &

loss A/C for last 5 years.

3 The Bidder should have a

minimum solvency ratio

of 1.5 as on 31.3.2020

CA certified solvency

certificate.


minimum 50% of Branch

Locations in the 25 Kms

area vicinity of IDBI

Bank Branch as per the

location annexure.

Self-undertaking by

Insurance companies by

mapping their Branches

with IDBI Bank Branch as

per the location annexure

and the same should be in

the vicinity of 25 km‟s area.

27


minimum claim

settlement ratio of 85%

as on 31.03.2020

IRDAI certificate

7 Authorized

representative of the

Bidder has given

undertaking in Form 1

duly signed and stamped.

Undertaking Form 1

8 The bidder should have

at least 100/200/300..500

branches across India as

on 31.03.2020

Undertaking


tie up with at least three

banks out of which,

minimum two (02) PSB.

Undertaking

Place: With Seal of Company

Date: (Authorized Signatory)

Name…………………….

Designation………………….

28

B: Minimum Eligibility Criteria – Standalone Health Insurance Companies (To be

filled by Bidders)

Sr.N

o.

Eligibility Criteria Criteria Met

By Bidder

(YES / NO)

Document to be

Submitted


valid IRDAI license for

procuring insurance

business in India and

should have been

registered with IRDAI

under General Insurance

category.

Copy of License


been in operation for

more than 5 years in

INDIA

Certificate of Incorporation

Balance sheet and profit &

loss A/C for last 5 years.

3 The Bidder should have a

minimum solvency ratio

of 1.5 as on 31.3.2020

CA certified solvency

certificate.


minimum 50% of Branch

Locations in the 25 Kms

area vicinity of IDBI

Bank Branch as per the

location annexure.

Self-undertaking by

Insurance companies by

mapping their Branches

with IDBI Bank Branch as

per the location annexure

and the same should be in

the vicinity of 25 km‟s area.

29


minimum claim

settlement ratio of 85%

as on 31.03.2020

IRDAI certificate

7 Authorized

representative of the

Bidder has given

undertaking in Form 1

duly signed and stamped.

Undertaking Form 1


at least 100/200/300..500

branches across India as

on 31.03.2020

Undertaking


tie up with at least three

banks out of which,

minimum two (02) PSB.

Undertaking

Date: With Seal of Company

Place: (Authorized Signatory)

Name……………………...


30

Form 1

UNDERTAKING BY THE BIDDER

To

The Deputy General Manager

IDBI Bank Limited

--------------------------

Dear Sir,

Sub : RFP for Corporate Agency Arrangement for General/Standalone Health

Insurance Business.

I/We, the undersigned are duly authorized to represent and act on behalf of the Bidder in

terms of the enclosed Board Resolution at Schedule 1.

1. Having reviewed and fully understood all information provided in the RFP dated

February 19, 2020 issued by the Bank, I/We the Bidder is hereby submitting the Bid.

As required we are enclosing the following

i. Duly signed Bid as per the RFP

ii. Other details and supporting documents (as applicable) in response to the

requirements outlined in the RFP.

2. Our Bid is unconditional, valid and open for acceptance by Bank up until 180 days

from the last date of submission of the RFP.

3. We undertake that we shall make available to the Bank, any additional information /

clarification it may find necessary or require to supplement or authenticate the Bid.

4. We hereby agree, undertake and declare as under:

i. We have examined the RFP document and have no reservations with respect to the

same.

ii. Our Bid is in all respects, compliant with the requirement of the RFP. Without

prejudice to the foregoing, notwithstanding any qualifications or conditions,

whether implied or otherwise, contained in our Bid, we hereby represent and

31

confirm that our Bid is unqualified and unconditional and is without any

deviations, conditions or any assumptions in all respects.

iii. Notwithstanding any qualifications or conditions, whether implied or otherwise,

contained in our Bid, we hereby agree and undertake to keep this Bid valid and

open for acceptance without unilaterally varying or amending its terms for the

period, including any extended period, as specified in accordance with the RFP.

iv. We declare that in the event the Bank discovers anything contrary to our above

declarations, it is empowered to forthwith disqualify us and our Bid.

v. We undertake that in case due to any change in facts or circumstances or

applicable law during the Bidding process, we are disqualified in terms of the

RFP, we shall intimate the Bank of the same immediately.

vi. We further declare that we have not been declared ineligible for corrupt or

fraudulent practices in any bid process and have-not been blacklisted by any bank

or regulatory authority. We confirm that the Bank and its authorized

representatives are hereby authorized to conduct any inquiry or investigation to

verify the veracity of the statements, documents , and information submitted in

connection with this Bid and to seek clarifications from our employees and clients

regarding any financial and technical aspects.

vii. This letter will also serve as authorization to any individual or authorized

representative of any entity referred to in the supporting information, to provide

such information deemed necessary and requested by IDBI Bank to verify

statements and information provided in this Bid, or with regard to our resources,

experience, and competence.

viii. We hereby irrevocably waive any right which we may have at any stage at law or

howsoever otherwise arising to challenge or question any decision taken by the

Bank in connection with the selection of the Bidder, or in connection with the

Bidding process itself, in respect of the above mentioned Proposed Tie-up and the

terms and implementation thereof. We are aware that the decision of IDBI Bank

taken in respect of any issues is final and binding on us.

ix. This letter also serves on authority to the Bank to furnish any information related

to the Bidder in relation to the proposed Corporate Agency Arrangement to any

Regulatory/ Statutory authority in India to which the Bank & its proposed

Corporate Agency Arrangement is subjected to.

5. We understand that

i. All information submitted under this Bid shall remain binding upon us

ii. The Bank may in their absolute discretion reject or accept any Bid at any stage

without assigning any reason.

32

iii. We acknowledge the Right of the Bank to reject, our Bid without assigning any

reason for the Proposed Tie-up and reject all proposals. Otherwise and hereby

waive our right to challenge the same on any account whatsoever.

iv. Bank is not bound to accept any Bid that it may receive after the last date of

submission of the Bid.

6. We acknowledge that the Bank will be relying on the information provided in the Bid

and the documents accompanying such Bid for selection of the Bidders and we

declare that all statements made by us and all the information pursuant to this letter

are complete, true and accurate to the best of our knowledge and belief.

7. We hereby unconditionally undertake and commit to comply with the timelines as

specified in terms of the RFP or as extended by the Bank from time to time at its sole

discretion.

8. This Bid shall be governed by and construed in all respects according to the laws of

India. Courts of Mumbai, India, shall have exclusive jurisdiction in relation to any

dispute arising from the RFP, this Bid and the Bid process.

9. All the terms used herein but not defined, shall have the meaning as ascribed thereto

under the RFP.

We confirm that we are complying with the IRDAI guidelines.

Name of the Bidder:

Signature of the authorized person:

Name of the authorized person:

Company rubber stamp / seal:

33

Form 2 Organization Snapshot


[To be submitted on the company’s letter head and signed by the Authorized

signatory with seal]

1 Name of the Company

2 Complete Address with Tel No. &

Website(for further communication)

3 Name, Designation, Contact No. & Email

ID of the official for any communication in

relation to the Bid

4 Names of the JV partners & % of stake held

by each as at 31.3.2020

5 Year of Establishment

6 Month & Year of Business Commencement

7 IRDAI License No and Date

8 PAN no

9 GST Registration Number

10 Number of business Branches as at

31.3.2020 (no of branches state wise)

11 Financial Information ( Rs. In Cr)

2017-18 2018-19 2019-20

A Invested Capital

B Operating profits /(Loss)

C Profit /(loss) after Tax

d Accumulated Profit /(loss)

34

e Solvency Ratio (in %)

f Combined Ratio

g Net worth

12 Business Information

a Number of Policies issued

b Gross Written Premium (in Cr.)

c Corporate Agents( Banks)

d Corporate Agents (Others)

e Brokers

f Web Sales

g Direct Sales

h Individual Agents

I Others

J Segment wise business (in Cr.)

Fire

Marine

Motor

Health

Others

13 Claims Paid (In cr.)

14 Claims Disposal Ratio

A Claim Disposal Turn Around Time ( Days)

35

15 IRDAI Penalty & Warnings –Yes / No

A If yes, Details of Penalty /warning. Amount

of Penalty & Reasons for Penalty

16 Grievance Redressal

a No of Grievance o/s at the start of the year

b No of Grievance received during the year

C No of Grievances Resolved during the year

d No of o/s Grievance at the end of the year

17 Business & Revenue Projections for the Bank

Year 2021-22 2022-23 2023-2024

A No of Policies

B Gross Written Premium (In Cr.)

c Revenue for the Bank (In Cr.)

18 Key Support Areas

Support

a Manpower

B Training

C Marketing

D Operational & Service

E Claims

F Technology

G MIS

H Grievance Redressal

36

I Risk Mitigation

J Others(please Specify)

We have read and understood the terms and conditions of the RFP and express our

agreement to them and confirm that decisions of IDBI Bank with regard to the RFP will

be binding on us.

The information contained in the bid sheet is correct to the best of our knowledge and

belief. We further confirm that our Company is in a position to comply with all the

requirements of the RFP.

All the copies of documents supporting the details specified in the RFP are attached. We

confirm that we have not been barred/blacklisted/disqualified by any Regulatory /

Statutory body in India and we understand that if any false information is detected at a

later date, the assignment shall be cancelled at the discretion of the Bank.

We declare that the Key personnel in the Company who are associated with the

“Corporate Agency Tie-Up with s IDBI Bank in (General/ Standalone Health) Insurance

business” are not related to the Executives of IDBI Bank in Scale IV and above.



Name…………………….


37

Form 3

Organization Details

A. Please provide the list of All Board of Directors as on Date with a brief

background of each.

B. Please provide the organization chart as on Date showing the structure of

respective Functional heads.

C. Please provide the structure & hierarchy of Bancassurance Department as on Date

D. Please provide the list of Top Management Executives as on Date with their

Names, Designation & Email ID‟s in the format as given below

Name Designation Email ID

E. Please provide the number of business branches as on 31.3.2020 in each State or

Union Territory as per the format given below

State / Union Territory No of Business Branches



Name…………………….


38

Form 4 Product & Commission



Name of the

Product

Product

Category

Maximum

Commission

approved by

IRDAI

Maximum

Commission

offered to the

Bank*

*Within the permissible IRDAI regulations and guidelines



Name…………………….


39

Form 5 Channel wise breakup




Particulars

Gross premium

2017-18 2018-19 2019-20

Agency

Corporate

Agent(Banks)

Corporate Agent

(others)

Brokers

Web Sales

Direct Sales

Others

Total

*Till 31.3.2020



Name…………………….


40

Form 6-Segment Wise Businesses

[For General Insurance Companies]

Please provide the segment wise Business break up for last 5 financial years in the format

as given below:



Name…………………….


Period Fire Marine Motor Prop

erty

Engineering Liabilit

y

Miscellaneo

us and

Others

Total

FY 2015-16

FY 2016-17

FY 2017-18

FY 2018-19

FY2019-20

41

Form 7 Segment Wise Business

[For Standalone Health Insurance Company]



Please provide segment wise break up of Business for last 3 financial years in the format

given below



Name…………………….


