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RFP – Bulk Email Services

Bank of India of 114

REQUEST FOR PROPOSAL

BULK EMAIL SERVICES

Ref: BOI/2015-16/BES-DWH/RFP-1 Dated: 04.12.2015



REQUEST FOR PROPOSAL (RFP)

Document Control Sheet

Bid document may be downloaded from Bank’s website

Name of Company Bank of India

Date of Issue 04.12.2015

RFP/Bid Reference No BOI/2015-16/BES-DWH/RFP-1

Cost of the Bid Documents(Non-Refundable)

Rs.10,000/- (Rupees Ten thousand only)

Demand Draft, issued by a Scheduled

Commercial Bank in India, drawn in favor

of “Bank of India” payable at Mumbai

Last date for requesting any clarification 14.12.2015

Date of Pre - bid Meeting 21.12.2015 – 3.00 PM

Last Date and Time for Receipt of Bids 04.01.2016 – 3.00 PM

Date and Time of opening of Technical Bids 04.01.2016 – 3.00 PM

Date and time of opening of Financial Bids 11.01.2016 – 3.00 PM

Place of Indicative Pre-bid meeting and opening Bids

Bank of India, Star house-2, C5, G Block,

Head office, Datawarehouse Department, 7th

Floor, Bandra Kurla Complex, Bandra East,

Mumbai-400051.

Earnest Money deposit(EMD)

Rs.20,000/- (Rupees Twenty Thousand

only) Demand Draft, issued by a Scheduled

Commercial Bank in India, drawn in favor

of “Bank of India” payable at Mumbai

Contact Person

Shri Ganesh Murugan Krishnasamy

Chief Manager, Datawarehouse Dept.

Email:

[email protected]

Phone : 022 – 6131 9806

Mobile:70453 46988

Address for Communication and submission of bid.

Bank of India, Star house-2, C4, G Block,

Head office, Datawarehouse Department, 7th

Floor, Bandra Kurla Complex, Bandra East,

Mumbai-400051.



NOTE:

1. This tender document is the sole property of Bank of India and it is not transferable. 2. This bid document has 114 pages.

3. If a holiday is declared on the dates mentioned above, the bids shall be received /opened on the next

working day up to the appointed time/at the same time specified above.

Disclaimer

This Request for Proposal document (“RFP document” or “RFP”) has been prepared solely for the

purpose of enabling Bank of India (“Bank”) to select a vendor for Bulk Email Services.

The RFP document is not a recommendation, offer or invitation to enter into a contract, agreement

or any other arrangement in respect of the services. The provision of the services is subject to

observance of selection process and appropriate documentation being agreed between the Bank and

any successful bidder as identified by the Bank after completion of the selection process.

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

subsequently to Bidder(s) or applicants, whether verbally or in documentary form by or on behalf of

Bank of India, 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 does not claim to contain all the information each Bidder may require. Each Bidder may

conduct his/her own investigations and analysis and is free to check the accuracy, reliability and

completeness of the information in this RFP and where necessary obtain independent advice. Bank

of India 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 RFP document contains statements derived from information that is believed to be true and

reliable at the date obtained but does not purport to provide all of the information that may be

necessary or desirable to enable an intending contracting party to determine whether or not to enter

into a contract or arrangement with Bank in relation to the provision of services. Neither Bank nor

any of its directors, officers, employees, agents, representative, contractors, or advisers gives any

representation or warranty (whether oral or written), express or implied as to the accuracy, updating

or completeness of any writings, information or statement given or made in this RFP document.

Neither Bank nor any of its directors, officers, employees, agents, representative, contractors, or

advisers has carried out or will carry out an independent audit or verification or investigation or due

diligence exercise in relation to the contents of any part of the RFP document.



The information contained in the RFP document is selective and is subject to updating expansion,

revision and amendment. Bank of India reserves the right or discretion to change, modify, add to or

alters any or all of the provisions of this RFP document and / or the bidding process, without assigning

any reasons, whatsoever. Such change will be intimated to all Bidders. Any information contained in

this RFP document will be superseded by any later written information on the same subject made

available to all recipients by Bank of India.

Bank of India may in its absolute discretion, and without being under any obligation to do so, update,

amend or supplement the information in this RFP.

Bank of India reserves the right to reject any or all the expression of interest / proposals received in

response to this RFP document at any stage without assigning any reason whatsoever. The decision

of Bank of India shall be final, conclusive and binding on all the parties.



TABLE OF CONTENTS

SECTION 1: INTRODUCTION ......................................................................................................... 9

1.Terminologies and Abbreviations .................................................................................................. 10

SECTION 2: INVITATION FOR BIDS ........................................................................................... 11

1.Invitation for Bids ........................................................................................................................... 11

2.Due Diligence ................................................................................................................................. 11

3.Cost of Bidding ............................................................................................................................... 11

4.Cost of RFP/Bid Document ............................................................................................................ 11

5.Content of Bid/RFP Document....................................................................................................... 12

6.Clarification of Bidding Documents............................................................................................... 12

7.Amendment of Bid Document/RFP Document .............................................................................. 13

SECTION 3 : INSTRUCTIONS TO BIDDERS (ITB) ..................................................................... 14

Preparation of Bids ............................................................................................................................ 14

1.Language of Bid ............................................................................................................................. 14

2.Documents constituting the Bid ..................................................................................................... 14

3.Bid Prices ........................................................................................................................................ 17

4.Firm Prices ...................................................................................................................................... 18

5.Bid Currencies ................................................................................................................................ 18

6.Bid Security (EMD) ....................................................................................................................... 18

7.Period of Validity of Bids ............................................................................................................... 20

8.Format and Signing of Bid ............................................................................................................. 20

9.Revelation of Prices ........................................................................................................................ 21

10.Sealing and Marking of Bid.......................................................................................................... 21

11.Rejection of Bid ............................................................................................................................ 22

12.Deadline for Submission of Bids .................................................................................................. 22

13.Late Bids ....................................................................................................................................... 23

14.Modification and Withdrawal of Bids .......................................................................................... 23

15.Proof of Concept ........................................................................................................................... 24



Bid Opening and Evaluation of Bids ................................................................................................. 24

16.Opening of Technical Bids ........................................................................................................... 24

17.Opening of Financial Bids ............................................................................................................ 25

18.Clarification of Bids ..................................................................................................................... 25

19.Eligibility Criteria / Preliminary Examination ............................................................................. 25

20.Rectification of Errors/Omissions ................................................................................................ 28

21.Rejection / Acceptance of Bid ...................................................................................................... 28

22.Cancellation of Bid ....................................................................................................................... 28

23.Evaluation and comparison of Bids .............................................................................................. 29

24.Contacting Bank of India .............................................................................................................. 32

Award of Contract ............................................................................................................................. 33

25.Bank of India’s right to accept any Bid and to reject any Bid or all Bids .................................... 33

26.Notification of acceptance of Bid ................................................................................................. 33

27.Confidentiality of RFP.................................................................................................................. 36

28.Cost Borne by Respondents .......................................................................................................... 36

SECTION 4 : TERMS AND CONDITIONS OF THE CONTRACT .............................................. 37

1.Definitions ...................................................................................................................................... 37

2.Interpretation .................................................................................................................................. 39

3.Conditions Precedent ...................................................................................................................... 40

4.Standard of Performance ................................................................................................................ 41

5.Use of Contract Documents & Information ................................................................................... 41

6.Intellectual Property Rights and Patent Rights ............................................................................... 42

7.Indemnity ........................................................................................................................................ 43

8.Contract Amendments .................................................................................................................... 44

9.Delay in the Vendor’s / Bidder’s Performance .............................................................................. 45

10.Payment Terms ............................................................................................................................. 45

11.Taxes and Duties .......................................................................................................................... 46

12.Liquidated Damages ..................................................................................................................... 48



13.Resolution of Disputes.................................................................................................................. 48

14.NO CLAIM Certificate ................................................................................................................. 49

15.Survival ......................................................................................................................................... 50

16.No Agency .................................................................................................................................... 50

17.No Set-off, counter-claim and cross-claims ................................................................................. 50

18.Key Performance Measurements .................................................................................................. 50

19.Commencement and Progress ...................................................................................................... 53

20.Statutory Requirements ................................................................................................................ 53

21.Bank of India’s / Purchaser’s Right of Inspection and Periodic Audit ......................................... 53

22.Contract Prices .............................................................................................................................. 54

23.Information Security ..................................................................................................................... 55

24.Ownership and Retention of Documents ...................................................................................... 56

25.Data Ownership ............................................................................................................................ 56

26.Representations and Warranties ................................................................................................... 56

27. Confidentiality/Non-disclosure .................................................................................................. 61

28.Termination .................................................................................................................................. 64

29.Consequences of Termination ...................................................................................................... 66

30.Relationship between the Parties .................................................................................................. 68

31.No Assignment ............................................................................................................................. 68

32.Entire Contract .............................................................................................................................. 68

33.Governing Law ............................................................................................................................. 68

34.Jurisdiction of Courts.................................................................................................................... 69

35.Suspension of Payment to the Contractor ..................................................................................... 69

36.Time Limit for the Commencement of Work ............................................................................... 70

37.Period of Contract ......................................................................................................................... 70

38.Proof of Concept ........................................................................................................................... 70

39.Treatment of RFP Response Deviation ........................................................................................ 70

40.Contract Agreement ...................................................................................................................... 71

41.Violation of Terms........................................................................................................................ 71

42.Publicity ........................................................................................................................................ 71

43.Variation ....................................................................................................................................... 71



SECTION 5 : SCOPE OF WORK .................................................................................................... 72

1.Scope of the Service(s) .................................................................................................................. 72

SECTION 6: BIDDER INFORMATION ......................................................................................... 78

1.Company Details ............................................................................................................................ 78

2.Financial Details ............................................................................................................................. 79

3.Client List ....................................................................................................................................... 79

4.Reference sites and Site Visit ......................................................................................................... 79

SECTION 7: PRODUCT INFORMATION ...................................................................................... 81

ANNEXURE – 1 : CONTENTS AND FORMAT OF TECHNICAL BID ...................................... 83

FORM – 1 : Format of Cover Letter .................................................................................................. 86

FORM – 2 : Format of power-of-attorney for signing of Bid ........................................................... 88

FORM – 3 : Undertaking ................................................................................................................... 90

FORM – 4 : Deed of Indemnity......................................................................................................... 91

FORM – 5 : Performance Guarantee ................................................................................................. 95

FORM – 6 : Contract Form ............................................................................................................. 101

FORM – 7 : Non – Disclosure Agreement ...................................................................................... 105

ANNEXURE – 2 : CONTENTS AND FORMAT OF FINANCIAL BID ..................................... 112

ANNEXURE – 3 : UNCONDITIONAL ACCEPTANCE OF THE TERMS & CONDITIONS OF

THE RFP .......................................................................................................... 114



SECTION 1: INTRODUCTION Background

Bank of India (“Bank of India”) is a company a banking company under section 5 (c) of the Banking

Regulation Act, 1949 (10 of 1949) nationalized on 19th July, 1969 through an act namely the Banking

Acquisition and Transfer of undertaking Act. Bank of India is also a scheduled bank as notified by the

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

conducting banking business and providing finance to industries and other category of customers. Bank of

India with its Head Office at "STAR HOUSE", Bandra Kurla Complex, Bandra East, Mumbai has a pan-

India presence. As on 31 March, 2015 Bank of India has a network of 4903 branches and 1702 ATMs

across the country and employed over 40,000 employees.