Period Comprehensive

Care

Family

Floater

Personal

Accident

Travel Group

Mediclaim

Others

(If Any)

Total

FY

2017-18

FY

2018-19

FY2019-

20

42

Form 8-Claim Settlements




Particulars

FY 2017-18 FY 2018-19 FY 2019-20

No of

Policies

Amount

of Claim

No of

Policies

Amount

of Claim

No of

Policies

Amount

of Claim

Claims

pending at

start of the

year (A)

Claims

intimated

/booked

(B)

Total

Claims ( C

= A+B)

Claims

Paid ( D)

Claims

Repudiated

( E)

Claims

written

back ( F)

Claims

pending at

the end of

the year ( G

43

= C-D-E-F)

Ageing of claims by business lines as of 31.03.2020. Please give ageing of settled

claims in given below format

1 Month 1 – 3

Months

3- 6

Months

6-12

Months

>1 year Total No

of claims

paid

Total

amount of

claims

paid

( Rs lakh)

Place:


With Seal of Company

Name…………………….


44

Form 9 - IRDAI Penalty Warning




Has the Bidder been ever penalized by IRDAI? (YES /NO)

Please provide the details for last 5 FY in the format given below

Period Penalty / Warning Amount of Penalty

if Applicable

Details Reasons for

Penalty

FY 2015-16

FY 2016-17

FY 2017-18

FY 2018-19

FY 2019-20

Place:



Name…………………….


45

Form 10- Grievance Redressal




Please provide the data pertaining to grievance redressed in the format given below for

last 3 financial years

Period

Opening

balance of

Grievances c/f

No of

grievances

reported

during the year

No of

grievances

resolved

during the year

No of

grievances

pending at the

end of the year

FY 2017-18

FY 2018-19

FY 2019-20

Place:



Name…………………….


46

Form 11

Distribution Parameters

(For General /Standalone Health Insurance Company). Please (tick) as applicable



Does the bidder have a dedicated Banc assurance Team? (YES/NO)

Please provide the list of Banks /NBFC‟s acting as Corporate Agent for the organization

as on 31.3.2020.

Corporate Agency sales force ( No of Staff)

Corporate Agent—Banks

Name of the Bank

Total Premium

(FY 2019-20)

Corporate Agent of Bidder since

1

2

3

4

Corporate Agent – Others

Name of the Organization

Total premium

( FY 2019-20)

Corporate Agent of Bidder Since

1

2

3

4

Place:



Name…………………….


47

Form 12 Business & Revenue Estimate




Please provide the Estimated potential for next 3 years that M/s IDBI Bank holds to do

insurance Business and earn revenue from the same

Year 1 Year 2 Year 3

NOP‟s

Gross Direct

Premium

Revenue to the

Bank

Please provide a detailed Business Strategy & Road Map for the Bank to achieve the

same.

Please provide a road Map how the company will penetrate into the untapped sources of

the customers base of the Bank

Place:



Name…………………….


48

Form 13

Support




Please elaborate on the kind of support that Bidder will provide to the Bank on each of

the parameters as listed below. The Bidder may feel free to add any other support that it

may wish to provide to the Bank which will helps in increasing the Business & Revenue.

Kindly note that this does not refer to commercial support or payment. The support

committed below should be in line with IRDAI guidelines to help the bank increase

insurance business and insurance coverage suited to customer needs.

Sl

No

Support Remarks

1 Manpower

2 Training

3 Marketing

4 Operational activities

5 Claims & Service

6 Technology

7 MIS

8 Any other Support ( please Specify)

Place:



Name…………………….


49

Form 14

Hospital Network (For Standalone Health Insurance only) as on 31.03.2020



Name of the State No of Hospitals on Panel No of Hospitals

providing cashless

facilities

50

Place:



Name…………………….


51

Form 15

Third party Administrator (for Standalone Health Insurance only)



Do you have a in house TPA or are the services out sources?

Sl

No

Name

of the

TPA

No of Hospitals at

the beginning of the

year(01.04.2019)

No of

Hospitals

added to the

network

during the year

(2019-20)

No of

Hospitals

withdrawn or

removed till

31.3.2020

Total number of

Hospital in the

network as

on31.3.2020

Declaration:

All the information furnished by us here above is correct to the best of knowledge

and belief.

We have no objection if enquires are made about the work listed by us in the

accompanying sheets / annexure.

We agree that the decision of M/s IDBI Bank in selection process will be final and

binding on us.

52

We confirm that we have not been barred / blacklisted / disqualified by any

Regulators / Statutory body in India.

We understand that if any false information is detected at a later date, the

assignment shall be cancelled at the discretion of M/s IDBI Bank.

Place:



Name…………………….


53

Schedule 1

Form of Board Resolution

CERTIFIED TRUE COPY OF THE MEETING OF THE BOARD OF

DIRECTORS OF [BIDDER] HELD ON [] AT [].

“RESOLVED THAT” * + and* + ,Directors / Officers of [Bidder] , whose specimen

signature appear below , be and are hereby jointly and severally authorized to so all such

acts, deeds and things as are necessary or required in connection with or incidental to

submission of our Bid and finalization of our tie –up with the IDBI Bank ,in response to

the “Request For Proposal for Corporate Agency Arrangement‖dated February 19,

2021 issued by the Bank, on behalf of the Company, including but not limited to signing

and submitting all applicants, Bids and other documents and writings, participating in

Bidders‟ and other conferences and providing information /responses to the Bank,

representing the Company in all matters before the Bank and generally dealing with the

Bank in all matters in connection with or relating to or arising out of our Bid and the Bid

process and is authorized to negotiate and conclude the tie up.

Specimen Signature

---------------------------------

Name:

Designation:

Specimen Signature

---------------------------------

Name:

Designation:

Certified true copy for and on behalf of [Bidder].

Signature of the Authorized Person with date

Name of the Authorized Person

Company rubber stamp /seal.

54

ANNEXURE- 2

INFORMATION SECURITY CERTIFICATE

(This certificate is to be rendered on Letterhead of the Bidder)

This is to certify that–

1. Hardware and the software/future upgrades being offered do not contain any kind of

malicious code such as Viruses, Trojan, and Spyware that would:-

(a) Obstruct the desired and the designed function of hardware.

(b) Cause physical damage to the user or their equipment during the usage of the

equipment.

(c) Tap the information regarding network, users and information stored on the network

of the Bank or in its CBS Platform or otherwise.

(d) Culminate into software attack, theft of intellectual property rights, identity theft, theft

of equipment or information, sabotage & information extortion;

2. We undertake to be liable in case of any loss that may be caused to the Purchaser due

to the breach of any of the aforesaid assurances & representations and also for any

physical damage, loss of information, loss of reputation and those relating to copyright

and Intellectual Property Rights (IPRs), caused due to activation of any such malicious

code in the hardware / software supplied.

3. We shall make sure that the sensitive data (such as password, financial information,

biometric information, personal information, customer data, images for data entry shared

by the Bank etc.) shared by the Bank will be kept within the geographical boundaries of

India. These information/ data/ images will never travel to any network or system outside

geographical boundaries of India.

Place:



Name…………………….


55

ANNEXURE 3

NON-DISCLOSURE AGREEMENT

(To be submitted on Rs.100/- stamp paper by the Successful Bidder)

This Non-Disclosure Agreement entered into between IDBI Bank Limited, a company within the

meaning of Section 2(20) of the Companies Act, 2013 (18 of 2013) and a banking company

within the meaning of Section 5 (c) of the Banking Regulation Act, 1949 (10 of 1949), with

Corporate Identity No. L65190MH2004GOI148838 and having its registered office at IDBI

Tower, WTC Complex, Cuffe Parade, Mumbai 400005 (hereinafter called “the Corporate Agent

/ the Bank” which expression shall unless it be repugnant to the subject, context or meaning

thereof be deemed to mean and include its successors and assigns) of the ONE PART

AND

……………. (Name of Bidder ) of …………………… (Please specify the registered office of the

bidder) (Hereinafter called “the Company ” which expression shall unless it be repugnant to the

subject, context or meaning thereof shall be deemed to mean and include its successors and

permitted assignees) of the OTHER PART;

The Bidder and the Corporate Agent are hereinafter collectively referred to as “Parties” and

individually as a “Party”.

WHEREAS

A. The Company is registered under the provisions of the Companies Act ------ and as an

Insurance Company under the Insurance Act 1938 and the Insurance Regulatory Development

Authority of India (IRDAI) has granted it license to carry on General Insurance Business in India

/ Health Insurance Business in India.

B. The Corporate Agent is duly licensed by IRDAI vide License No CA __________ and is

authorized to act as a Corporate Agent under the Applicable Laws including the IRDAI

Corporate Agents Regulations to act as a Corporate Agent.

56

C. The Corporate Agent has agreed to act as the Corporate Agent of the Company and

provide Corporate Agency Services to the Company in the manner agreed herein; and

D. Accordingly, the Company and the Corporate Agent have entered Corporate Agency

Agreement dated ___________ to develop a profitable General Insurance Business / Health

Insurance Business of the Company upon the terms and subject to the conditions set out in this

Agreement.

E. WHEREAS, the Parties are aware and confirms that the information, data, drawings and

designs and other documents of each Party made available, come into contact to the Other Party

during the period of Corporate Agency Agreement and thereafter regarding the services as

furnished and all the Confidential Information is privileged and strictly confidential and/or

proprietary of respective Party,

NOW THEREFORE, in consideration of the foregoing, the Party agrees to all of the following

conditions, to grant specific access to property/information and other data to other Party.

It is hereby agreed as under:

a) The Parties agree that they shall hold in trust any Confidential Information received by either

party, under Corporate Agency Agreement, and the strictest of confidence shall be maintained in

respect of such Confidential Information. The parties also agree and undertake to:

(i) maintain and use the Confidential Information only for the purposes of Corporate Agency

Agreement and only as permitted herein;

(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;

57

(iii) restrict access and disclosure of 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; and

(iv) treat Confidential Information as confidential for a period of three (3) years from the date of

receipt. In the event of earlier termination of this Contract, the Parties hereby agree to maintain

the confidentiality of the Confidential Information for a further period of [two (2)] years from the

date of such termination.

b) Confidential Information in oral form must be identified as confidential at the time of

disclosure and confirmed as such in writing within 30 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 this Contract;

(iii) is the public domain;

(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 prior written consent of the other party.

The recipient shall have the burden of proving hereinabove are applicable to the information in

the possession of the recipient.

c) Notwithstanding the foregoing, the Parties acknowledge that the nature of the services to be

performed under Corporate Agency Agreement may require the Company‟s personnel to be

present on premises of Corporate Agent may require to have access to computer networks and

databases of Corporate Agent while on or off premises of Corporate Agent. It is understood that

it would be impractical for Corporate Agent to monitor all information made available to the

Company‟s personnel under such circumstances and to provide notice to the Company of the

confidentiality of all such information. Therefore, the Company agrees and undertakes that any

technical or business or other information of Corporate Agent that the Company‟s personnel, or

58

agents acquire while on Corporate Agent premises, or through access to Corporate Agent

computer systems or databases while on or off Corporate Agent premises, shall be deemed

Confidential Information.

d) Confidential Information shall at all times remain the sole and exclusive property of the

disclosing party. Upon termination of this Contract, 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 or affect rights of Bank in respect of the Confidential

Information.

e) 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 Contract 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.

The provisions herein above shall survive termination of the Contract.

Authorised Signatory

Name:

Designation:

Office Seal:

Place :

Date :

Accepted –

Bank

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ANNEXURE 4

DATED THIS ______ DAY OF __________2021

_________________________

AND

IDBI BANK LIMITED

CORPORATE AGENCY AGREEMENT

CORPORATE AGENCY AGREEMENT

This CORPORATE AGENCY AGREEMENT (“Agreement”) made at Mumbai on this [

] day of [____________], 2021

BETWEEN

---------------------------------------------, a company incorporated and registered under the

Companies Act, ------------------------------------------, having its registered office at "----------------

-------------------- (hereinafter referred to as the “Company” which expression shall, unless it be

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repugnant to the context and meaning thereof, be deemed to mean and include its successors and

assigns) of the ONE PART,

AND

IDBI Bank Limited, a company within the meaning of Section 2(20) of the Companies Act, 2013

(18 of 2013) and a banking company within the meaning of Section 5 (c) of the Banking

Regulation Act, 1949 (10 of 1949), with Corporate Identity No. L65190MH2004GOI148838 and

having its registered office at IDBI Tower, WTC Complex, Cuffe Parade, Mumbai 400005

(hereinafter called “Corporate Agent / IDBI Bank /the Bank which expression shall unless it be

repugnant to the subject, context or meaning thereof be deemed to mean and include its

successors and assigns) of the OTHER PART;

The Company and the Corporate Agent are hereinafter collectively referred to as “Parties” and


WHEREAS

A. The Company is registered under the provisions of the Companies Act ------ and is an


Authority of India(IRDAI) has granted it license to carry on General Insurance Business in India


B. The Corporate Agent is duly licensed by IRDAI vide License No CA 0135 and is authorized

to act as a Corporate Agent under the Applicable Laws including the IRDAI Corporate Agents

Regulations to act as a Corporate Agent.

C. The Corporate Agent has agreed to act as the Corporate Agent of the Company and provide

Corporate Agency Services to the Company in the manner agreed herein; and

D. Accordingly, the Company and the Corporate Agent have agreed to enter into this Agreement

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to develop a profitable General Insurance Business / Health Insurance Business of the Company

upon the terms and subject to the conditions set out in this Agreement.

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY MUTUALLY

AGREED, DECLARED, CONFIRMED AND RECORDED BY AND BETWEEN THE

PARTIES HERETO AS FOLLOWS:

1. DEFINITIONS AND/ INTERPRETATIONS

1.1. Definitions

1.1.1. The following words and terms, whenever used in this Agreement, unless repugnant to

the meaning or context thereof, shall have the respective meanings set forth below:

(a) “Authority “ means the Insurance Regulatory and Development Authority of

India established under the provisions of Section 3 of the Insurance Regulatory and Development

Authority Act , 1999(41 of 1999)

(b) “Commission” means the commission rates as agreed between the Company and

the Corporate Agent from time to time on a product by product basis taking into account market

terms and conditions, and Applicable Law on an arms‟ length basis and which shall be payable

to the Corporate Agent for sales of the Product(s) by the Corporate Agent;

(c) “Corporate Agent means a corporate agent who holds a valid certificate of

registration to act as such, issued by the Authority for solicitation and procurement of Insurance

Business and as specified in clause 2(f) of the IRDAI (Registration of Corporate Agents)

Regulations 2015, and for the purpose of this Agreement, Corporate Agent shall mean IDBI

Bank.

(d) “Corporate Agency Services” shall include (i) marketing, distribution and

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selling of the General Insurance Products / Health Insurance Product through the Distribution

Network; (ii) soliciting or procuring general insurance / health insurance product business

relating to the continuance, renewal or revival of policies of insurance; and (iii) all such other

corporate agency services permitted to be rendered by Corporate Agent under the License, the

Insurance Act, IRDAI (Registration of Corporate Agents ) Regulations 2015 and any other

Applicable Laws.;

(e) ―Principal Officer” of a Corporate Agent means a director, any other officer or

employee so designated by it and approved by IRDAI, exclusively appointed to supervise the

activities of Corporate Agent and who possess the requisite qualifications and practical training

and has passed examination as required under these Regulations

(f) ―Effective Date‖ shall be the date of appointment of the Corporate Agent as

mentioned in Clause 2 of this Agreement;

(g) ―Employees‖ means the Specified Person(s) and other persons in the employment

of the Corporate Agent authorized to sell and market General Insurance Products/Health

Insurance Products permitted under Applicable Laws;

(h) ―Insurance Act‖ shall mean the Insurance Act, 1938 and the Insurance Rules,

1939 made there under;

(i) ―Insurance Advertisement” shall mean and include any communication directly

or indirectly related to a policy and intended to result in the eventual sale or solicitation of policy

from the customers of Corporate Agent, and shall include all forms of printed and published

materials or any other material defined in the Insurance Regulatory and Development Authority

(Insurance Advertisements and Disclosure) Regulations, 2000 and the Master Circular of 2015

on Insurance Advertisement issued by IRDAI and such other amendments as may be made from

time to time;

(j) ―IRDAI‖ shall mean Insurance Regulatory and Development Authority of India

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established under the provisions of Section 3 of the Insurance Regulatory and Development

Authority Act , 1999(41 of 1999) and includes its any successor organization or Governmental

Authority;

(k) ―IRDAI Act‖ shall mean the Insurance Regulatory and Development Authority

Act, 1999 , as now enacted or as the same may from time to time be amended, re-enacted or

replaced and rules and regulations made thereunder;

(l) ―IRDAI Corporate Agents Regulations‖ shall mean Insurance Regulatory and

Development Authority (Registration of Corporate Agents) Regulations 2015 , as now enacted or

as the same may from time to time be amended, re-enacted or replaced;

(m) ―License‖ shall mean the certificates of license granted to the Corporate Agent to

act as a composite corporate agent under the IRDAI Corporate Agent Regulations;

(n) “Products” or “General Insurance Products” / ― Health Insurance Products‖

shall mean the products created, developed and/or offered by the Company;

(o) “Regulations” means Insurance Regulatory and Development Authority of

India(Registration of Corporate Agent) Regulations, 2015

(p) ―Specified Person (SP)‖ shall mean one or more of the officers or employees so

designated by the Corporate Agent, who has undergone the practical training, examination

certification and who is responsible for procuring and soliciting General/Health Insurance

Business and selling General/Health Insurance Products for and behalf of the Corporate Agent;

1.2. Interpretations

In construing the Agreement:

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1.2.1. time is the essence in the performance of the Parties‟ respective obligations. If any time

period specified herein is extended in writing by the Parties, such extended time shall also be of

the essence;

1.2.2. unless the context otherwise requires, words importing the singular shall include the

plural and vice versa and words denoting any gender shall include all genders;

1.2.3. section headings are for reference only and shall not affect the construction or

interpretation of this Agreement;

1.2.4. references to Recitals, Sections and Schedules are references to Recitals, Sections and

Schedules of and to this Agreement, unless specified otherwise;

1.2.5. wherever the context so demands the references to a Party to this Agreement includes

references to its successors or permitted assigns (immediate or otherwise) of that Party and

reference to agreements shall include reference to all the amendments thereto by whatever

manner;

1.2.6. unless otherwise specified, time periods within or following which any payment is to be

made or act is to be done shall be calculated by excluding the day on which the period

commences and including the day on which the period ends and by extending the period to the

following Business Day if the last day of such period is not a Business Day;

1.2.7. unless otherwise specified, whenever any payment is to be made or action is to be taken

under this Agreement on a day other than a Business Day such payment shall be made or action

shall be taken on the next Business Day;

1.2.8. reference to any Applicable Law includes a reference to such Applicable Law as

amended or re-enacted from time to time, and any rule or regulation promulgated thereunder;

65

and

1.2.9. the terms “herein”, “hereof”, “hereto”, “hereunder” and words of similar purport refer to

this Agreement as a whole.

2. APPOINTMENT

The Company appoints the Corporate Agent with effect from -------------------- as its corporate agent

and the Corporate Agent accepts such appointment as the corporate agent for providing the

Corporate Agency Services to the Company pan India during the term of this Agreement. The

appointment is valid unless terminated earlier in accordance with the provisions as stated in this

Agreement. Further the continuance of this Agreement shall be based on the IRDAI Regulations as

amended from time to time and renewal of registration/license granted to the parties by IRDAI.

3. SCOPE

3.1. Pursuant to Section 2 above, the Corporate Agent and its Employees shall provide the

Corporate Agency Services to the Company and perform all the functions mandated under the

License.

3.2. The Corporate Agent hereby agrees and confirms to use its best endeavors to sell the

Products through its Distribution Network and meet the targets as agreed and specified in the

operative business plan and its successor plans.

3.3. The Parties recognize that the development of the General Insurance Business / Health

Insurance Business requires close integration of their activities to ensure optimal benefits. In

view thereof and upto the extent permitted by Applicable Law, the Parties shall use their best

efforts to closely co-ordinate for development of the General Insurance Business/ Health

Insurance Business including to the extent feasible and commercially viable integration of IT

operations, joint General Insurance Business/ Health Insurance Business planning, product

development, marketing campaigns, training of staff and other activities as may be mutually

agreed between the Parties.

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3.4. The Company shall use its best endeavors to develop appropriate and attractive Products,

to support the sale of Products by the Corporate Agent through training and point of sales

support and to provide a good standard of service to the customers. Notwithstanding anything

contained herein, the Company reserves the right to modify, add or discontinue any Product at

any time.

3.5. The Corporate Agent agrees and acknowledges that subject to Applicable Law, the

Corporate Agent shall have the duty to service all its policy holders during the entire term of the

insurance contract and the term of this Agreement, including providing necessary assistance in

payment of premium, providing necessary assistance and guidance in the event of a claim and

providing all other service and guidance on issues which arise during the course of an insurance

contract

3.6. The Corporate Agent shall unless it has already obtained a fresh certificate of registration

under the IRDAI Corporate Agents Regulations ) as amended from time to time and shall

maintain such certificate of registration during the term of this Agreement.”

4. DISTRIBUTION NETWORK

4.1. The Corporate Agent shall make available the existing branches and all other distribution

channels used by the Corporate Agent and from time to time also make available any additional

branches and other distribution channels of the Corporate Agent created and/or used by the

Corporate Agent after the Effective Date of this Agreement (“Distribution Network”) for the

distribution of the Products and in relation to any other Corporate Agency Services contemplated

herein. Upon requests made by the Company from time to time, the Corporate Agent agrees that

it shall update details of the Distribution Network and furnish the updated details of the

Distribution Network to the Company within Sixty (60) days from the receipt of the request

made hereof.

4.2. For avoidance of doubt, in the event of any restructuring, whereby any of the associate

banks and/or any of the subsidiaries of the Corporate Agent merges into the Corporate Agent, the

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Distribution Network shall include the merging entities‟ distribution network (“Consolidated

Distribution Network”) and such Consolidated Distribution Network shall automatically be

made available by the Corporate Agent for the distribution of the Products on the same terms as

recorded in this Agreement.

5. PREMIUM COLLECTION

5.1. The Corporate Agent agrees to take necessary steps, including providing necessary

assistance to policy holders, to collect applicable and appropriate amounts of premiums, for each

of the General Insurance Product / Health Insurance Business sold by it (“Premium”) in

accordance with Applicable Law and shall immediately, but in no event later than 24 four hours,

remit such Premium with the Company in accordance with Applicable Law.

5.2. In the event the Premium is remitted to the Company by the Corporate Agent by way of

payment other than cash, the Company‟s official receipt shall not be valid until such remittance

is honored on presentation for payment.

5.3. The Corporate Agent shall not be liable for short collections on account of any

error/mistake on the part of the Company to notify the correct amount of Premiums to be

collected.