Purpose

Bank of India is required to send bulk emails to its customers with different periodicity as per requirements,

during the course of its business. The emails are of two types. One is transactional like a statement of

account and the other is promotional for marketing new products/services. Bank of India intends to send

these bulk mails through a service provider.

This Request for Proposal (RFP) is to invite proposals from eligible Bidders for availing their services for

sending bulk emails to Bank of India’s customers.



1. Terminologies and Abbreviations

API Application Program Interface

MIS Management Information Systems

ISO International Standard Organization

LAN Local Area Network

EMD Earnest Money Deposit

ITB Instruction to Bidder

ATS Annual Technical Support

ICT Information and Communication Technology

UAT User Acceptance Testing

RFP Request for Proposal

POC Proof of Concept

PSU Public Sector Undertaking

PSB Public Sector Bank

DNS Domain Name Service

SP Service Provider

SI System Integrator

WAN Wide Area Network



SECTION 2: INVITATION FOR BIDS

1. Invitation for Bids

Sealed offers / Bids (Bid) prepared in accordance with this RFP should be submitted to, the General

Manager, Information Technology Department, 8th Floor, Star House -2, C-4, G-Block, Bandra Kurla

Complex, Bandra East, Mumbai – 400 051 on or before 14th December, 2015 -3.00 PM .

2. Due Diligence

The Bidder is expected to examine all instructions, forms, terms and specifications in this RFP and study

the RFP document carefully. Bid shall be deemed to have been submitted after careful study and

examination of this RFP with full understanding of its implications. The Bid should be precise, complete

and in the prescribed format as per the requirement of this RFP. Failure to furnish all information required

by this RFP or submission of a Bid not responsive to this RFP in each and every respect will be at the

Bidder’s own risk and may result in rejection of the Bid and for which Bank of India shall not be held

responsible.

3. Cost of Bidding

The Bidder shall bear all costs and expenses associated with the preparation and submission of its Bid and

Bank of India shall in no case be held responsible or liable for these costs, regardless of the conduct or

outcome of the bidding process including cancellation or abandonment or annulment of the bidding

process.

4. Cost of RFP / Bid document

Cost of RFP / Bid document is Rs.10,000/- (Rupees Ten thousand only). The prospective Bidder is required

to pay the prescribed fee in the form of Demand Draft or pay order in favor of “Bank of India”, payable at

Mumbai, at the time of purchasing the RFP/Bid Document. In case, the Bid/RFP Documents are

downloaded from the Internet (Bank of India site), the prescribed fee towards the cost of Bid Document

should be paid along with the submission of the Bid response. Bids without the payment of fee towards the

cost of Bid Document shall be rejected. The Cost of RFP / Bid document is non-refundable.



5. Content of Bid / RFP Document

The major requirements, bidding procedures and General Terms & Conditions are prescribed in the RFP

documents. The RFP document includes:

Section 1: Introduction

Section 2: Invitation for Bids

Section 3: Instructions to Bidders

Section 4: General Terms and Conditions

Section 5: Scope of Work

Section 6: Bidders’ Information/Profile

Section 7: Product Information

Annexure – 1: Contents and Formats of Technical Bid

Annexure – 2: Contents and Formats of Financial Bid

Annexure – 3: Unconditional acceptance of the terms of the RFP.

6. Clarification of Bidding Documents

A prospective Bidder requiring any clarification of this RFP may notify Bank of India in writing vide E-

mail. The following personnel may be contacted for these purposes.

Name of the officer Designation Contact Particulars

Mr. Ganesh Murugan

Krishnasamy Chief Manager

[email protected]

022-61319806

7045346988

Mr. Santhosh Kumar Manager

[email protected]

022-61319814

9930422492

Bank of India shall respond in writing through E-Mail to any request for clarification on the bidding

documents, from the prospective Bidders, which it receives not later than 14th December 2015.

Further, Bank of India will respond through E-Mail, to all clarifications, without identifying the source of

the inquiry. Bank of India shall not be held responsible for any external agency’s delays in sending the

above communication or communication failures due to any other cause.



7. Amendment of Bid Document/RFP Document

a) Bank of India reserves the right in its sole discretion –for inclusion of any addendum to this entire Bid

process. The Bidders however, shall not claim it as a right by requiring Bank of India to do the

aforesaid.

b) At any time before the deadline for submission of Bids / offers, Bank of India may, for any reason

whatsoever, whether at its own initiative or in response to a clarification requested by any or all

prospective Bidders, modify the RFP/Bid document and all such modifications shall be binding on all

of them.

c) All prospective Bidders, who have received this RFP shall be notified about the amendment in writing

through e-mail or fax or post, and all such amendments shall be binding on them.

d) Bank of India at its sole discretion reserves the rights to extend the deadline for the submission of

Bids, if required, in order to allow reasonable time for prospective Bidders to take the amendments

into account while preparing their Bids/RFP response. Under no circumstance, would the deadline for

submission of Bids be extended beyond a period of 7 days. No request from the Bidder, shall be

binding on Bank of India in respect of the same. Bank of India’s decision in this regard will be final,

conclusive and binding on all the Bidders.

e) Any attempt by the Bidders to visit or meet Top Management officials or any other official in Bank

of India in connection with the Bid process, shall be construed by Bank of India as an unlawful attempt

by the prospective Bidder, to influence the Bid process and may invite disqualification from

participating in the Bid process.



SECTION 3: INSTRUCTION TO BIDDERS (ITB)

Preparation of Bids

1. Language of Bid

The Bid prepared by Bidders, as well as all correspondence and documents relating to the

Bid exchanged by the Bidders and Bank of India, shall be in English only.

CLARIFICATIONS ON BID DOCUMENT/RFP

Before bidding, the Bidders are requested to carefully examine the Bid Documents and the

terms and conditions specified therein, and if there appears to be any ambiguity,

contradictions, gap(s) and/or discrepancy between any of the Bid Documents, they should

forthwith refer the matter in writing to Bank of India for necessary clarifications within the

specified time. Points raised in pre-bid meeting requiring clarifications shall also be dealt

with similarly. Bank of India's decision in this regard shall be final, conclusive and binding

on all the bidders or offers.

2. Documents constituting the Bid

The Bid prepared by the Bidder shall comprise the following components. The Bids not

conforming to the requirements as stated herein below shall be summarily rejected.

a) Technical Bid

i. Refer Annexure 1 for the Technical Bid contents and formats.

ii. Please note that no price schedule should be indicated in the Technical Bid and shall

only be quoted in the Financial Bid.

b) Financial Bid

i. Refer Annexure 2 for the Financial Bid contents and formats.

ii. The Bidders shall quote price in clear terms. Break up should abide by the Format for

Financial Bid described in Annexure 2.



iii. The bidder has to quote the total cost consisting of

a) Product cost (Purchase and establishment of hardware and software – one time)

including Anti-virus software.

b) Operation system of the product should be LINUX/UNIX Operating system.

c) Consolidated quote of ATS for 5 years should be given in the financial bid. Bank

will pay average cost of ATS every year.

d) Adequate scalability of hardware to match broadcast Volume of 6 Crore per day

for both promotional and transactional emails together. (Leased line network and

public IP address will be provided by the Bank for the same purpose).

e) Cost of hardware required in Active-Passive mode.

f) All Products, hardware and software purchased for Bank of India should be in the

name of Bank of India and belong to Bank of India and training to bank staff along

with proper documentation.

g) Providing Personal Computers (hardware and software) for on-site engineers.

h) Cost of warming up of one unit of Public IP address capable of broadcasting one

lakh email/hour to be multiplied as required, Feedback loop process of one unit

of public IP address to be multiplied as required and whitelisting one unit of public

IP address to be multiplied as required.

i) Annual Technical support of support and services which will also include

recurring cost of the following support and services.

1) Cost of support and services mentioned in scope of work.

2) Cost for integration of pre-existing customized PDF file (Transactional emails),

cost for integration of third party software through SMTP port & IP address for

broadcasting transactional and promotional emails.

3) Conversion of required image/other file format into HTML file format for

promotional emails

4) Technical and maintenance support and services of hardware and software

including upgradation of software, applying of patches, data backup, data

recovery, recovery process, required data backup software & hardware like tapes,

drives, etc., data to be purged at the end of the month of broadcasting.

5) Two on-site qualified and experienced support engineer.



6) Periodical broadcast reports of Promotional and transactional emails from time to

time.

7) Active support to import email list as per periodical requirements from time to

time.

8) Active support to bank network team/bank team for configuration of public IP

address, cost of creating of domain address, and creating of zone record in DNS

(i.e. a record, cname record, MX record, SPF, DKIM record and addition

record/requirements at DNS).

9) Cost and renewal of creating and maintaining SSL certificate in the proposed

server and cost of creating and maintaining domain name in DNS.

10) Renewal of software licenses as applicable, if any.

iv. All prices shall be for delivery of product, support and services to Bank of India exclusive

of taxes to the satisfaction of Bank of India or Bank of India’s representatives. The

aggregated price should be quoted in words also.

v. The Financial Bids should strictly conform to the formats provided to enable evaluation

of the Bids and special care may be taken in this regards as Bids having any hidden costs

or conditional costs will be liable for outright rejection.

vi. The price components furnished by the Bidders will be solely for the purpose of

facilitating the comparison of Bids by Bank of India and will not in any way limit Bank

of India’s right to negotiate the contract on any of the terms offered.

vii. Prices quoted by the Bidders shall remain fixed during the entire Contract period of 5

years and no increase of rates on account of cost escalation will be allowed under any

circumstances. No open-ended Bid shall be entertained and the same is liable to be

rejected summarily.

viii. The price quoted must be all-inclusive and there should be no re-openers. The service

tax, if applicable, will be paid extra. Any other tax applicable shall be deducted at source

as per prevailing rates time to time. The rates quoted must be inclusive of all statutory

dues payable and due under and as per all applicable laws of the land.