6. CLAIMS

6.1. Notwithstanding anything contained in this Agreement and subject to Applicable Law, all

claims arising out of or in relation to the Products shall be made by the Customer/policy holder

to the Company, and the Company retains the right to assess the validity of the claims and deal

and dispose the claims in the manner it deems fit.

6.2. The Corporate Agent however shall provide all reasonable assistance that may be

required by the Company or any surveyor or agent appointed by the Company in relation to

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assessment of the claims arising out of or in relation to the Products and reasonably facilitate the

expeditious disposal/settlement of claims including by providing necessary assistance and

guidance to policy holders.

7. CHARGES

7.1. Subject to Applicable Law, the Company shall pay the Corporate Agent Commission

based on the approved sales concluded and the Premium collected by the Corporate Agent on

behalf of the Company.

7.2. The Company shall release the Commission payable to the Corporate Agent within 15

days post receipt of concluded sales and premium or on any other date as may be mutually

agreed to between the Parties subject to the provisions of the Insurance Act and rules framed

there under by the Authority.

7.3. In all cases where a policy has been sold to its customers and is renewed subsequently,

Commission shall accrue to and be paid to the Corporate Agent as per time frame stated above.

7.4. Upon the cancellation or modification of any Product, any Commission paid to the

Corporate Agent in excess of the Commission payable upon such cancellation/modification shall

be adjusted against any future payments to be made by the Company to the Corporate Agent and

in case no future payments are due , the Corporate Agent will refund back the excess

commission so paid herein above to the Company.

7.5. The Corporate Agent shall not allow or offer, either directly or indirectly as an

inducement to any person to take out or renew or continue an insurance policy in respect of any

kind of risks relating to lives or property in India any rebate of the whole or part of the

Commission paid or any rebate shown on the policy, nor shall the Corporate Agent while taking

out or renewing or continuing the policy except such rebate as may be allowed in accordance

with Applicable Law, provisions of IRDAI and the prospectus or tables of the Company.

69

7.6. The payment of remuneration to and receipt of remuneration by the Corporate Agent

shall be subject to the provisions of the IRDAI Corporate Agent Regulations and any other

regulations notified in this behalf by the IRDAI from time to time.

8. TRAINING

8.1. The Company shall provide the Product familiarization training to the Employees of the

Corporate Agent. The Company shall bear all expenses related to such Product familiarization

training including the cost of trainers imparting such Product familiarization training but not

including the costs and expenses incurred by the Employees to attend and participate in such

training. The Company shall provide necessary assistance in enrolling Corporate Agent‟s

employees for training as Specified Person for selling General Insurance Products /Health

Insurance Business. Notwithstanding anything stated above, the Company shall not be

responsible for any costs and/or related expenses associated with the training of Employees for

obtaining and maintaining the relevant licenses, Approvals and certifications as may be required

from time to time under Applicable Law including under the IRDAI Corporate Agent

Regulations. The Company shall render assistance in organising and conducting mandatory

trainings for the employees of the Corporate Agent for obtaining IRDAI certification as may be

mutually agreed between the Parties at the relevant time.

8.2. The Company shall, if it deems necessary, provide necessary technical expertise and

necessary information to the Employees in relation to the Products to enable the Employees to

render the Corporate Agency Services on behalf of the Corporate Agent in accordance with the

terms hereof.

9. CORPORATE AGENT’S REPRESENTATIONS AND WARRANTIES

9.1. The Corporate Agent has full capacity, license issued by IRDAI, power and authority to

enter into this Agreement and during the continuance of this Agreement, will continue to have

full capacity, power and authority to carry out and perform all its duties and obligations as

contemplated herein.

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9.2. This Agreement constitutes a legal, valid and binding obligation of the Corporate Agent,

enforceable against such Corporate Agent in accordance with its terms, except as such

enforceability may be limited by applicable bankruptcy, insolvency, re-organization, moratorium

or similar laws affecting creditors' rights generally.

9.3. The Corporate Agent has already obtained and will continue to obtain and keep in valid

condition all necessary Governmental and other Approvals/consents/licenses including the

License required to be obtained from IRDAI for carrying out the activities under this Agreement

and comply with all Applicable Law. If at any time during the term of this Agreement the

License of the Corporate Agent is terminated/cancelled/suspended by any statutory/Government

body/IRDAI, the Corporate Agent shall immediately inform the Company of the same and shall

upon such cancellation/termination/suspension shall cease to solicit new Insurance business of

the Company, but continue to service the existing policies for a period of six months or the

expiry of the existing contract whichever is earlier.

9.4. The Corporate Agent shall at all times during the term of this Agreement, ensure that the

Specified Person/Employees engaged in soliciting, procuring and distributing the Products are

qualified and trained insurance professionals as specified by IRDAI and act within the scope of

such licenses, approvals and permissions and any applicable legislation and in consonance with

the corporate image and objectives of the Company.

9.5. The Corporate Agent has the necessary skills, knowledge, experience, expertise, required

capital net worth, adequate and competent Employees, systems, equipment and procedures and

capability to duly perform its obligations in accordance with the terms of this Agreement.

9.6. The execution, delivery and performance of this Agreement by the Corporate Agent and

the consummation of the transactions contemplated hereby including distribution of General

Insurance Products / Health Insurance Products by the Corporate Agent does not and will not

(i) violate any provision of the organisational or governance documents of the Corporate Agent,

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and(ii) require the Corporate Agent to obtain any consent, approval or action of, or make any

filing with or give any notice to, any Governmental Authority in the Territory or any other

Person pursuant to any instrument, contract or other agreement to which the Corporate Agent is a

party or by which the Corporate Agent is bound.

9.7. The Corporate Agent has not violated prior to the entering of this Agreement any of the

terms or conditions enumerated in any Applicable Law, which may result in disciplinary or

other proceedings that may affect these presents, and neither have any such proceedings

commenced or indicated or threatened by the IRDAI or the RBI or any other competent

Governmental Authority against the Corporate Agent and that the Corporate Agent is not

debarred/suspended from carrying on its normal activities of a corporate agent and in particular,

the activities hereby undertaken.

10. CORPORATE AGENT’S OBLIGATIONS

10.1. Staffing of the Corporate Agent

The Corporate Agent shall:

10.1.1. as per its administrative feasibility, arrange for the Employees involved in the marketing,

promotion and sale of the General Insurance Products/ Health Insurance Products in the Territory

to attend training programmes organised by the Company;

10.1.2. ensure the engagement of its senior management with the Company in formulation of

retail marketing plans;

10.1.3. deploy adequate Employees as it deems appropriate to achieve the mutually agreed sales

targets of the Products as determined by the Steering Committee (as defined in Section 13.1);

10.1.4. allow its Employees access to all information on its customers as may be required by the

Employees to discharge their obligations in relation to the Corporate Agency Services of the

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branch/office where the employee is working; and

10.1.5. ensure that no staff or representatives of the Corporate Agent is deemed to be engaged or

employed by the Company or on behalf of the Company. Any cost and or expenses and or

liabilities and or obligations incurred by Employees or representative engaged by the Corporate

Agent shall be the sole responsibility of the Corporate Agent unless otherwise provided herein.

10.2. Advertising, promotional, marketing and selling of the General Insurance Products/

Health Insurance Products.

10.2.1. The Corporate Agent shall not use any advertising, promotional or selling materials in

relation to any of the General Insurance Products / Health Insurance Products of the Company,

except those provided or approved by the Company, and shall not make or give any promises,

warranties, guarantees or representations concerning the General Insurance Products / Health

Insurance Products other than those contained in such materials as approved by the Company.

10.2.2. The Corporate Agent shall market the Products to its customers.

10.2.3. The Corporate Agent shall and to the extent feasible and permissible under Applicable

Law and feasibility, at the request of the Company, provide infrastructure facilities including

work space to the Company at such places and on such commercial terms which may be

mutually agreed upon by the Parties to enable the Company to set up counters to centralize the

issuance of policies and the processing of claims through counters opened in such space

depending upon the volume / classes of business.

10.2.4. The Corporate Agent shall identify and designate in consultation with the Company, such

branches and distribution channels of the Corporate Agent through which General Insurance

Business could be promoted, in a phased manner, to the customers.

10.3. Compliance

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10.3.1. The Corporate Agent shall comply with the provisions of Insurance Act, 1938, Insurance

Regulatory and Development Authority of India (Registration of Corporate Agents) Regulations

2015, IRDA Act 1999, IT Act 2000, TRAI Act, The Telecom Unsolicited Commercial

Communications(Amendment) Regulations, 2008 and other guidelines,/instructions issued by

IRDAI with respect to Corporate Agents from time to time.

10.3.2. The Corporate Agent shall, when faced with any non-compliant staff, take necessary

actions to secure compliance, including when appropriate, terminating its general insurance

business relationship with such staff and immediately reporting the matter to the Company.

10.3.3. If the Company is impleaded as an opposite party in any civil or criminal proceedings or

if the Company is required to initiate such action/proceedings relating to matters arising from the

arrangement contemplated herein and not attributable to any acts or omissions on the part of the

Corporate Agent, the Corporate Agent shall provide all reasonable support to the Company as

may be reasonably requested by the Company at the cost of the Company.

10.3.4. The Corporate Agent shall facilitate the authority in conducting inspection, auditing of its

records and performance of its activities as per provisions mentioned in the Regulations

10.3.5. The Corporate Agent who intends to engage the services of a telemarketer or engage in

distance marketing activities for the purpose of distribution of insurance products shall follow

the instructions as laid down in the Regulations.

10.3.6. . The corporate Agent at all times maintain a Professional indemnity Insurance covering

its employees, principal officer , specified persons as provided under the Regulations

10.4. Dissemination of Information

The Corporate Agent shall promptly:

10.4.1. furnish to the Company a detailed report on all policies, receipts or notes sold on behalf

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of the Company and in possession of the Corporate Agent for delivery or collection by policy

holders on policies as required by the Company from time to time;

10.4.2. to the extent permissible and subject to Applicable Law provide access to the Company

upon requested by it the books of accounts and other records pertaining to the General Insurance

Business/ Health Insurance Business canvassed by the Corporate Agent;

10.4.3. refer to the Company any enquiries regarding any Product(s) from current or prospective

customers;

10.4.4. provide feedback to the Company on market conditions and on any matters or

circumstances which may prejudice sales of any one or more of the Product(s);

10.4.5. inform the Company of any information relating to any infringement or possible or

suspected infringement of the intellectual and industrial property rights of the Company;

10.4.6. assist the Company in maintaining information as may be required under Insurance

Regulatory Development Authority (Protection of Policyholders‟ Interests) Regulations 2002;

10.4.7. to the extent permissible and subject to Applicable Law disclose to the Company every

fact and circumstances within their knowledge which may be relevant to the acceptance of the

risk by the Company in respect of the Business procured and/or solicited by the Corporate Agent

on behalf of the Company and shall accurately relate to the Company every such fact disclosed

to the Corporate Agent and its representatives and such other information or facts which may

have come to the knowledge of the Corporate Agent or its representatives directly or indirectly;

10.4.8. in the event of finding any adverse change on the standing, integrity or reputation of the

policyholder, as far as practicable, immediately inform the Company; and

10.4.9. promptly pass on the customer queries/ complaints to the Company.