3. Bid prices:

i. The Bidder shall quote the Bid Prices as indicated in Annexure 2.

ii. The prices quoted should be written both in figures and words. In case of any

discrepancy, the price mentioned in words will be treated as correct and will be

relied upon.

iii. The prices quoted will be exclusive of all applicable taxes including sales tax, VAT,

duties, levies, charges, Road Permits/Entry Tax, Service tax, etc. All applicable

taxes, levies will be paid as actual on submission of original receipt (proof), drawn

in the name of “Bank of India”. Applicable taxes would be deducted at source, if

any, as per prevailing rates.

iv. The prices quoted should be valid for the period of 90 days from the date of award of

the contract or till the successful commissioning of the systems as mentioned in the

acceptance certificate mentioned in Section 3.

v. The prices quoted in Price Bid for warming up the public IP address, feedback loop

process and whitelisting the public IP address will be used to calculate charges for

further orders over and above the projected quantities, if any.

vi. In the absence of above information a bid may be considered incomplete and

summarily rejected. Any decision in this regard by Bank shall be final, conclusive

and binding on the Bidder.

vii. Bidder shall carry out the supply and implementation of equipment strictly in

accordance with the requirements detailed under the Scope of Work of the Bid

document and it shall be the responsibility of the Bidder to fully meet all the

requirements of the Bid document and to complete the Work duly operable and

safe as per the best industry practice.



4. Firm Prices

Prices quoted must be firm and final and shall not be subject to any re-openers or upward modifications,

on any account whatsoever including exchange rate fluctuations, revision in taxes, duties, levies,

charges etc. The Bid Prices shall be indicated in Indian Rupees (INR) only. Any decision in this regard

by Bank shall be final, conclusive and binding on the Bidder.

The fees/consideration payable by Bank is all inclusive and no further amounts shall be payable by the

Bank. Bank shall not be liable to pay any amounts towards travelling, boarding, lodging, conveyance,

out of pocket expenses etc. Further the Vendor shall be solely responsible for payment of all applicable,

present and future Taxes, levies, charges, license fees, octroi, royalties, road tax, service tax, excise,

customs duties, entry tax/fee etc., and other taxes/fees whatsoever that may be imposed by

State/Central Government or any local body from time to time, in connection with the Contract. It is

clarified that Bank shall not be liable to compensate the Vendor in the event of upward revision of the

Taxes/Fees as above.

5. Bid Currencies

Prices shall be quoted in Indian National Rupee (INR).

6. Bid Security (EMD)

a) Amount of Bid Security (EMD)

The Bidder shall furnish, as part of its Bid, a Bid Security (EMD) in the form of

Demand Draft / Bankers’ Cheque/ Pay order, drawn in favor of “Bank of India” for an amount

of Rs.20,000/- (Rupees Twenty thousand only) payable at Mumbai, and must accompany

Technical Bid.

The Bid security / EMD shall not bear any interest.

b) Requirement of Bid Security (EMD)

The Bid Security is required to protect Bank of India against the risk of Bidder’s conduct,

which would warrant the security’s forfeiture, pursuant to Clause 6(f) hereof.



c) Rejection of Bid

Any Bid not accompanied by the EMD as mentioned above, shall be rejected by Bank of India,

without any further correspondence, as non-responsive.

d) Discharge of Bid Security of Unsuccessful Bidder

In the case of unsuccessful Bidder or decision to abandon the Bid process, the Bid Security

will be discharged / returned / refunded without any interest payment within 90 days from the

date of closure of Bid to all the Bidders who participated in the Bid process.

e) Discharge of Bid Security/EMD of Successful Bidder

The successful Bidder’s Bid Security amount will be discharged upon the Bidder signing the

contract and furnishing of the performance guarantee of reputed nationalized bank in the form

and manner to the satisfaction of Bank of India, within the stipulated time.

f) Forfeiture of Bid Security

The Bid Security shall be forfeited:

i. If a Bidder withdraws his Bid during the Bid validity period; or

ii. If a Bidder makes any statement or encloses any form or document which turns out to

be false, incorrect and/or misleading at any time prior to signing of contract and/or

conceals or suppresses any material information; or

iii. If the successful Bidder fails to sign the contract or furnish performance guarantee of

reputed nationalized bank in the form and manner to the satisfaction of Bank of India,

as mentioned in the Bid documents; or

iv. In the event of any evasion, avoidance, refusal or delay on the part of the Bidder to sign

and execute any document, as may be required by Bank of India.

Any decision in this regard by Bank of India shall be final, conclusive and binding on the

Bidder.



7. Period of Validity of Bids

a) Validity Period

Bids shall remain valid for three months after the date of Bid opening prescribed by Bank of

India. Bank of India reserves the rights to reject a Bid, valid for a period shorter than three

months as non-responsive, without any correspondence. Any decision in this regard by Bank

of India shall be final, conclusive and binding on the Bidders.

b) Extension of Period of Validity

In exceptional circumstances, Bank of India may solicit the Bidder’s consent to an extension

of the validity period. The request and the response thereto shall be made in writing. Extension

of validity period by the Bidder should be unconditional and irrevocable. The Bid Security

provided shall also be suitably extended. A Bidder may refuse the request without forfeiting

the Bid Security. A Bidder granting the request will not be permitted to modify its Bid. Any

decision in this regard by Bank of India shall be final, conclusive and binding on the Bidders.

8. Format and Signing of Bid

a) Number of copies of Bid

The Bidders shall prepare one Technical Bid, clearly marking "Technical Bid". Similarly,

Bidders shall prepare one Financial Bid, clearly marking "Financial Bid”.

b) Authentication of Bid

The Bids shall be type written and shall be signed by a person or persons duly authorized to

bind the Bidder to the Contract. The letter of authorization shall be supported by a written

power-of-attorney (Refer to Form-2 of Annexure 1) accompanying the Bid. The person or

persons signing the Bid shall initial all pages of the Bid documents with company rubber

stamp. The bid should be a complete document and should be bound as a volume. The

document should be printed on one side only with page numbers and appropriately flagged

and contain the list of contents with page numbers.



c) Validation of interlineations in Bid

Any interlineations, erasures or overwriting shall be valid only if the person or persons signing

the Bid have authenticated the same with signature along with company rubber stamp. The

deficiency in documentation may result in the outright rejection of the Bid. Any decision in

this regard by Bank of India shall be final, conclusive and binding on the Bidders.

9. Revelation of prices

Rate in any form or for any reason should not be revealed before opening the Bid, failing

which the offer / Bid shall be liable to be summarily rejected. If price change is envisaged due

to any clarification(s), revised Bid in a separate sealed cover shall be submitted with prior

written permission of Bank of India.

10. Sealing and marking of Bids

a) Enclosing of Bid

The Technical Bid shall be placed in a separate sealed envelope clearly marked as

“Bulk email services for Bank of India - Technical Bid”

The Financial Bid shall be placed in a separate sealed envelope clearly marked as

“Bulk Email services for Bank of India – Financial Bid (Prices only) – Do not open with Technical

Bid”.

Both the envelopes carrying Technical Bid (envelope A) and Financial Bid (envelope B) should then be

put in a single outer cover sealed. The cover should read “Bid for Bulk Email services for Bank of

India” and a statement “Do not open before 4th January, 2016 – 3.00 PM.”

Bid envelope shall also indicate the name and address of the Bidder to enable the Bid to be

returned unopened in case it is declared "late" i.e. it is not submitted by the Bidder within the

period stipulated for submission of the Bids. No indications pertaining to price or financial or

commercial terms are made on the envelopes.



b) Mailing Address for Bids

Bid shall be addressed to the Bank of India at the following address:

General Manager,

Information Technology Department,

7th Floor, Datawarehouse department,

Star House-2, C-4, G-Block,

Bandra Kurla Complex,

Bandra East, Mumbai – 400 051.

c) Responsibility of Bank of India

If the outer envelope is not sealed and marked as required, Bank of India will assume no

responsibility for the Bid’s misplacement or premature opening.

11. Rejection of Bid

The Bid has to be submitted in the form of a printed document only. The Bids submitted by

telex, fax or email Bids shall not be entertained.

Any condition put forth by the Bidders which are non-conforming to the Bid requirements,

shall not be entertained at all and such Bid shall be rejected. Any decision in this regard by

Bank of India shall be final, conclusive and binding on the Bidders.

12. Deadline for Submission of Bids

a) Last date for Submission

The Bids (both Technical and Financial) must be received by Bank of India, at the address

specified, not later than 14th December, 2015 - 3.00 PM. In the event of the specified date for

the submission of Bids being declared a holiday for Bank of India, the Bids will be received

up to the appointed time on the next working day.

b) Extension for Last date for Submission

Bank of India may, at its own discretion, extend the period for submission of Bids by amending

the Bid documents/RFP, in which case all rights and obligations of Bank of India and Bidders

shall stand extended. However no request for extension of time from the Bidders shall be

binding upon Bank of India.



13. Late Bids

Any Bid received by Bank of India after the deadline for submission of Bids prescribed by

Bank of India, will be summarily rejected and returned unopened to the Bidder.

Bank of India shall not be responsible for any postal delay or non-receipt / non-delivery of

the documents. Bank of India's decision shall be final, conclusive and binding on the affected

parties. No further correspondence on this subject will be entertained by Bank of India.

14. Modification and Withdrawal of Bids

a) Written Notice

The Bidder may modify or withdraw its Bid after the Bid’s submission, provided that

Bank of India receives written notice of the modification or withdrawal, before the expiration

of deadline prescribed for submission of Bids. The Bidder should submit its modified bid in

wholesome as a replacement of its previous bid.

b) Signing and Marking of Notice

The Bidder’s modification or withdrawal notice shall be prepared, sealed, marked and

dispatched in accordance with the provisions of this document shall be placed in an envelope

duly marked as “Modification” or “Withdrawal”. A duly signed withdrawal notice may also

be sent by fax or post so as to reach the designated office before the expiry of the deadline for

submission of Bids.

c) Last Date for Notice

No Bid may be modified subsequent to the deadline for submission of Bids. No Bid may be

withdrawn in the interval between the deadline for submission of Bids and the expiration of

period of Bid validity specified by the Bidder on the Bid form. Withdrawal of a Bid during

this interval may result in the Bidder’s forfeiture of its Bid Security.



15. Proof of Concept

The successful bidder is expected to complete POC i.e. Proof of concept within three month

from the receipt of Letter of Intent from the bank and demonstrate the solution in banks

working environment. If the successful bidder fails to do so, the Bank reserves the right to

approach the L2 bidder for the procurement. All costs related to POC will be borne by the

successful bidder.