10.5. Customers of the General Insurance Business / Health Insurance Business

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10.5.1. The Corporate Agent shall submit applications for General Insurance Products / Health

Insurance Products solicited by them to the Company for its approval. The Corporate Agent

upon receipt of any new application of insurance, notices of alterations and/or cancellation of

policies shall immediately forward the same to the Company; and

10.5.2. The Corporate Agent shall provide timely assistance and support to the Company in

resolving customer complaints.

10.5.3. The Corporate Agent shall not do any act which shall be detrimental to the interest of the

policyholders/insured.

10.6 Code of Conduct

The Corporate Agent shall abide with the Code of Conduct prescribed under IRDAI Corporate

Agent Regulations and as amended from time to time

10.6.1 The Corporate Agent will be responsible for all acts of omission and commission

of its Principal Officer, employees and its Specified Person including the violations of Code of

Conduct prescribed under the IRDAI Corporate Agency Regulations.

10.6.2 The Corporate Agent will ensure that the Specified Persons are properly trained,

skilled and knowledgeable in the insurance products they market

10.6.3 The Corporate Agent will ensure that its Principal Officer, employees and the

Specified Person do not make any misrepresentation of the policy benefits.

10.6.4 The Corporate Agent will not force any prospect to buy an insurance product and

will give pre-sales, post sales advice, help to the insured in respect to the product.

10.6.5 The Corporate Agent shall maintain records in prescribed format and put in place requisite

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systems which allow regular access to such records by IRDAI and as specified by IRDAI from

time to time to time.

10.6.6 In the event the Corporate Agent engages a telemarketer or engages in distance

marketing activities for the purpose of distribution of products, it shall do so in compliance with

relevant provisions of the IRDAI Corporate Agent Regulations

10.6.7 The Corporate Agent shall abide and shall ensure that its Principal Officer and

Specified Person abide by the Code of Conduct specified in Schedule III of IRDAI (Registration

of Corporate Agents) Regulations, 2015 as amended from time to time.

10.6.8 The Corporate Agent shall facilitate IRDAI to inspect its handling of complaints

received from clients or any other person, on any matter having a bearing on the activities of the

Corporate Agent.

10.6.9 The Corporate Agent will facilitate IRDAI in ensuring that the provisions of the

Act and Regulations are being complied by it along with investigating into its activities and

conduct.

10.6.10 The Corporate Agent shall facilitate IRDAI in examining the veracity of the

complaint received by it and to inspect the affairs of the Corporate Agent in the interest of the

policyholder/insured.

10.6.11 The Corporate Agent against whom an inspection has been ordered under the

Regulations and any other associate person who is possession of relevant information pertaining

to the conduct and affairs of such Corporate Agent, shall produce to the inspecting authority

such books of account and documents in its custody and provide the same to IRDAI for the

purpose of inspection. Further the Corporate Agent shall provide all such assistance as required

by IRDAI in connection with such inspection.

10.6.12 IRDAI shall for the purpose of inspection shall have the power to examine on

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oath and record statement of the Principal officer, any employee, directors, partners or persons

responsible for or connected with the activities of Corporate Agent and shall have the power to

obtain authenticated copies of documents, books of accounts in respect to the activities of the

Corporate Agent from person having control of such documents.

10.6.13 The Corporate Agent, based on the inspection report submitted to IRDAI, may be

directed by IRDAI, if it deems fit in the interest of policyholder, to refund monies collected as

fees, charges or commission or otherwise to the concerned client along with interest, to refund

money/commission paid by the Company for which it is not eligible, prohibit the Corporate

Agent from operating in the insurance market for a specified period and/or any other action as

IRDAI may deem fit.

10.7 Compliance of Anti Money Laundering/Counter Financing of Terrorism (AML/CFT).

10.7.1 The Corporate Agent will also ensure the compliance of AML/CFT Guidelines as

laid down under the provisions of Preventions of Money Laundering Act 2002 and as per IRDA

Master Circular 2010.

10.7.2 The Corporate Agent acknowledges its following duties and responsibilities to

the policy holders under the IRDAI Corporate Agent Regulations:

10.7.3 The Corporate Agent shall take adequate steps for redressal of grievances of

its clients within 14 days of receipt of such complaints and keep the IRDAI informed of

such complaints as required under Applicable Law; and

10.7.4 While soliciting and procuring insurance business and where insurance is sold

as an ancillary product along with a principal business product, the Corporate Agent or its

shareholder or its associates shall not compel the buyer of the principal business product

to necessarily buy the insurance product through it.

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11. COMPANY’S OBLIGATIONS

11.1. The Company shall endeavor on best efforts basis to launch Products suitable for Indian

markets and shall co-operate with the Corporate Agent to achieve mutually agreed sales targets

as determined by the Steering Committee.

11.2. Subject to Applicable Law relating to confidentiality and the internal policies of the

Company, the Company shall generally supply to the Corporate Agent relevant information which

may come into the Company‟s possession, which may assist the Corporate Agent to effect sales of

the General Insurance Product(s).

11.3. The Company shall provide necessary proposal forms and other publicity and

promotional materials such as brochures and pamphlets and such other material in accordance

with its marketing strategy specified in the Business Plan (i) to assist the Corporate Agent and its

Employees to be adequately equipped to carry on the activities as contemplated herein and (ii) to

acquaint the prospective clients with the Products displayed at the branches of the Corporate

Agent.

11.4. The Company shall endeavor on a best efforts basis to, punctually issue the policies, issue

renewal notices and resolve claims. The Company shall promptly notify the Corporate Agent

within … days of changes with respect to any cancellation / endorsement pertaining to the

Product policies intended to be sold to the customer/policy holders by the Corporate Agent under

this Agreement.

11.5. The Company shall provide prompt and efficient customer service and timely resolution

of customer queries/ complaints.

11.6. If the Corporate Agent is impleaded as an opposite party in any civil or criminal

proceedings or if the Corporate Agent is required to initiate such actions/proceedings relating to

matters arising from the arrangement contemplated herein and not attributable to any acts or

omissions on the part of the Company, the Company shall provide all reasonable support to the

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Corporate Agent as may be reasonably requested by the Corporate Agent at the cost of the

Corporate Agent.

11.7. The Company shall not publish or circulate or caused to be circulated or published any

advertisement, pamphlet or other printed material concerning the business of the Corporate

Agent unless the Company has obtained the prior written approval of the Corporate Agent.

11.8 The Company shall provide reports to the Corporate Agent periodically with regard to the

performance of Corporate Agent with details along with relevant market data as may be mutually

agreed upon, to enable the Corporate Agent to develop/review strategies for distribution.

12. MUTUAL COVENANTS AND UNDERTAKINGS

12.1. In addition to their respective obligations and covenants as set out in this Agreement, the

Parties hereby mutually covenant and undertake with one another that they will adhere to the terms

of this Agreement in respect of their respective obligations in relation to the Corporate Agency

Services contemplated herein.

12.2. Subject to all rules and relevant regulations and legal obligations governing the Parties, each

Party agrees to take reasonable steps to keep the other Party hereto informed about activities, such

as proposed contracts or transactions, which may conflict with the restrictions imposed under this

Agreement.

12.3. The Parties agree and confirm that upon the Corporate Agent soliciting a customer in

relation to Products, any information provided by such customer in writing in respect of the

proposed purchase and/or purchase of the Product or otherwise in relation to the Product shall

become a part of the customer database owned by the Company and the Company shall be entitled,

subject to the Applicable Law, to use such customer database in any manner it deems fit.

12.4. Except as otherwise agreed by the Parties, each Party agrees that it will not, during the

duration of this Agreement and during the six (6) months after termination of this Agreement, either

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for its own account or in conjunction with or on behalf of any Person, induce any of the employees

of the other Party to terminate or leave their employment with the concerned Party or employ any of

the other Party‟s employees. It is clarified that this provision shall not apply to transfer back of any

employees / officials, seconded by the Corporate Agent to the Company, to the Corporate Agent.

13. Steering Committee

13.1. The Parties shall constitute a committee namely “Steering Committee involving top

management executives” (SC) to discuss matters relating to the provision of Corporate Agency

Services including distribution of the Products of the Company.

13.2. The Parties agree that the meetings of the SC shall take place at least once in every quarter,

unless otherwise agreed between the Parties in writing.

13.3. The SC shall be the forum for discussing and reviewing the distribution of the Products,

formulating a common view of the Parties on issues relating to such Distribution, development of

new products suitable for distribution by the Corporate Agent and addressing any outstanding

customer grievances including those pertaining to claims. Without prejudice to the generality of the

foregoing, the SC shall be responsible for the following:

13.3.1. formulating high level strategies in relation to marketing of the Products;

13.3.2. to propose updated strategies in light of changing circumstances in the financial services

sector;

13.3.3. to assist in resolving any serious performance issues/breaches vis-à-vis the Agreement;

13.3.4. to review and endorse joint compliance meeting minutes; and

13.3.5. act as a medium to communicate industry specific issues.

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13.4. The SC will have the power to establish working groups to address specific issues.

14. UNDERWRITING POLICIES, COMMISSIONS AND INCENTIVES

14.1. The Parties agree that underwriting policies and decisions relating to the General

Insurance Products / Health Insurance Products is the responsibility of the Company.

Specifically, the Company is responsible for (but without limiting the generality of the

foregoing):

14.1.1. underwriting policy and risk acceptance;

14.1.2. the terms and conditions governing each General Insurance Product / Health Insurance

Products sold by the Corporate Agent; and

14.1.3. product pricing which is to take full account of the Commissions and incentives benefits

and other assistance, if any, given to the Corporate Agent all of which shall be subject to any

limits imposed under Applicable Law in relation thereto.

15. MARKETING AND ADVERTISEMENT

15.1. The Corporate Agent shall not publish or cause to be published in any print and or

electronic media any Insurance Advertisement concerning the Company or its General Insurance

Products / Health Insurance Products without the prior written approval of the Company and

further such matter to be published or caused to be published in any print or electronic media,

shall be approved in writing by the Company. The Corporate Agent shall not distribute any

circular or writing concerning the Company or its General Insurance Products without the prior

written approval of the Company. Any such matter to be published or caused to be published in

any type of media whatsoever or any such circular or writing concerning the Company shall

comply with the IRDAI (Insurance Advertisements & Disclosures) Regulations, 2000.

15.2. The Parties agree that the Company shall, subject to existing law and regulations, jointly

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formulate any proposal for joint marketing, promotional and advertising campaign and shall

further agree on the allocation of responsibilities and costs thereof which shall be on a fair and

reasonable basis.

15.3. The Company shall undertake at its own cost and expense such marketing and advertising

activity as it deems appropriate in accordance with its Business Plan and the Corporate Agent

agrees not to make or give any promises, warranties, guarantees or representations concerning

the General / Health Insurance Products other than those contained in such materials as approved

by the Company.

15.4. The Intellectual Property rights to all materials created or developed pursuant to this

Agreement by the Company shall vest with the Company and the Company shall have the

absolute right to exploit the same without reference or consultation or consent or agreement of

the Corporate Agent.

16. CORPORATE AGENT AS TRUSTEE

All monies, properties or securities received by the Corporate Agent for and behalf of the

Company shall be held by it in a fiduciary capacity as a fiduciary trustee on trust and on behalf

of the Company. The Corporate Agent shall not use, appropriate and/or in any manner

whatsoever dispose off such monies, properties or securities received by it on behalf of and

belonging to the Company but shall immediately and promptly report to the Company of the fact

of the receipt and handover to the Company all such monies, properties or securities in its

possession.