Bid Opening and Evaluation of Bids

16. Opening of Technical Bids

a) Opening of Bids

Bank of India will open all Technical Bids, in the presence of Bidders or their representatives

who choose to attend the Technical Bid opening at Bank of India, Datawarehouse

Department, 7th Floor, Star house -2, C-4, G- Block, Bandra Kurla Complex, Bandra

East, Mumbai- 400021, on 4th January, 2016 – 3.00 PM. Bidder's representatives who are

present shall sign a register evidencing their attendance.

In the event of the specified date of Bid opening being declared a holiday for Bank of India,

the Bids shall be opened at the appointed time and location on the next working day.

b) Announcement of Bids

The Bidder’s names, Bid modifications or withdrawals and the presence or absence of

requisite Bid Security and such other details as Bank of India at its sole discretion may

consider appropriate, will be announced at the opening of the Bids. No Bid shall be rejected

at the time of Bid opening, except for late Bids, which shall be returned unopened to the

Bidders.

c) Bids not considered for evaluation

Bids that are rejected during the Bid opening process shall not be considered for further

evaluation, irrespective of the circumstances.



17. Opening of Financial Bids

a) Opening of Bids

Financial Bids of only the first three ranked Bidders based on the Technical qualification

scores amongst others will be opened on 11th January, 2016 – 3.00 PM.

Financial Bids of technically disqualified Bidders shall not be opened and returned back to

the Bidders.

b) Announcement of Bids

The Financial Bids will be opened, in the presence of Bidders or their’ representatives who

choose to attend the Financial Bid opening on date and time to be communicated to the

qualified Bidders. The Bidder’s representatives who are present shall sign a register evidencing

their attendance. The name of Bidder, Bid Prices, Discount, etc. will be announced at the

meeting.

18. Clarification of Bids

During evaluation of Bids, Bank of India may, at its discretion, when deemed necessary, ask

the Bidder for a clarification of its Bid. The request for clarification and the response shall be

in writing. If the response to the clarification is not received within seven days from the date

of such a request, Bank of India reserves the right to make its own reasonable assumptions at

the total risk and cost of the Bidder.

19. Eligibility Criteria / Preliminary Examination

(a) The prospective Bidders should fulfill the respective pre-qualifications mentioned below;

otherwise their Bids will not be considered valid for the Bid evaluation process and will be

summarily rejected. The Bidders should submit all the supporting documents in the Bidder’s

eligibility proof. In the absence of such documentary evidences Bid will be rejected without

any further correspondence. The decision of Bank of India shall be final, conclusive and

binding on all the parties.



Pre- Qualification Eligibility Criteria

� Bidder should be a registered company with an established setup in India.

� Minimum annual turnover of Bidder should be Rs.1Crore in last 2 financial years 2015 and 2014.

� Bidder should be an Net profit earning company in the last FY i.e. Financial year 2015

� Bidder should have been offering bulk email sending services either promotional or transactional

emails for at least one PSU/Private bank in India with more than 1000 branches for at least one year

at the time of floating the RFP.

� Bidder should not have been blacklisted by any Govt. organizations/ PSU/PSB during the last three

years. The bidder shall give a declaration that they have not been black listed by any of the Govt.

Authority or PSUs, as on date of submission of the tender, otherwise the bid will not be considered.

� Bidder should be the prime bidder and no consortium is allowed

Note: Bidder must comply with all the above mentioned criteria as specified above and more

elaborately described in Annexure 1 (Contents and format of Technical Bid). 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. The Bank reserves the right to verify / evaluate the claims made by the

bidder independently. Any deliberate misrepresentation will entail rejection of the offer ab-

initio.

(b) The supporting document as described below shall be submitted along with the covering

letter as a part of Technical Bid. Without the documents, Bid will be rejected in the first stage

(technical evaluation) itself.

i. A Bid Security as specified in the Bid Documents must accompany all the Bids.

ii. The Bidder shall commit in writing to operationalize the Bulk email services as per the

time schedule indicated in this RFP.



iii. The Bidder shall commit that the key personnel to be employed for the bulk email

services are qualified enough with adequate experience to handle a project of this nature and

involved in similar implementations and that once assigned to the project will not be moved

out of it, except for reasons beyond the control of the Bidder.

iv. The Bidder must organize the response in accordance with the format specified in the

RFP and under no circumstance will leave a response item unanswered. If any row or column

does not contain the response, the entire response will not be taken up for consideration. Any

response not as per the format will not be included for any further consideration.

v. The Bidder must provide undertaking to make all software changes/ to provide software

patches, necessary to comply with all the requirements as well as any other requirements

specified by Bank of India from time to time, free of cost within the contract period.

vi. The date of operationalization i.e. performing live operations shall not be later than 1

month from the date of award of the Contract. The Bidder shall categorically undertake to

meet this timeline. Time being the essence of the contract; the Bidder is not likely to be

considered if there is no such undertaking.

(c) Completeness of Bids

Bank of India will examine the Bids to determine whether they are complete, whether they

meet all the terms & conditions and Technical Specifications and whether any computational

errors have been made, whether required sureties have been furnished, whether the documents

have been properly signed, and whether the Bids are generally in order.

(d) Rejection of Non-responsive Bids

A Bid determined as non-responsive will be rejected by Bank of India and may not

subsequently be made responsive by the Bidder by correction of the non-conformity in the

Bid. Any decision in this regard by Bank of India shall be final, conclusive and binding on the

Bidder.

(e) Waivers

Bank of India may waive any minor informality or nonconformity or irregularity in a Bid,



which does not constitute a material deviation from the requirements specified in the RFP,

provided such waiver, does not prejudice or affect the relative ranking of any Bidder.

20. Rectification of Errors/Omissions.

Each recipient should notify the Bank of any error, fault, omission or discrepancy found in

this RFP document but not later than five business days prior to the due date for lodgment of

response to RFP. Decision as to any arithmetical error, manifest or otherwise in response to

Bid Document/ RFP shall be decided at the sole discretion of Bank of India and shall be

binding on the Bidder. Any decision of Bank of India in this regard shall be final, conclusive

and binding on the Bidder.

21. Rejection / Acceptance of Bid

Bank of India reserves the right to accept any Bid and to annul or abandon the Bid process

and / or reject in part or full any or all the Bids at any time prior to award of contract / Bid,

without assigning any reason whatsoever and without thereby incurring any liability

whatsoever to the affected Bidders or any obligation to inform the affected Bidders of the

grounds for the Bank of India’s action. Any action / decision of Bank of India in this regard

shall be final, conclusive and binding on the Bidder.

22. Cancellation of Bid

Bank of India reserves the right to cancel, annul or abandon the entire Bid process in case of

any anomaly, irregularity or discrepancy or for any other reasons or otherwise without thereby

incurring any liability whatsoever to the affected Bidders or any obligation to inform the

affected Bidders of the grounds for the Bank of India’s action. Bank of India shall not be

bound to give any reasons or explain the rationale for its actions / decisions to annul or

abandon or cancel the bid process. Any action / decision of Bank of India in this regard shall

be final, conclusive and binding on the Bidder. Bank of India further reserves the right to re-

issue /re-commence the bid or circulate new RFP altogether on the subject matter or any

activity or part thereof concerning thereto. Any decision of Bank of India in this regard shall

be final, conclusive and binding on the Bidder.



23. Evaluation and comparison of Bids

a) Each Recipient acknowledges and accepts that the Bank may, in its sole and absolute

discretion, apply whatever criteria it deems appropriate in the selection of organizations, not

limited to those selection criteria set out in this RFP document.

b) The issuance of RFP document is merely an invitation to offer and must not be construed as

any agreement or contract or arrangement nor would it be construed as any investigation or

review carried out by a Recipient. The Recipient unconditionally acknowledges by

submitting its response to this RFP document that it has not relied on any idea, information,

statement, representation, or warranty given in this RFP document.

c) A screening committee constituted by Bank of India for the purpose of selection of the

successful Bidder, would evaluate Technical Bids to qualify the Bidders.

d) The proposals will be evaluated in TWO stages. In the first stage, i.e. Technical Evaluation,

the Bidders will be short listed, based on the responses given by the Bidders to the questions

in the RFP, other relevant information provided in the proposal, reference site feedback, and

the technical solution presentation & DEMO. In the second stage, the commercials of

implementation would be evaluated.

STAGE 1 - Technical Evaluation: Technical Bids will be evaluated as tabulated below.

Sr.No Evaluation Parameter Max Marks

1

Broadcasted around 1 lakh Email/hour per public

IP address on-site in any one PSU/Private bank in

India with 1000 branches for at least one year at

the time of floating the RFP.

30

2 Advanced HTML editor 5

3 Import from Excel/CSV 5

4 Real Time Email Tracking and Reporting 5

5 Email Personalization 5



a) To qualify in technical bid and to be shortlisted for next phase of commercial bid evaluation,

minimum 70% score i.e. 70 out of total 100 score assigned to technical proposal evaluation

is necessary.

b) The company’s profile, past experience of the Bidder in the area of On-site bulk email

services, delivery of alerts and reports, price, etc. shall be some of the important criteria in

selecting the Bidder.

c) During the period of evaluation, the Bidders may be asked to provide more details and

explanations about information they have provided in the proposals. The Bidders should

respond to such requests within the time frame indicated in the letter/fax/ e-mail seeking the

explanation.

d) Bank of India reserves the right to modify / amend the evaluation process at any time during

the Bid process, without assigning any reason, whatsoever, and without any requirement of

intimating the Bidders of any such change. Any time during the process of evaluation, Bank

of India may seek specific clarifications from any or all the Bidders.

e) The Financial Bids of the finally qualified and short listed 3 top Bidders would be opened

in their presence or their authorized representatives wishing to be present.

6 Automatic bounce Process 5

7 Automatic Unsubscribe Option 5

8 Unlimited Number of Email Marketing Campaign 5

9 Unlimited Number of Email list and contacts 5

10 Email Scheduling 5

11 Special Broadcasting Option 10

12 Free & unlimited image hosting 5

13

Other product features like web based, Product

GUI, User friendly interface for third party

integration via SMTP, easy to troubleshoot etc.

10

Total 100



f) The Bidder cannot quote for the Bid in part.

g) No intimation would be sent to the unsuccessful Bidders (Technical).

STAGE 2 - Commercial Bid Evaluation

a) The Bidders scoring a minimum of 70% score based on the detailed evaluation in stage 1 –

Technical Proposal Evaluation would be qualified and shortlisted for the stage 2 –

Commercial Bid Evaluation.

b) The Technical evaluation and the Commercial evaluation shall have the weight-age of 70%

and 30% respectively for evaluation, and this weight-age shall be taken into consideration

for arriving at the Successful Bidder. Weighted score of each bidder will be calculated as

explained in the Weighted Evaluation section below.

Weighted Evaluation

Weighted score of each bidder will be calculated for all qualified Bidders using the following

formula:

�(��)

�∗ +

�

�(ℎ �ℎ)∗ (1 − )

‘C’ stands for price quoted by each bidder; ‘C (low)’ stands for the lowest price quoted by

any of the bidders amongst all the bidders. ‘T’ stands for technical evaluation score(S) for

each of the bidders and ‘T (high)’ stands for the score of the technically highest Bidder. ‘X’

is equal to 0.3 representing 30% value for price bid. There would be a weightage of 70% to

the Technical Proposal Evaluation and 30% for the Commercial Bid Evaluation. The

maximum marks (Total score) for Technical and Commercial proposals would be 100. It

would be normalized as under: - The proposals will be ranked in terms of total points scored.

The proposal with the highest total points (H-1) will be considered first for award of contract.

Based on the present value (PV) quoted by the Bidder in the Commercial Bid, Bidders will

be ranked with Commercial 1 (‘L1’) as the Bidder having the lowest cost followed by the

respective Bidder.



# Bidder Technical

Evaluation

Marks (T)

PV

(In INR cr.)

(T / T high) * 0.70

= (A)

(C low / C )*

0.30 =(B)

Score (S)

=A+B

1 ABC 925 18 (925/950)*0.70 =

0.682

(16/18)*0.30 =

0.267

0.948

2 XYZ 900 16 (900/950)*0.70 =

0.663

(16/16)*0.30 =

0.300

0.963

3 UVW 950 21 (950/950)*0.70

=0.700

(16/21)*0.30 =

0.229

0.929

‘C (low)’ in this case is 16 Crore and ‘T (high)’ is 950. In the above example, XYZ, with

the highest score becomes the successful Bidder.

a. Bank of India's decision in respect to evaluation methodology and short-listing Bidders will

be final and binding and no claims whatsoever in this respect will be entertained.

b. Bank of India is not bound to accept the lowest or any Bid and has the right to reject any Bid

without assigning any reason whatsoever.

c. Bank of India also reserves the right to re-issue / re-commence / cancel the Bid/Bid process.

Any decision in this regard by Bank of India shall be final, conclusive and binding on the

Bidders.

24. Contacting Bank of India

a) Contact by Writing

No Bidder shall contact Bank of India on any matter relating to its Bid; from the time of the

Bid opening to the time the Contract is awarded. If the Bidder wishes to bring additional

information to the notice of Bank of India, it should be done in writing.

b) Rejection of Bid

Any effort by a Bidder to influence Bank of India in its decisions on Bid evaluation, Bid

comparison or Contract award may result in rejection of the Bidder’s Bid.



Award of Contract

25. Bank of India’s right to accept any Bid and to reject any Bid or all Bids

Bank of India shall however not bind itself to accept the best Bid or any Bid and reserves the

right to accept any Bid, wholly or in part. Bank of India reserves rights to annul the Bidding

process and reject all Bids at any- time before the award of Contract at its sole discretion,

without thereby incurring any liability to the affected Bidder or Bidder.

26. Notification of acceptance of Bid

a) Notification to Bidder

I. Before the expiry of the period of validity of the proposal, Bank of India shall notify

the successful Bidder in writing by registered letter or by fax or by hand-delivery, that

its Bid has been accepted. However, the successful bidder is expected to complete

POC i.e. Proof of concept within three month from the receipt of Letter of intent from

the bank and demonstrate the solution in banks working environment. If the successful

bidder fails to do so, the Bank reserves the right to approach the L2 bidder for the

procurement. All costs related to POC will be borne by the successful bidder

II. The Bidder shall acknowledge in writing receipt of the notification of acceptance and

has to convey his absolute, unconditional and unqualified acceptance and thereafter

enter into agreement / Contract within seven (7) days from the date of POC acceptance.

b) Signing of Contract

Signing of the Contract shall follow the notification of the POC acceptance. However, Bank

of India may negotiate certain terms with successful Bidder before signing of the Contract.

The Bidder should sign the Contract Form (Refer Annexure 1: Form-6) the signing of Contract

will amount to award of contract and Bidder will initiate the execution of the work as specified

in the Contract. The signing of contract shall be completed within 7 days of receipt of

notification of the POC acceptance.



c) Discharge of Bid Security (EMD)

Upon the successful Bidder signing the Contract/Agreement, Bank of India shall advise the

Bidder to provide performance guarantee. EMD of successful Bidder shall be discharged on

the Successful Bidder signing the Contract/Agreement and upon furnishing the Performance

Security. The Bid Security to unsuccessful Bidders shall be discharged after the Bid validity

period. The Bid security / EMD shall not bear any interest.

d) Performance Guarantee

i. Within 7 days of the receipt of POC acceptance of Bid by Bank of India, the successful

Bidder shall furnish the Performance Bank Guarantee as per the format provided in

Annexure-1 (Form-5). The Performance Bank Guarantee furnished by the Bidder shall

be unconditional and irrevocable.

ii. The value of the Performance Bank Guarantee will be 5 % of the total contract value.

iii. The Performance Security / Performance Bank Guarantee shall be denominated in

Indian Rupees [INR] and shall be in form of a bank guarantee issued by a reputed

nationalized bank.

iv. The Performance guarantee will be invoked by Bank of India as compensation for any

loss or damage resulting from the Bidder’s failure to complete its obligations under and

in accordance with the Contract.

v. The Performance Bank Guarantee should be valid till end of five years from the

operationalization of the Bulk email services with 90 days claim period from the expiry

of the five years from the operationalization of the bulk email services.

vi. Failure of the successful Bidder to comply with the requirement of the Performance

Bank Guarantee shall constitute sufficient grounds for the annulment of the award and

forfeiture of the Bid Security, in which event Bank of India may award the Contract to



the next best evaluated Bidder or call for new Bids. Any decision in this regard by Bank

of India shall be final, conclusive and binding on the Bidder.

vii. The Performance guarantee will be discharged by Bank of India and returned to the

Vendor after 90 (ninety) days from the expiry of the five years from the

operationalization of the bulk email services.

e) Expenses for the Contract

All costs and expenses (including stamp duty, etc.) in connection with the execution of

Agreement / Contract shall be borne by the successful Bidder.

f) Failure to abide by the Agreement / Contract

The conditions stipulated in the Agreement/Contract shall be strictly adhered to and any

breach / violation thereof will entail termination of the Contract without prejudice to the other

rights of Bank of India including recovery of penalties as specified in this RFP or Agreement

/ Contract.

g) Annulment of Award

Failure of the successful Bidder to comply with the requirement shall constitute sufficient

ground for the annulment of the award and forfeiture of the Bid Security, in which event Bank

of India may at its sole discretion, make the award to the next lowest evaluated Bidder or call

for new Bids.



27. Confidentiality of RFP

The RFP document is confidential and is not to be disclosed, reproduced, transmitted, or made available

by the Recipient to any other person. The RFP document is provided to the Recipient on the basis of the

undertaking of confidentiality given by the Recipient to Bank. Bank may update or revise the RFP document

or any part of it. The Recipient accepts that any such revised or amended document will be subject to the

same confidentiality undertaking. The Recipient will not disclose or discuss the contents of the RFP

document with any officer, employee, consultant, director, agent, or other person associated or affiliated in

any way with Bank or any of its customers or suppliers without the prior written consent of Bank.

28. Costs Borne by Respondents

All costs and expenses incurred by Recipients / Respondents in any way associated with the

development, preparation, and submission of responses, including but not limited to

attendance at meetings, discussions, demonstrations, etc. and providing any additional

information required by Bank of India, will be borne entirely and exclusively by the Recipient

/ Respondent.



SECTION 4: TERMS AND CONDITIONS OF THE CONTRACT

1. Definitions

In the Contract, the following terms shall have the following meanings and shall be interpreted

accordingly:

a) "The Contract" means the agreement to be entered into between Bank of India and the

Bidder as recorded in the contract form duly signed by the Parties, including all annexure,

schedules, exhibits, supplements, appendices, amendments, revisions, notations and

modifications thereof for supply and implementation of software & provide / carry out the

Services of Vendor, as indicated / spelt out in Section–5 - Scope of Work.

b) “Bidder" or "Contractor” or "Vendor" means any person / persons / firm / company, etc.,

to whom work has been awarded and whose Bid has been accepted by Bank of India and

shall include its authorized representatives and successors and permitted assigns“

c) "Bank of India" or “The Purchaser” means Bank of India.

d) "The Contract Price" means the price/compensation payable to the Contractor under and in

accordance with the Contract for the due performance and observance of its contractual

obligations under and in accordance with the Contract“

e) "Services" means all the services as specified in Section 5 – Scope of Work, which the

Vendor/ Bidder is required to provide and/or procure for the Purchaser/Bank of India under

and in accordance with the Contract.



f) In case of a difference of opinion on the part of the Bidder in comprehending and /or

interpreting any clause / provision of the Bid documents after submission of the Bid, the

interpretation by Purchaser/Bank of India and decision of Purchaser/Bank of India in this

behalf shall be final, conclusive and binding on the Bidder.

g) “Acceptance of Bid” means the letter/fax or any memorandum communicating to the

Bidder the acceptance of his Bid.

h) “Business Day” means any day that is not a Sunday or a public holiday (as per the official

holidays observed by Bank of India in Mumbai)

i) "Confidential Information" means, (i) intellectual property information; (ii) technical or

business information or material not covered in (i); (iii) proprietary or internal information

related to the current, future and proposed products or services of the Parties including,

financial information, process/flow charts, business models, designs, drawings, data

information related to products and services, procurement requirements, purchasing,

customers, investors, employees, business and contractual relationships, business

forecasts, business plans and strategies, information the Parties provide regarding third

parties; (iv) information disclosed pursuant to this Contract and (v) all such other

information which by its nature or the circumstances of its disclosure is confidential.

j) “Commissioning” means the successful operationalization of the Bulk email services to the

satisfaction of the Purchaser/Bank of India.

k) “Document” means any embodiment of any text or image howsoever recorded and includes

any data, text, images, sound, voice, codes, computer programs, software and / or databases

or microfilm or computer generated microfiche or similar device.



l) “Effective Date” means the date on which this Contract is signed and executed by the

Parties hereto. If this Contract is executed in parts, then the date on which the last of such

Contracts is executed shall be construed to be the Effective Date.

m) “Intellectual Property Rights” means any patent, copyright, trademark, trade name, design,

trade secret, permit, service marks, brands, propriety information, knowledge, technology,

licenses, databases, computer programs, software, know how or other form of intellectual

property right, title, benefits or interest whether arising before or after the execution of this

Contract and the right to ownership and registration of these rights.

n) “Parties” means the Purchaser/Bank of India and the Contractor and “Party” means either

of the Parties.

o) “Site” means the place in which the operations/service(s) are to be carried out or places

approved by the Purchaser for the purposes of the Contract together with any other places

designated in the Contract as forming part of the Site.

p) “POC” means Proof of Concept.