17. MATERIAL BREACH

17.1. If either Party commits a Material Breach under this Agreement (“Breaching Party”),

then the other Party (“Non-breaching Party”) shall serve upon the Breaching Party a written

notice (“Breach Notice”) to remedy the Material Breach within thirty (15 Business Days from

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the date of the Breach Notice (“Cure Period”).

For the purpose of Section 17 above, “Material Breach” shall mean a breach by either Party of

any material obligations or covenants required to be performed by such Party under the terms of

this Agreement or a breach of a representation made by such Party under this Agreement.

17.2. In the event the Material Breach is not remedied or cannot be remedied within the Cure

Period then such Material Breach shall be deemed to be an “Un-remediable Material Breach”

and any such Un-Remediable Material Breach committed by either Party shall be governed by

Section 18.

18. TERM AND TERMINATION

The term of the tie-up/empanelment of the Company shall be for a period of 3 years from the

Effective Date with annual review and the Corporate Agent shall reserve the sole right to grant

any extension to the term above mentioned and shall notify in writing to the Company at least

three (03) months before the expiry of the Term hereof, whether it will grant the company any

extension. The decision to grant or refuse the extension shall be at the discretion of the Corporate

Agent.

18.1. This Agreement may be terminated, upon the occurrence of any of the following events:

18.1.1. The Company‟s Certificate of Registration is terminated or revoked or has expired (in

each case without a new licence on substantially similar or better terms being issued to the

Company) except as a result of any merger, reconstruction, amalgamation or reorganization

approved by IRDAI;

18.1.2. The Company has ceased operations of its Business except as a result of any merger,

reconstruction, amalgamation or reorganization approved by IRDAI;

18.1.3. If either Party is wound up or an order for winding up has been made against it or a

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resolution for winding up has been passed or a receiver has been appointed over all or

substantially all its assets except as a result of any merger, reconstruction, amalgamation or

reorganization approved by IRDAI;

18.1.4. If either Party has a receiver appointed over its assets or undertaking or any part of them

and such receiver‟s appointment is not reversed, vacated or stayed within sixty (60) days of

appointment;

18.1.5. If either Party ceases to be in a position to pay its debts or suspends the payment of its

debts generally or immediately ceases or threatens to cease to carry on its business or become

insolvent or is unable to pay its debts as and when they become due and payable; or

18.1.6. A trustee, voluntary administrator, liquidator or provisional liquidator appointed for all or

any part of any Party‟s assets or undertaking and such appointment is not (other than in case of a

voluntary appointment of the abovementioned Persons by the concerned Party) dismissed,

reversed, vacated or stayed within sixty (60) days of such appointment.

18.1.7 If either party commits a Material Breach as defined under section 17 above or commits a

violation against the provisions of IRDAI regulations or any other law as applicable from time to

time.

18.1.8 If the license of the Corporate Agent is terminated/cancelled by IRDAI for any reason or

the IRDAI has issued written directions to such Party to terminate the Agreement.

18.1.9 The Parties agree and acknowledge that the termination of this Agreement shall be

subject to provisions of Applicable Law, including the following:

18.1.9.1 In case the Company or the Corporate Agent wishes to terminate this Agreement, it may

do so after informing the IRDA and the other Party of the reasons for the termination;

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18.1.9.2 In the event of termination of this Agreement by the Company, the Company shall take

the responsibility of servicing the policies procured by Corporate Agent and in all such cases, the

Company shall inform the policy holder concerned of the changes made in servicing

arrangements.”

18.2 Effects of Termination

18.2.1 In the event of termination of this Agreement by the Corporate Agent, the Corporate

Agent shall ensure that the policies solicited and placed by it with the Company are serviced till

the expiry of the policies or for a period of six months from the date of termination of this

Agreement, whichever is earlier, within which time suitable arrangement shall be made by the

parties in this regard.

18.2.2 In the event of termination of this Agreement by the Company, the Company shall take

the responsibility of servicing the policies procured by the Corporate Agent and in all such cases,

the Company shall inform the policy holder concerned of the changes made in servicing

arrangements

18.2.3 On termination of this Agreement either Party shall have liberty to advertise, issue a

public notice for the information of the public, of such termination by such means as it may

deem fit.

18.2.4 Each of the Parties hereto shall soon after the date of termination prepare an account setting

out in detail the number of each of the General / Health Insurance Products sold and the total

Commissions and any other sums due to the Corporate Agent. The Company shall make payments

to the Corporate Agent towards the Corporate Agency Services actually rendered prior to the

termination if the same has not been already paid or settled in accordance with this Agreement.

18.2.5 On termination, all Premiums paid as on the date of termination for the General / Health

Insurance Products sold up to the date of termination shall be remitted by the Corporate Agent to the

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Company in accordance with the provisions hereof.

18.2.6 The Corporate Agent shall cease to use in any way whatsoever the intellectual property

rights of the Company and do all such acts and things and execute all such documents as the

Company may require, at the Company‟s own cost and expense, to notify the relevant

Governmental Authorities and any other persons or bodies of the aforementioned cessation of use.

18.2.7 In relation to Sections 18.2.4 and 18.2.5 it is expressly agreed that for settlement of the

accounts, the Parties hereto agree to submit to each other the documents reasonably required or

statutorily required within seven (7) days from the date of the termination. Within fifteen (15)

days of receipt of the said documents, Parties will prepare settlement of accounts and after the

full and final settlement of accounts the amounts, if any due and payable by the Company to the

Corporate Agent or vice-versa shall be paid within three (3) working days from the date of such

settlement of accounts. Any differences are to be reconciled by the Parties hereto amicably in

accordance with the provisions hereof.

18.2.8 Termination of this Agreement shall not release either Party from its obligations arising

under this Agreement prior to such termination.

18.2.9 For the avoidance of doubt, the remedies available to the Parties under this Section 18 are

in addition to any other remedy available to them under this Agreement or Applicable Law,

whether in contract or in tort.

19 INDEMNIFICATION

19.1 Subject to compliance by a Party (the “Aggrieved Party”) with its obligations under this

Agreement, the other Party (“Defaulting Party”) shall indemnify the Aggrieved Party against any

liability, claim, damages, actions or proceedings (including, without prejudice to the generality of

the foregoing, all costs and expenses which the Aggrieved Party may reasonably incur in defending

any proceedings) which the Aggrieved Party may incur or suffer by reason of any breach of the

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terms, provisions, sections, clauses, conditions and stipulations of this Agreement by the Defaulting

Party, or the actions, neglect or default of the Defaulting Party, or any of its employees or agents in

the performance of the Defaulting Party‟s obligations under this Agreement; or the proven

infringement of the intellectual property rights, confidential information and trade secrets of any

Third Party by the Defaulting Party; or due to any unauthorized, misleading, false or inaccurate

information, literature or material representation relating to the Products which is made / issued /

given to policyholder/customer by either Party.

19.2 Notwithstanding the provisions of Section 19.1 herein the Defaulting Party shall not be

liable for any indirect, special, collateral, loss of profits, loss of goodwill, or other consequential loss

or damage suffered or incurred by the Aggrieved Party.

19.3 The Defaulting Party‟s liability to the Aggrieved Party under Section 19.1 and for breach of

any one or more of the terms and conditions of this Agreement shall be determined by an arbitrator

appointed pursuant to the provisions of Section 23.3.

19.4 The responsibility or obligation to indemnify set forth in the aforesaid sections shall survive

the termination of this Agreement for a period of twelve (12) months, for any reason with regard to

an indemnity claims arising in relation to the performance hereon.

20 RELATIONSHIP BETWEEN THE PARTIES

20.1 Nothing in this Agreement shall imply, constitute or deem to constitute or create an

employee-employer relationship, a partnership or a joint venture between the Company and the

Corporate Agent.

20.2 The parties have entered into this Agreement on a Principal to Principal basis. and the

Corporate Agent only will be liable for the acts or omissions/commission on the part of its

employees, Principal officer or the Specified Persons and no liability will be fastened on the

Company on this account .

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21 RETURN OF DOCUMENTS

21.1 The Corporate Agent shall unconditionally upon a demand made by the Company return

to the Company all documents in possession of the Corporate Agent directly or indirectly

pertaining to the Company including but not restricted to unpaid or uncollected policies and

premium debit notes or receipts in its possession belonging to or pertaining to the Company.

21.2 The Company shall unconditionally upon a demand made by the Corporate Agent return

to the Corporate Agent all documents owned or solely prepared by the Corporate Agent in

relation to the Corporate Agency Services, in possession of the Company.

22 CONFIDENTIALITY

22.1 General Obligation

22.1.1 Without the prior written consent of the other Party, each Party undertakes that it shall

not (i) disclose, communicate, share, make available or provide access to (“Disclose” and the

terms “Disclosed”, “Disclosing” and “Disclosure” shall have correlative meanings to the

foregoing) persons other than its and its Affiliates‟ and/or Associate Companies‟ respective

directors, officers, managers, partners, members, employees, agents, legal, financial and

professional advisors and bankers (collectively, “Representatives”) on a “need to know” basis, or

(ii) use for purposes other than to perform its obligations under this Agreement, any Confidential

Information of the other Party or its Affiliates or its Associate Companies Disclosed in

connection with performance under this Agreement and the transactions contemplated hereby.

Each Party shall ensure that (x) its Representatives do not Disclose any such Confidential

Information to any Person other than authorised Representatives and shall be liable to the other

Party for any breach of the foregoing and (y) all of its Representatives who are not employees or

are not bound by obligations of confidentiality enter into a written confidentiality agreement

before any such Confidential Information is Disclosed to them. The term “Confidential

Information” means any information concerning a Party (or any of such Party‟s Affiliates and/or

Associate Companies) including the organization, business, marketing, strategies, business

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development, advertising and promotions, actuarial calculations, cost and profit data, technology,

trade secrets, know-how, financings, inventions, discoveries, methods of doing business,

software, research data, analytical models, current and potential customer lists, vendor lists,

algorithms, data, finance, transactions or affairs of any such Persons (whether conveyed in

writing, electronically, orally, visually, or in any other form or medium and whether such

information is Disclosed to the other Party before, on or after the date hereof).

22.2 Exceptions

The provisions of Section 22.1.1 shall not apply to:

22.2.1 information that is or becomes generally available to the public other than as a result of

Disclosure by or at the direction of a Party or any of its Representatives in violation of this

Agreement;

22.2.2 information that a Party acquires from another legitimate source or develops

independently, without reliance on any Confidential Information; or

22.2.3 Disclosure to the extent required (i) under the rules of any stock exchange or by

Applicable Law, applicable to any Party or subpoena, document request or legal process; or (ii)

for a Party to enforce its rights in this Agreement; provided, that the Party receiving such

information shall notify the Party Disclosing such information as soon as practicable of any such

requirement, Disclose no more information than is so required and cooperate, at the expense of

the Party Disclosing such information, with all attempts by the Party Disclosing such information

to obtain a protective order or similar treatment.

23 NOTICE

23.1 Each notice, demand or other communication given or made under this Agreement shall

be in writing and delivered or sent to the relevant Party at its address or fax number set out below

(or such other address or fax number as the addressee has by five (5) Business Days prior written

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notice specified to the other Parties). Any notice, demand or other communication given or made

by letter between countries shall be delivered by courier. Any notice, demand or other

communication so addressed to the relevant Party shall be deemed to have been delivered (a) if

delivered in person or by courier, when proof of delivery is obtained by the delivering Party; (b)

if sent by post within the same country, on the tenth day following posting and if sent by post to

another country, on the twentieth day following posting; (c) if given or made by fax, upon

dispatch and the receipt of a transmission report confirming dispatch above.

23.2 The initial address and facsimile for the Parties for the purposes of the Agreement are:

Corporate Agent

_________________

The Company

23.3 Each of the Parties hereto shall give notice to the other of any change of address or

telephone, facsimile, telex or similar contact details as soon as practicable and in any event

within forty eight (48) hours of such change.

24 GOVERNING LAW AND DISPUTE RESOLUTION

24.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of India and

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shall, be subject to the exclusive jurisdiction of the Courts of Mumbai, India.

24.2 Amicable Settlement

24.2.1 Any and all disputes between the Parties arising out of or in connection with this

Agreement or its performance (including the validity of this Agreement) (a “Dispute”) shall, so

far as is possible, be settled amicably between the Parties.

24.2.2 If a Dispute arises, either Party (the “Disputant”) may serve a written notice on the other

Party (“Respondent”) commencing a formal consultation period of thirty (30) Business Days

within which the Dispute should be resolved (the “Consultation Period”). During the

Consultation Period, the authorised representatives of the Disputant and the Respondent shall be

obligated to promptly meet with each other and attempt to reach a resolution of the Dispute.

24.3 Arbitration

24.3.1 If after the Consultation Period, the Disputant and Respondent have failed to reach an

amicable settlement under Section 24.2, the Dispute shall, at the request of either the Disputant

or the Respondents, be settled by an arbitral panel consisting of three (3) arbitrators

(“Arbitration Board”), of which the Disputant and the Respondent shall each appoint one (1)

arbitrator and the two (2) arbitrators so appointed shall then jointly appoint a third arbitrator, who

shall act as the presiding arbitrator.

24.3.2 The arbitration shall be conducted in accordance with the (Indian) Arbitration and

Conciliation Act, 1996.

24.3.3 The seat and the place of the arbitration shall be Mumbai. The arbitration proceedings

shall be conducted in the English language.

24.3.4 The arbitrators shall decide any dispute submitted by the Parties to the arbitration strictly

in accordance with the terms of this Agreement and the substantive laws of India and shall not

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apply any other substantive law. Within twenty (20) days following the conclusion of the

arbitration hearing, the arbitrators shall prepare and deliver to the Parties written findings of fact

and conclusions of law, in each case, prepared in English.

24.3.5 The arbitral award made and granted by the Arbitration Board shall be final, binding and

incontestable and may be used as a basis for judgment thereon in India or elsewhere subject to

Applicable Law.

24.3.6 All costs of arbitration shall be borne equally by both Parties. The cost of arbitration, and

specifically the fees and expenses of the arbitrators, shall be shared equally by the Parties unless

the award otherwise provides.

24.3.7 Subject to Applicable Law, none of the Parties shall be entitled to commence or maintain

any action in a court of law upon any matter in dispute arising from or in relation to this

Agreement except for the enforcement of an arbitral award granted pursuant to this Section 24 or

for injunction or other interlocutory reliefs.

24.3.8 During the period of submission of arbitration and thereafter until the granting of the

award, the Parties shall, except in the event of termination, continue to perform all their

obligations under this Agreement without prejudice to a final adjustment in accordance with such

award.

24.3.9 Neither of the Parties may disclose the existence, content, or results of any arbitration

hereunder without the prior written consent of each of the others.

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25 MISCELLANEOUS

25.1 Amendment

The Parties acknowledge that as per the IRDAI Corporate Agent Regulations, any change in

arrangements between the Corporate Agent and the Company shall be done with the prior

approval of the IRDAI and upon the parties making suitable arrangements for servicing existing

policy holders.

25.2 Waiver

No waiver of any provision of this Agreement shall be effective unless set forth in a

written instrument signed by the Party waiving such provision. No failure or delay by a Party in

exercising any right, power or remedy under this Agreement shall operate as a waiver thereof,

nor shall any single or partial exercise of the same preclude any further exercise thereof or the

exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by a

Party of any breach by any other Party of any provision hereof shall be deemed to be a waiver of

any subsequent breach of that or any other provision hereof.

25.3 Entire Agreement

This Agreement together constitutes the whole arrangement between the Parties relating

to the subject matter hereof and supersedes any prior agreements or understandings relating to

such subject matter.

25.4 Severability

Each and every obligation under this Agreement shall be treated as a separate obligation

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and shall be severally enforceable as such and in the event of any obligation or obligations being

or becoming unenforceable in whole or in part. To the extent that any provision or provisions of

this Agreement are unenforceable, they shall be deemed to be deleted from this Agreement, and

any such deletion shall not affect the enforceability of the remainder of this Agreement not so

deleted, provided the fundamental terms of the Agreement are not altered.

25.5 Consent to Specific Performance

The Parties declare that it is impossible to measure in money the damages that would be

suffered by a Party by reason of the failure by the other Party to perform any of the obligations

hereunder. Therefore, if any Party shall institute any action or proceeding to seek specific

performance or enforcement of the provisions hereof, the Party against whom such action or

proceeding is brought hereby waives any claim or defence in the matter on the ground that the

other Party has an adequate remedy under Applicable Law.

25.6 Assignment

Except as otherwise provided herein, none of the Parties hereto shall assign any of their rights,

title, benefits and interests hereunder both present and future and whether contingent or absolute

without the prior written consent of the other Party hereto.

25.7 Survival of Provisions

The provisions of Section(s) 19 (Indemnification), 22 (Confidentiality), 23 (Notices), 24

(Governing Law and Dispute Resolution) and this Section 25.7 (Survival of Provisions) shall

survive the termination of this Agreement.

25.8 Covenants Reasonable

The Parties agree that, having regard to all the circumstances, the covenants contained

herein are reasonable and necessary for the protection of the Parties. If any such covenant is held

to be void as going beyond what is reasonable in all the circumstances, but would be valid if

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amended as to scope or duration or both, the covenant will apply with such minimum

modifications regarding its scope and duration as may be necessary to make it valid and

effective.

25.9 Counterparts

This Agreement may be executed simultaneously in any number of counterparts, each of which

will be deemed an original, but all of which will constitute one and the same instrument.

25.10 Costs

The Parties agree that all costs and expenses incurred by each Party in connection with the

preparation, negotiation, finalization and execution of this Agreement including without

limitation, costs and expenses associated with retention of financial, legal, tax and other

professional advisers, shall be borne by such Party.

25.11. Force Majeure

If the performance by either Party to this Agreement or of any obligation hereunder is prevented

or restricted by reason of force majeure such as:

(a) war, terrorist attacks, revolution, strike, epidemic/pandemic, civil commotion or acts of

public enemies; or

(b) change in any Applicable Law; or

(c) any other acts whatsoever beyond the reasonable control of and not arising out of the

fault of the Party affected and against which an experienced party could not be reasonably

expected to take precautions;

then the Party so affected shall, upon giving prior written notice to the other within

thirty (30) days from occurrence of such event, be excused from such performance to the extent

that such cause prevents or restricts it to perform its obligations hereunder provided that it shall

use its best efforts to avoid or remove such cause of non-performance and shall continue

performance hereunder with the utmost despatch whenever such causes are removed. The

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affected Party will explain the reasons that prevent or restrict its performance, provide sufficient

proof of the occurrence and where possible, (i) provide the expected duration of such event of

force majeure and (ii) explain the steps it has taken for avoiding or removing such cause. Upon

such prevention or restriction as aforesaid arising, the Parties shall meet forthwith to discuss

what modifications (if any) may be required to the terms of this Agreement in order to arrive at

an equitable solution.

IN WITNESS WHEREOF, the Parties have hereunto set their hands on the day and year first

hereinabove written.

For --------------------------- For __________________________

Authorized Signatory Authorized Signatory

Witness: Witness

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ANNEXURE -5

PRE BID INTEGRITY PACT

General

This pre-bid pre-contract Agreement (hereinafter called the Integrity Pact) is made on

____________ day of the month of ___________ 2020, between:

IDBI Bank Ltd., a company within the meaning of Section 2(20) of the Companies Act, 2013

(18 of 2013) and a banking company within the meaning of Section 5 (c) of the Banking

Regulation Act, 1949 (10 of 1949), with Corporate Identity No. L65190MH2004GOI148838 and

having its registered office at IDBI Tower, WTC Complex, Cuffe Parade, Mumbai 400005

through its _______________ Department/ Office at ___________, _________, (hereinafter

called the " PRINCIPAL '', which expression shall mean and include, unless the context

otherwise requires, its successors) of the First Part:

AND

---------------------------------------------, a company incorporated and registered under the

Companies Act, ------------------------------------------, having its registered office at "----------------

-------------------- (hereinafter referred to as the “BIDDER ” which expression shall, unless it be

repugnant to the context and meaning thereof, be deemed to mean and include its successors and

assigns) of the ONE PART,

The PRINCIPAL and the BIDDER are hereinafter collectively referred to as “Parties” and


A The BIDDER is registered under the provisions of the Companies Act ------ and as an


Authority of India (IRDAI) has granted it license to carry on General Insurance Business in India


B The PRINCIPAL is duly licensed by IRDAI vide License No CA __________ and is

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authorized to act as a corporate agent under the Applicable Laws including the IRDAI Corporate

Agents Regulations to act as a corporate agent of the BIDDER.

C The PRINCIPAL proposes to be appointed as Corporate Agent of BIDDER to do /sell the

products of General Insurance / Health Insurance of the BIDDER by acting as the Corporate

Agent of the BIDDER as per the Applicable laws and commission to be given to the

PRINCIPAL.

D Accordingly, the PRINCIPAL and the BIDDER have agreed to enter into this Agreement

to develop a profitable General Insurance Business / Health Insurance Business of the BIDDER

upon the terms and subject to the conditions set out in this Agreement.

NOW, THEREFORE,

To avoid all forms of corruption by following a system that is fair, transparent and free from any

influence/ prejudiced dealings prior to, during and subsequent to the currency of the contract to

be· entered into with a view to:

Enabling the Parties to obtain the desired service / product at a competitive price in

conformity with the defined specifications by avoiding the high cost and the distortionary impact

of corruption on public procurement; and

Enabling Parties to abstain from bribing or indulging in any corrupt practice in order to

secure the contract by providing assurance to them that their competitors will also abstain from

bribing and other corrupt practices and the Parties will commit to prevent corruption, in any

form, by its officials by following transparent procedures.

The parties hereto hereby agree to enter into this Integrity Pact and agree as follows:

1. Commitments of the PRINCIPAL

1.1 ) The PRINCIPAL undertakes that no official of the PRINCIPAL, connected directly or

indirectly with the contract for empanelment of BIDDER, will demand, take a promise for or

accept directly or through intermediaries, any bribe, consideration, gift, reward, favour or any

material or immaterial benefit or any other advantage from the BIDDER, either for themselves or

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for any person, organisation or third party (which is not available legally) related to the contract

in exchange for an advantage in the bidding process, bid evaluation, contracting or

implementation process related to the contract.

1.2 ) The PRINCIPAL will, during the pre-contract stage, treat all BIDDERs alike, and will

provide to all BIDDERs the same information and will not provide any such information to any

particular BIDDER which could afford an advantage to that particular BIDDER in comparison to

other BIDDERs.

1.3 ) All the officials of the PRINCIPAL will report to the appropriate authority any

attempted or completed breaches of the above commitments as well as any substantial suspicion

of such a breach.