2. Interpretation

In this Contract unless a contrary intention is evident:

a) The clause headings are for convenient reference(s) only and do not form part of this

Contract;

b) Unless otherwise specified a reference to a clause number is a reference to all of its sub-

clauses;



c) Unless otherwise specified a reference to a clause, sub-clause or section is a reference to a

clause, sub-clause or section of this Contract including any amendments or modifications

to the same from time to time;

d) A word in the singular includes plural and a word in the plural includes singular;

e) A word importing a gender includes any other gender;

f) A reference to a person includes a partnership and a body corporate;

g) A reference to legislation includes legislation repealing, replacing or amending that

legislation;

h) Where a word or phrase is given a particular meaning it includes the appropriate

grammatical forms of that word or phrase which have corresponding meanings;

i) Reasonability and materiality of “doubt” and "controversy" shall be at the discretion of

Bank of India.

j) The words not expressly defined herein shall have meanings ascribed to them in the

General Clauses Act, 1897 and the Information Technology Act, 2008.

3. Conditions Precedent

a) The Contract is subject to the fulfillment of the following conditions precedent by the

Contractor.

i. Furnishing of an unconditional and irrevocable Performance Bank Guarantee

(Performance Security) as mentioned in Section 3(RFP) 26(d) as per the format given in

Annexure-1 (Form No 5).

ii. Execution of a Deed of Indemnity as per format given in Annexure-1 (Form No-4).

iii. Furnishing solvency certificate and certificate confirming that there are no vigilance or

court cases threatened or pending against the Contractor.



iv. Furnishing of such other documents as Bank of India / Purchaser may specify, including

but not limited to definitive documents.

4. Standard of Performance

The Contractor shall perform the service(s) and carry out its obligations under the Contract

with due diligence, efficiency and economy, in accordance with generally accepted techniques

and practices used in industry and with professional engineering standards recognized by the

international professional bodies and shall observe sound management, technical and

engineering practices. It shall employ appropriate advanced technology, procedures and

methods. The Contractor shall always act, in respect of any matter relating to the Contract, as

faithful advisors to Bank of India and shall, at all times, support and safeguard its own

legitimate interests in any dealing with third parties.

5. Use of Contract Documents & Information

b) The Contractor shall treat all documents, information, data and communication of and with

Bank of India / the Purchaser as privileged and Confidential and shall be bound by the

terms and conditions of the Non-Disclosure Agreement. The Contractor shall execute the

Non-Disclosure Agreement simultaneously at the time of execution of the Contract. The

Contractor shall not, without Purchaser's prior written consent, disclose the Contract, or

any provision thereof, or any specification, plan, sample or information or data or drawings

/ designs furnished by or on behalf of Purchaser/Bank of India in connection therewith, to

any person other than a person employed by the Contractor in the performance of the

Contract. Disclosure to any such employed person shall be made in utmost confidence and

shall extend only so far as may be necessary and relevant for purpose of such performance

and shall be subject to the terms and conditions of the Non-Disclosure Agreement.

c) The Contractor shall not, without Purchaser's/Bank of India's prior written consent, make

use of any document, data or information etc., enumerated in this Bid Documents save and

except for due performance and observance of the Contract.



d) Any document, other than the Contract itself, enumerated in this Bid Documents shall

remain the property of Purchaser/Bank of India and shall be returned (in all copies) to

Contractor on completion of the Contractor’s performance under and in accordance with

the Contract, if so required by Purchaser/Bank of India.

6. Intellectual Property Rights and Patent Rights

a) Purchaser shall own and have a right in perpetuity to use all Intellectual Property Rights

excluding source code which have arisen out of or in connection with the implementation

of this Contract, including all processes and products which have been developed by the

Bidder during the performance of Services and for the purposes of inter-alia use or sub-

license of such Services under this Contract. The Bidder undertakes to disclose all

Intellectual Property Rights arising out of or in connection with the performance of the

Services to the Purchaser and execute all such agreements/documents and file all relevant

applications, effect transfers and obtain all permits, approvals, consents and no objections

that may be necessary in this regard to effectively transfer and conserve the Intellectual

Property Rights of the Purchaser.

c) Further, the Bidder shall be obliged to ensure that all approvals, consents, no objections,

registrations, licenses, permits and rights which are inter-alia necessary for use of the

information technology system installed by the Bidder, shall be acquired in the name of

the Purchaser, prior to termination of this Contract and which shall be assigned by the

Purchaser if necessary under the applicable laws or otherwise to the /Bidder for the purpose

of execution of any of its obligations under the terms of the Bid, or this Contract. However,

subsequent to the term of this Contract, such shall ensure to the exclusive benefit of the

Purchaser.

d) The Bidder shall ensure that while it uses any software, hardware, processes or material in

the course of performing the Services, it does not infringe the Intellectual Property Rights

of any person and the Bidder shall keep the Purchaser indemnified against all costs,



charges, expenses, liabilities, claims, damages, litigations, suits, judgments and/or

otherwise howsoever, arising out of any illegal or unauthorized use (piracy) or in

connection with any claim or proceedings relating to any breach or violation of any

permission/license terms or infringement of any Intellectual Property Rights by the Bidder

or any sub-Bidder during the course of performance of the Services.

e) In the event of any claim asserted by a third party of infringement of trademark, trade names,

copy right, patent, intellectual property rights or industrial design rights arising from the use

of the products supplied by the BIDDER or any part thereof in India, the BIDDER shall act

expeditiously to extinguish such claim. If the BIDDER fails to comply and the BANK is

required to pay compensation to a third party resulting from such infringement, the BIDDER

shall be responsible for the compensation including all expenses, court costs and lawyer

fees. The BANK will give notice to the BIDDER of such claim, if it is made, without delay.

7. Indemnity

The Vendor shall indemnify the Bank, and shall keep indemnified and hold the Bank harmless from and

against any and all losses, liabilities, claims, actions, costs and expenses (including attorneys' fees)

incurred/may be incurred by the Bank and also those relating to, resulting from or in any way arising out

of any claim, suit or proceeding brought against the Bank including by a third party as a result of:

1) An act or omission of the Vendor, its employees, agents and sub-contractors in the performance

of the obligations under the contract and/ or

2) Claims against the Bank and/or any legal proceedings made by employees or other persons who

are deployed by the Vendor and/or by any statutory/regulatory/ govt. authority and/or

3) Breach of any terms of the Contract and/or the Service level Agreement to be executed by the

Vendor and/or breach of any representation or warranty and/or.

4) Violation of the Confidentiality obligations by the Vendor and/or its officials/employees or any

other person employed by them in connection with the Contract and/or.



5) Breach of any of the terms of the Contract and/or Service level Agreement by the subcontractors,

if subcontracting of any part is permitted by Bank and/or

6) The Software/Deliverables supplied not being properly licensed one and/or

7) Any breach of IPR violations by the Vendor including those of the

Software/Deliverables/Materials supplied to the Bank and/or services rendered by the Vendor.

It is clarified that there shall not be any cap on the liability of the Vendor under the Indemnity and the

aforementioned obligations shall survive termination of contract.

a) The Contractor shall execute and furnish to the Purchaser/ Bank of India, a deed of

indemnity in favor of the Purchaser/Bank of India in a form and manner, as given in

Annexure-1 (Form No 4), indemnifying the Purchaser/Bank of India its directors,

employees, agents and representatives from and against any costs, loss, damages, expense,

claims, litigations, suits, actions, judgments, and/or otherwise including but not limited to

those from third parties or liabilities of any kind howsoever suffered, arising out of or

incurred inter alias during and after the Contract period including but not limited to third-

party claims due to infringement of patent, trademark, Intellectual Property Rights, copy-

rights or industrial drawings and designs arising from use of the services or any part thereof

and/or otherwise and / or due to breach of confidentiality obligations.

8. Contract Amendments

No variation in or modification of the terms of the Contract shall be made except by written

mutual consent signed by both the Parties i.e. the Contractor and Purchaser/ Bank of India.



9. Delay in the Vendor’s/Bidder’s Performance

a) Performance of the Contract shall be made by the Contractor in accordance with the time

schedule specified by Bank of India

b) A delay by the Contractor in the performance of its Contract obligations shall render the

Contractor liable to any or all the following sanctions:

i. Invocation of its performance guarantee

ii. Imposition of liquidated damages, and/or

iii. Termination of the Contract for default

c) If at any time during performance of the Contract, the Contractor encounter conditions

impeding timely completion of the Service(s) under the Contract and performance of

Service(s) / System, the Contractor shall promptly notify Bank of India in writing of the

fact of the delay, its likely duration and its causes. As soon as practicable after receipt of

the Contractor’s notice, Bank of India shall evaluate the situation and may at its discretion

extend the Contractor’s time for performance, in which case the extension shall be ratified

by the Parties by amendment of the Contract.

10. Payment Terms

a) Payment will be made on the basis for the bulk email services rendered to Bank of India

against the Service Provider’s Invoice for the completion of phases mentioned below.

b) 10% of cost of Software + hardware Fee shall be paid post POC within thirty (30) days of

signing of the Contract and upon submission of claim against a simple receipt and a Bank

Guarantee for the equivalent amount valid until all the Products are delivered, installed

and commissioned and in the form provided in the bidding documents.

c) 50% of cost of Software + hardware Fee Post POC on successful installation, acceptance

by the Bank and successful broadcasting of Promotional emails Proposed.

d) 30% of cost of Software + hardware Fee Post POC on successful installation, acceptance

by the Bank and successful broadcasting of transactional emails proposed.



e) 10% of cost of software + hardware Fee Post POC, after satisfactory on-site support and

services acceptance by the bank after 3 months of successful broadcasting of Promotional

and transactional emails

11. Taxes and Duties

i. Bidder will be entirely responsible for all applicable taxes, duties, levies, imposts, costs,

charges, license fees, road permits etc., in connection with delivery of equipment at site

including incidental services and commissioning. Payment of Octroi /entry tax, if

applicable, will be made at actual, on production of suitable evidence of payment by the

Bidder.

ii. Income / Corporate taxes in India: The Bidder shall be liable to pay all corporate taxes

and income tax that shall be levied according to the laws and regulations applicable from

time to time in India and the Price Bid by the Bidder shall include all such taxes in the

Contract price.

iii. Tax deduction at Source: Wherever the laws and regulations require deduction of such

taxes at the source of payment, Purchaser shall effect such deductions from the payment

due to the Bidder. The remittance of amounts so deducted and issuance of certificate for

such deductions shall be made by Purchaser as per the laws and regulations in force.