2. In case any such preceding misconduct on the part of such official(s) is reported by the

BIDDER to the PRINCIPAL with full and verifiable facts and the same is prima facie found to

be correct by the PRINCIPAL, necessary disciplinary proceedings, or any other action as

deemed fit, including criminal proceedings may be initiated by the PRINCIPAL and such a

person shall be debarred from further dealings related to the contract process. In such a case

while an enquiry is being conducted by the PRINCIPAL the proceedings under the contract

would not be stalled.

3. Commitments of the BIDDERs

The BIDDER commits itself to take all measures necessary to prevent corrupt practices,

unfair means and illegal activities during any stage of its bid or during any pre-contract or post-

contract stage in order to secure the contract or in furtherance to secure it and in particular

commit itself to the following:

3.1 ) The BIDDER will not offer, directly or through intermediaries, any bribe, gift,

consideration, reward, favour, any material or immaterial benefit or other advantage commission,

fees brokerage or inducement to any official of the PRINCIPAL, connected directly or indirectly

with the bidding process, or to any person, organisation or third party related to the contract in

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exchange for any advantage in the bidding, evaluation, contracting and implementation of the

contract.

3.2 ) The BIDDER further undertakes that it has not given, offered or promised to give,

directly or indirectly any bribe, gift, consideration, reward, favour, any material or immaterial

benefit or other advantage, commission, fees, brokerage or inducement (not available legally) to

any official of the PRINCIPAL or otherwise in procuring the empanelment contract or

forbearing to do or having done any act in relation to the obtaining or execution of the contract or

any other contract with PRINCIPAL for showing or forbearing to show favour or disfavor to

any person in relation to the contract or any other contract with PRINCIPAL.

3.3 ) The BIDDER confirms and declares that they have not made any payments to any

agents/ brokers or any other intermediary, in connection with this bid/ contract.

3.4 ) The BIDDER further confirms and declares to the PRINCIPAL that the BIDDER is the

original vendor or service provider in respect of product/ service covered in the bid documents

and the BIDDER has not engaged with any individual or firm or company whether Indian or

foreign to intercede, facilitate or in any way to recommend to the PRINCIPAL or any of its

functionaries, whether officially or unofficially to empanel the BIDDER, nor has any amount

been paid, promised or intended to be paid to any such individual, firm or company in respect of

any such intercession, facilitation or recommendation.

3.5 ) The BIDDER, at the earliest available opportunity, i.e. either while presenting the bid or

during pre-contract negotiations and in any case before opening the financial bid and before

signing the contract, shall disclose any payments he has made, is committed to or intends to

make to officials of the PRINCIPAL or their family members, agents, brokers or any other

intermediaries in connection with the contract and the details of the services agreed upon for

such payments.

3.6 ) The BIDDER will not enter into any undisclosed agreement or collude with other

parties interested in the contract/ other BIDDERs to impair the transparency, fairness and

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progress of the bidding process, bid evaluation, contracting and implementation of the contract

or with respect to prices, specifications, certifications, subsidiary contracts etc.

3.7 ) The BIDDER will not accept any advantage in exchange for any corrupt practice; unfair

means and illegal activities.

3.8 ) The BIDDER shall not use improperly, for purpose of competition or personal gain or

pass on to others, any information provided by the PRINCIPAL as a part of the business

relationship, regarding plans, technical proposals and business details including information

contained in any electronic data carrier. The BIDDER also undertakes to exercise due and

adequate care lest any such information is divulged.

3.9 ) The BIDDER commits to refrain from giving any complaint directly or through any

other manner without supporting it with full and verifiable facts.

3.10 ) The BIDDER shall not instigate or cause to instigate any third person to commit any of

the actions mentioned above.

3.11 ) If the BIDDER or any employee of the BIDDER or any person acting on behalf of the

BIDDER, either directly or indirectly, is a relative of any of the officers of the PRINCIPAL, or

alternatively, if any relative of an officer of the PRINCIPAL has financial interest/ stake in the

BIDDER's firm, the same shall be disclosed by the BIDDER at the time of filing of tender.

3.12 The BIDDER shall not lend to or borrow any money from or enter into any monetary

dealings or transactions, directly or indirectly, with any employee of the PRINCIPAL.

3.13 ) The BIDDER/ Contractor shall not directly or through any other person or firm use

coercive practices against IDBI Bank and/ or other BIDDERs/ Contractor(s).

3.14 ) BIDDERs are not to pass any information provided by the PRINCIPAL as a part of

business relationship to others and not commit any offence under PC/ IPC Act.

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3.15 ) Foreign BIDDERs if any, to disclose name and address of agents and representatives in

India and Indian Bidders to disclose their foreign principal or associates.

3.16 ) BIDDERs to disclose any transgressions with any other company that may impinge on

anti- corruption principle.

4. Previous Transgressions

4.1 ) The BIDDER declares that no previous transgression occurred in the last three years

immediately before signing of this Integrity Pact, with any other company in any country in

respect of any corrupt practices envisaged hereunder or with any Public Sector Enterprise /

Public Sector Banks in India or any Government Department in India or RBI that could justify

BIDDER‟s exclusion from the tender process.

4.2 ) The BIDDER agrees that if it makes incorrect statement on this subject, BIDDER can

be disqualified from the tender process or the contract, if already awarded, can be terminated for

such reason.

5. Sanctions for Violations

5.1 ) Any breach of the aforesaid provisions by the BIDDER or anyone employed by it or

acting on its behalf (whether with or without the knowledge of the BIDDER) shall entitle the

PRINCIPAL to take all or any one of the following actions, wherever required:

5.1.1 To immediately call off the pre contract negotiations without assigning any reason

and without giving any compensation to the BIDDER. However, the proceedings with the other

BIDDER(s) would continue, unless the PRINCIPAL desires to drop the entire process.

5.1.2 To immediately cancel the contract, if already signed, without giving any

compensation to the BIDDER.

5.1.3 To cancel all or any other Contracts with the BIDDER. The BIDDER shall be

liable to pay compensation for any loss or damage to the PRINCIPAL resulting from such

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cancellation/ rescission and the PRINCIPAL shall be entitled to deduct the amount so payable

from the money(s) due to the BIDDER.

5.1.4 To debar the BIDDER from participating in future bidding processes of the

PRINCIPAL or any of its subsidiaries for a minimum period of five years, which may be further

extended at the discretion of the PRINCIPAL.

5.1.5 To recover all sums paid, in violation of this Pact, by BIDDER(s) to any

middleman or agent or broker with a view to securing the contract.

5.1.6 Intimate to the CVC, IBA, RBI, as the PRINCIPAL deemed fit the details of such

events for appropriate action by such authorities.

5.2 ) The PRINCIPAL will be entitled to take all or any of the actions mentioned at para

6.1.1 to 6.1.6 of this Pact also on the Commission by the BIDDER or any one employed by it or

acting on its behalf (whether with or without the knowledge of the BIDDER), of an offense as

defined in Chapter IX of Indian Penal Code, 1860 or Prevention of Corruption Act, 1988 or any

other statute enacted for prevention of corruption.

5.3 ) The decision of the PRINCIPAL to the effect that a breach of the provisions of this

Pact has been committed by the BIDDER shall be final and conclusive on the BIDDER.

However, the BIDDER can approach the Independent External Monitor(s) appointed for the

purposes of this Pact.

6. Fall Clause

6.1 ) The BIDDER undertakes that it has not supplied/ is not supplying similar product/

systems or subsystems at a price lower than that offered in the present bid in respect of any other

Ministry/ Department of the Government of India or PSU or any other Bank and if it is found at

any stage that similar product/ systems or sub systems was supplied by the BIDDER to any other

Ministry/ Department of the Government of India or a PSU or a Bank at a lower price, then that

very price, with due allowance for elapsed time, will be applicable to the present case and the

difference in the cost would be refunded by the BIDDER to the PRINCIPAL, if the contract

has already been concluded.

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7. Independent External Monitors

7.1 ) The PRINCIPAL has appointed Independent External Monitors (hereinafter referred to

as Monitors or IEMs) for this Pact in consultation with the Central Vigilance Commission,

whose details are given below:

No. Name of IEM Contact Number Contact mail

1

7.2 ) The task of the Monitors shall be to review independently and objectively, whether and

to what extent the parties comply with the obligations under this Pact.

7.3 ) The Monitors shall not be subject to instructions by the representatives of the parties

and perform their functions neutrally and independently.

7.4 ) Both the parties accept that the Monitors have the right to access all the documents

relating to the project/ procurement, including minutes of meetings.

7.5 ) As soon as the Monitor notices, or has reason to believe, a violation of this Pact, he will

so inform the Authority designated by the PRINCIPAL.

7.6 ) The BIDDER(s) accepts that the Monitor has the right to access without restriction to

all Project documentation of the PRINCIPAL including that provided by the BIDDER. The

BIDDER will also grant the Monitor, upon his request and demonstration of a valid interest,

unrestricted and unconditional access to his project documentation. The same is applicable to

Sub-contractors. The Monitor shall be under contractual obligation to treat the information and

documents of the BIDDER/ Sub-contractor(s) with confidentiality.

7.7 ) The PRINCIPAL will provide to the Monitor sufficient information about all meetings

among the parties related to the Project provided such meetings could have an impact on the

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contractual relations between the parties. The parties will offer to the Monitor the option to

participate in such meetings.

7.8 ) The Monitor will submit a written report to the designated authority of PRINCIPAL/

Secretary in the Department/ within 8 to 10 weeks from the date of reference or intimation to

him by the PRINCIPAL/ BIDDER and, should the occasion arise, submit proposals for

correcting problematic situations.

8. Facilitation of Investigation

In case of any allegation of violation of any provisions of this Pact or payment of commission,

the PRINCIPAL or its agencies shall be entitled to examine all the documents including the

Books of Accounts of the BIDDER and the BIDDER shall provide necessary information and

documents in English and shall extend all possible help for the purpose of such examination.

9. Law and Place of Jurisdiction

This Pact is subject to Indian Law. The place of performance and jurisdiction is the seat of the

PRINCIPAL.

10. Other Legal Actions

The actions stipulated in this Integrity Pact are without prejudice to any other legal action that

may follow in accordance with the provisions of the extant law in force relating to any civil or

criminal proceedings.

11. Validity

11.1 ) The validity of this Integrity Pact shall be from date of its signing and extend upto 3

years or the complete execution of the contract to the satisfaction of the PRINCIPAL and the

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BIDDER/ Seller, including warranty period, whichever is later. In case BIDDER is unsuccessful,

this Integrity Pact shall expire after six months from the date of the signing of the contract, with

the successful bidder by the PRINCIPAL.

11.2 ) Should one or several provisions of this Pact tum out to be invalid; the remainder of this

Pact shall remain valid. In this case, the parties will strive to come to an agreement to their

original intentions.

12. The parties hereby sign this Integrity Pact at _______________ on___________.

IN WITNESS WHEREOF, the Parties have signed and executed this Integrity Pact at the

place and date first hereinabove mentioned in the presence of following witness:

Signature Signature

(For & on behalf of the PRINCIPAL) (For & on behalf of the BIDDER/ Contractor)

Office Seal Office Seal

Name Name

Designation Designation

Witness 1:

(Name & Address) __________________________

Witness 2:

(Name & Address) ____________________________

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[Provisions of the above clauses would need to be amended/ deleted in line with the

policy of the PRINCIPAL in regard to involvement of Indian agents of foreign

suppliers].

List of Branch of IDBI Bank to be attached.

request for proposal (rfp) for corporate agency

Documents