Nothing in the Contract shall relieve the Bidder from his responsibility to pay any tax that

may be levied in India on income and profits made by the Bidder in respect of this

Contract.

iv. The Bidder’s staff, personnel and labor will be liable to pay personal income taxes in India

in respect of such of their salaries and wages as are chargeable under the laws and

regulations for the time being in force, and the Bidder shall perform such duties in regard

to such deductions thereof as may be imposed on him by such laws and regulations.



v. The Bidder shall also be responsible for having his sub-Bidder(s) under this sub-

contract(s) on account of payment received by the sub-Bidder(s) from the Bidder for

works done under the sub-Bidder(s) for which Purchaser will in no case bear any

responsibility, if sub-contract(s) is allowed by the purchaser expressly. It shall be the

responsibility of the Bidder to submit to the concerned Indian authorities the returns and

all other connected documents required for this purpose. The Bidder shall also provide

the Purchaser such information, as it may be required in regard to the Bidder’s details of

payment made by the Purchaser under the Contract for proper assessment of taxes and

duties. The Bidder and his sub-Bidder(s) or their personnel shall bear all the taxes if any,

levied on the Bidder’s, sub-Bidder’s and Bidder’s personnel. The amount of tax withheld

by the Purchaser shall at all times be in accordance with Indian Tax Law and the Purchaser

shall promptly furnish to the Bidder original certificates (Challans) for tax deduction at

source and paid to the Tax Authorities.

vi. The Bidder agrees that he and his sub-Bidder(s) shall comply with the Income-tax Act in

force from time to time and pay Income -tax, as may be imposed / levied on them by the

Indian Income Tax Authorities, for the payments received by them for the works under

the Contract.

vii. Should the Bidder fail to submit returns/pay taxes in times as stipulated under the Income

-tax Act and consequently any interest or penalty is imposed by the Income-tax authority,

the Bidder shall indemnify Purchaser against any and all liabilities or claims arising out

of this Contract for such taxes including interest and penalty any such Tax Authority may

assess or levy against the Purchaser/ Bidder.

viii. The Purchaser shall if so required by applicable laws in force, at the time of payment,

deduct income tax payable by the Bidder at the rates in force, from the amount due to the

Bidder and pay to the concerned tax authority directly.



12. Liquidated Damages

a) If the Contractor fails to deliver any or all of the Service(s)/Systems or perform the Services

within the time period(s) specified in the Contract/Agreement, Bank of India/ Purchaser

shall, without prejudice to its other rights and remedies under and in accordance with the

Contract/Agreement, deduct from the Contract price, as liquidated damages, a sum

equivalent to 1% per week or part thereof of Contract price subject to maximum deduction

of 10% of the order value of the delayed Service(s) or unperformed Service(s) or

interrupted Service(s). In case of undue delay beyond a period of 15 days unless otherwise

waived by the Bank of India / Purchaser, Purchaser may consider termination of the

Contract.

b) If the Contractor repudiates the Contract before completion of the Services, Bank of India

/the Purchaser may without prejudice to any other right or remedy available to Bank of

India /the Purchaser as under the Contract recover from the Contractor, as ascertained and

agreed liquidated damages and not by way of penalty:

c) Bank of India/the Purchaser shall be without prejudice to its right to effect recovery by any

other method, deduct the amount of liquidated damages from any money belonging to the

Contractor in its hands (which includes Bank of India's/ the Purchaser’s right to claim such

amount against Contractor's Bank Guarantee) or which may become due to the Contractor

or within its right to deduct the said amount from the contract price. Any such recovery or

liquidated damages shall not in any way relieve the Contractor from any of its obligations

to complete the works / service(s) or from any other obligations and liabilities under the

Contract/Agreement.

13. Resolution of Disputes

The Parties shall use their best efforts to amicably settle all disputes arising out of or in

connection with the Contract/Agreement in the following manner:

a. The Party raising the dispute shall address to the other Party a notice requesting an amicable



settlement of the dispute within seven (7) days of receipt of the notice.

[•] The matter will be referred for negotiation between Deputy General Manager

(Information Technology Department) of Bank of India /the Purchaser and authorized

person nominated by the Contractor. They shall then resolve the matter and the agreed

course of action documented within a further period of 15 days.

The Parties agree that any dispute between the Parties, which cannot be settled by negotiation

in the manner, described above, may be resolved exclusively by arbitration and such dispute

may be submitted by either party to arbitration within 20 days of the failure of negotiations.

Arbitration shall be held in Mumbai, India and conducted in accordance with the provision of

Arbitration and Conciliation Act, 1996 or any statutory modification or re-enactment thereof.

Each Party to the dispute shall appoint 1 arbitrator each and the two arbitrators shall jointly

appoint the third or the presiding arbitrator. The arbitration proceedings shall be conducted in

the English language. Subject to the above, the courts of law at Mumbai alone shall have the

jurisdiction in respect of all matters connected with the Contract/Agreement. The arbitration

award shall be final, conclusive and binding upon the Parties and judgment may be entered

thereon, upon the application of either party to a court of competent jurisdiction. Each Party

shall bear the cost of preparing and presenting its case, and the cost of arbitration, including

fees and expenses of the arbitrators, shall be shared equally by the Parties unless the award

otherwise provides.

The Contractor shall not be entitled to suspend the service(s) or the completion of the job,

pending resolution of any disputes between the Parties and shall continue to render the

Service(s) in accordance with the provisions of the Contract/Agreement notwithstanding the

existence of any dispute between the Parties or the subsistence of any arbitration or other

proceedings.

The provision under this section survives the Contract/Agreement.

14. ‘NO CLAIM’ Certificate

The Contractor shall not be entitled to make any claim, whatsoever, against Bank of India,

under or by virtue of or arising out of, the Contract/Agreement, nor shall Bank of India

entertain or consider any such claim, if made by the Contractor after he has signed a ‘No



Claim’ Certificate in favor of Bank of India in such forms as shall be required by Bank of

India after the works are finally accepted.

15. Survival

a) Any provision of the Contract/Agreement which, either expressly or by implication,

survive the termination or expiration of the Contract/Agreement, shall be complied with

by the Parties including that of the provisions of indemnity, confidentiality, non-disclosure

in the same manner as if the present Contract/Agreement is valid and in force and effect.

b) The provisions of the clauses of the Contract/Agreement in relation to Documents, data,

processes, property, Intellectual Property Rights, indemnity, publicity and confidentiality

and ownership survive the expiry or termination of the Contract/Agreement and in relation

to confidentiality, the obligations continue to apply unless Bank of India/ the Purchaser

notifies the Contractor of its release from those obligations.

16. No Agency

The Service(s) of the Contractor herein shall not be construed as any agency of Bank of India/

the Purchaser and there shall be no principal agency relationship between Bank of India and

the Contractor in this regard.

17. No Set-off, counter-claim and cross claims.

In case the Contractor/ has any other business relationship with Bank of India/ the Purchaser,

no right of set-off, counter-claim and cross-claim and or otherwise will be available under this

Contract/Agreement to the Contractor/ for any payments receivable under and in accordance

with that business.

18. Key Performance Measurements

Broadcasting 1 Lakhs Emails per hour/per IP address

Bulk email software should be capable of sending around 1 Lakhs Emails per hour/per IP

address. Software should be able to provide the progress / completed report.



Advanced HTML Editor:

Features of high-end and easy to use HTML editor with bulk email software for composing

HTML Emails, it’s almost similar to an advanced work processor and can use different fonts,

font sizes, colours, images, links, tables etc… to make email campaign very attractive. The

preview option should allow users to view the composed email in live. The advanced spell

checker feature should allow it to make email error free.

Import from Excel/CSV file format:

Bulk email software should be capable of importing more than 100000 contacts in 10 minutes

time from excel files or from any other database in CSV format.

Real Time Email Tracking and Reporting

Tracking email campaign should be very simple and hassle free. Software should have the

feature to find out the active campaign, completed campaign information and statistic about

campaign start time, completed time, number of emails sent, number of emails accepted,

number of emails bounced, number of emails in queue and number of users opens and reads

the email and how many of them click links in email campaign, viewing and downloading

their email IDs for concentrate more on them as they are the real prospects.

Email Personalization

Feature to personalize each email with the receiver’s name, company, place, address etc.

Should be available in the product so that it will increase the inbox delivery and excite

subscriber.

Bulk email software should have the facility to create unlimited number of custom data fields

like place, company etc… to import all these details of a subscriber while importing customers

Email ID for email personalization option.



Automatic Bounce Process

Bulk Email Software should be able to get a detailed bounce report with soft and hard bounce

separation, and bulk email software should be capable of automatically removing all hard

bounced emails from the email list.

Unsubscribe Option

Bulk email software should handle all Unsubscribe requests automatically. Software should

have option to insert Unsubscribe link in all email, when the users submit unsubscribe request

the system should automatically mark it as Unsubscribed.

Unlimited Number of Email Marketing Campaigns

Software should create and store unlimited number of email campaigns and can use whenever

needed to send that.

Unlimited Number of Email List and Contacts

Bulk Email Software should have the capabilities of creating unlimited number of email list

and unlimited number of contacts under each email list, should be able to categories list based

on place, nature of business, category etc.

Email Scheduling

Bulk Email Software should create and schedule email campaigns in advance for future dates,

it can be weeks, months or years. When the day comes, bulk email software should

automatically send the email to the specified bulk email lists.

Special Broadcasting Option

Software should be capable of sending unique PROMO CODE for a customer i.e. one to one

special sending option in promotional emails.

Free and Unlimited Image Hosting

Bulk Email software should have the features of unlimited image hosting.



19. Commencement and Progress

The Contractor/ shall proceed to carry out the Service(s) with diligence and care in accordance

with any stipulation as to the time, manner, mode, and method of execution contained in the

Contract/Agreement and shall meet the standards of good industry practice.

20. Statutory Requirements:

During the tenure of the Contract/Agreement nothing shall be done by the Contractor in

contravention of any law, act and/ or rules/regulations, there under or any amendment thereof

governing inter-alia customs, foreign exchange, etc., and shall keep Bank of India/ the

Purchaser, its directors, officers, employees, representatives, agents and consultants

indemnified in this regard. The Contractor / shall procure any further approvals, consents as

may be deemed necessary due to change in the applicable law or regulatory framework. The

Contractor / shall maintain accounts and relevant records as per the requirements of Reserve

Bank of India Master Circular on outsourcing.

21. Bank of India’s/ Purchaser’s Right of Inspection and Periodic Audit

a) Bank of India/ the Purchaser reserves the right to inspect and monitor/assess the progress

of the Services at any time during the course of the Contract/Agreement. The Purchaser

may demand and upon such demand being made, Bank of India/ the Purchaser shall be

provided with any document, data, material or any other information, which it may require,

to enable it to assess the progress of the Services.

b) Bank of India/ the Purchaser shall also have the right to conduct, either itself or through

another agency as it may deem fit, an audit to monitor the performance by the Contractor/

of its obligations/functions in accordance with the standards committed to or required by

Bank of India/ the Purchaser and the Contractor/ undertakes to cooperate with and provide

to Bank of India/ the Purchaser/ any other agency appointed by the Purchaser, all

documents and other details as may be required by them for this purpose. Any deviations

or contravention identified as a result of such audit/assessment would need to be rectified



by the Contractor/ failing which Bank of India/ the Purchaser may, without prejudice to

any other rights that it may have, issue a notice of default.

c) It is expressly agreed that nothing stated herein above shall in any way release or discharge

the Contractor/ from any warranty or other obligations / liabilities under and in accordance

with the Contract/Agreement.

d) Vendor shall keep complete and accurate records of its activities in connection with the

said contract. Vendor shall provide such details/information as may be called for by the

Bank and/or the Reserve Bank of India (RBI) and also allow the Bank and RBI, their

auditors, officers for inspecting, examining and auditing Vendor’s records, whenever

required by Bank/RBI. Vendor will co-operate with the RBI/Bank’s internal or external

auditor to assure a prompt and accurate audit. If the Bank permits the Vendor to outsource

any of the activities under this contract (which shall always be in writing), the Vendor

shall ensure that necessary agreement is entered into with the Agency engaged for such

purpose and such agreement shall also contain necessary mandate by the said outsourced

agency interlaid agreeing for production of documents called for, inspection and audit of

their premises and books by RBI and / or the Bank and any Agencies engaged by the Bank

and / or by the RBI. Vendor shall also correct any practices which are found to be deficient

if pointed out by the RBI/Bank. The Vendor is aware that failure to provide the

information called for within the stipulated time to the Bank/RBI may result in RBI

imposing fine on the Bank /Vendor and the Vendor agrees that all such fine shall be paid

by the Vendor irrespective of whether such fine is levied on the Bank or the Vendor.

Payment of fine by Vendor, shall not affect the right of the Bank/RBI to take other actions

against the Vendor.

22. Contract Prices

Prices payable as stated in the Contract/Agreement shall be firm and not subject to adjustment

during performance of the Contract/Agreement, irrespective of reasons whatsoever, including

exchange rate fluctuations, changes in taxes, duties, levies, charges, etc.



23. Information Security:

a) The Contractor/ and its personnel shall not carry any written material, layout, diagrams,

floppy diskettes, hard disk, storage tapes or any other media out of Bank of India’s/

Purchaser’s premises without written permission from Bank of India/ the Purchaser.

b) The Contractor/ personnel shall follow Bank of India’s/ the Purchaser’s information

security policy and instructions in this behalf.

c) The Contractor/ acknowledges that Bank of India’s/ the Purchaser’s business data and

other proprietary information or materials, whether developed by Bank of India/ the

Purchaser or being used by Bank of India/ the Purchaser pursuant to a license agreement

with a third party (the foregoing collectively referred to herein as “proprietary

information”) are confidential and proprietary to Bank of India/the Purchaser; and the

Contractor/ agrees to use reasonable care to safeguard the proprietary information and to

prevent the unauthorized use or disclosure thereof, which care shall not be less than that

used by Contractor/ to protect its own proprietary information. Contractor/ recognizes that

the goodwill of Bank of India/ the Purchaser depends, among other things, upon

Contractor/ keeping such proprietary information confidential and that unauthorized

disclosure of the same by Contractor/ could damage Bank of India /the Purchaser. By

reason of Contractor’s/‘s duties and obligations hereunder, Contractor/ may come into

possession of such proprietary information, even though the Contractor/ does not take any

direct part in or furnish the Service(s) performed for the creation of said proprietary

information and shall limit access thereto to employees with a need to such access to

perform the Services required by the Contract/Agreement. Contractor/ shall use such

information only for the purpose of performing the Service(s).

d) Contractor/ shall, upon termination of the Contract/Agreement for any reason, or upon

demand by Bank of India/ Purchaser, whichever is earliest, return any and all information

provided to Contractor/ by Bank of India/the Purchaser, including any copies or

reproductions, both hardcopy and electronic.



24. Ownership and Retention of Documents

a) Bank of India/ the Purchaser shall own the documents, prepared by or for the Contractor

arising out of or in connection with the Contract/Agreement.

b) Forthwith upon expiry or earlier termination of the Contract/Agreement and at any other

time on demand by Bank of India/the Purchaser, the Contractor shall deliver to Bank of

India/the Purchaser all documents provided by or originating from Bank of India/ the

Purchaser and all documents produced by or from or for the in the course of performing

the Service(s), unless otherwise directed in writing by Bank of India/ the Purchaser at no

additional cost. The Contractor/ shall not, without the prior written consent of Bank of

India/ the Purchaser store, copy, distribute or retain any such Documents.

25. Data Ownership

By virtue of the Contract/Agreement, the Contractor’s/ ‘s team may have access to personal

and business information of Bank of India/ the Purchaser and/or a third party or any taxpayer,

any other person covered within the ambit of any Income tax legislation. Bank of India/ the

Purchaser have the sole ownership of and the right to use, all such data in perpetuity including

any data or other information pertaining to the subscriber that may be in the possession of the

Contractor or Contractor’s/’s team in the course of performing the Service(s) under the

Contract/Agreement.

26. Representations and Warranties

a) In order to induce Bank of India/the Purchaser to enter into the Contract/Agreement, the

Contractor hereby represents and warrants as of the date hereof, which representations and

warranties shall survive the term and termination hereof, the following.

i. That the Contractor is a company which has the requisite qualifications, skills, experience

and expertise in providing Information and Communication Technology (ICT) and other

Service(s) contemplated hereunder to third parties, the technical know-how and the financial

wherewithal, the power and the authority to enter into the Contract / Agreement and provide

the Service(s)/Systems sought by Bank of India/ the Purchaser.



ii. That the Contractor/ is not involved in any major litigation, potential, threatened and existing,

that may have an impact of affecting or compromising the performance and delivery of

Service(s) /Systems under the Contract/Agreement.

iii. That the representations made by the Contractor/ in its Bid are and shall continue to remain

true and fulfill all the requirements as are necessary for executing the duties, obligations and

responsibilities as laid down in the Contract/Agreement and the Bid Documents and unless

Bank of India/ the Purchaser specifies to the contrary, the Contractor shall be bound by all

the terms of the Bid.

iv. That the Contractor/ has the professional skills, personnel and resources/authorizations that

are necessary for providing all such services as are necessary to perform its obligations under

the Bid and this Contract/Agreement.

v. That the Contractor shall ensure that all assets including but not limited to software, licenses,

Databases, documents, etc. developed, procured, deployed and created during the term of the

Contract/Agreement are duly maintained and suitably updated, upgraded, replaced with

regard to contemporary and statutory requirements.

vi. That the Contractor/ shall use such assets of Bank of India/ the Purchaser as the Purchaser

may permit for the sole purpose of execution of its obligations under the terms of the Bid,

Tender or the Contract/Agreement. The shall however, have no claim to any right, title, lien

or other interest in any such property, and any possession of property for any duration

whatsoever shall not create any right in equity or otherwise, merely by fact of such use or

possession during or after the term hereof.

vii. That the Contractor shall procure all the necessary permissions and adequate approvals and

licenses for use of various software and any copyrighted process/product free from all claims,

titles, interests and liens thereon and shall keep Bank of India/ the Purchaser, its directors,

officers, employees, representatives, consultants and agents indemnified in relation thereto.

viii. That all the representations and warranties as have been made by the Contractor with respect

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

correct through the term of the Contract.



ix. That the execution of the Service(s) herein is and shall be in accordance and in compliance

with all applicable laws as amended from time to time and the regulatory framework

governing the same.

x. That there are – (a) no legal proceedings pending or threatened against Contractor/ or any sub

/third party or its team which adversely affect/may affect performance under this

Contract/Agreement; and (b) no inquiries or investigations have been threatened, commenced

or pending against the Contractor/ or any sub- / third part or its team members by any

statutory or regulatory or investigative agencies.

xi. That the Contractor/ has the professional skills, personnel and resources/authorizations that

are necessary for providing all such services as are necessary to perform its obligations under

the Bid and this Contract/Agreement.

xii. That the Contractor shall ensure that all assets including but not limited to software, licenses,

Databases, documents, etc. developed, procured, deployed and created during the term of the

Contract/Agreement are duly maintained and suitably updated, upgraded, replaced with

regard to contemporary and statutory requirements.

xiii. That the Contractor/ shall use such assets of Bank of India/ the Purchaser as the Purchaser

may permit for the sole purpose of execution of its obligations under the terms of the Bid,

Tender or the Contract/Agreement. They shall however, have no claim to any right, title, lien

or other interest in any such property, and any possession of property for any duration

whatsoever shall not create any right in equity or otherwise, merely by fact of such use or

possession during or after the term hereof.

xiv. That the Contractor shall procure all the necessary permissions and adequate approvals and

licenses for use of various software and any copyrighted process/product free from all claims,

titles, interests and liens thereon and shall keep Bank of India/ the Purchaser, its directors,

officers, employees, representatives, consultants and agents indemnified in relation thereto.

xv. That all the representations and warranties as have been made by the Contractor with respect

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

correct through the term of the Contract.



xvi. That the execution of the Service(s) herein is and shall be in accordance and in compliance

with all applicable laws as amended from time to time and the regulatory framework

governing the same.

xvii. That there are – (a) no legal proceedings pending or threatened against Contractor/ or any

sub /third party or its team which adversely affect/may affect performance under this

Contract/Agreement; and (b) no inquiries or investigations have been threatened, commenced

or pending against the Contractor/ or any sub- / third part or its team members by any

statutory or regulatory or investigative agencies.

xviii. That the has the corporate power to execute, deliver and perform the terms and provisions

of the Contract/Agreement and has taken all necessary corporate action to authorize the

execution, delivery and performance by it of the Contract/Agreement.

xix. That all conditions precedent under the Contract/Agreement has been complied.

xx. That neither the execution and delivery by the Contractor of the Contract/Agreement nor the

Contractor’s/’s compliance with or performance of the terms and provisions of the

Contract/Agreement (i) will contravene any provision of any applicable law or any order,

writ, injunction or decree of any court or governmental authority binding on the Contractor/

(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 Contractor/ 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 Contractor/ .

xxi. That the Contractor/ certifies that all registrations, recordings, filings and notarizations of

the Contract/Agreement and all payments of any tax or duty, including without limitation

stamp duty, registration charges or similar amounts which are required to be effected or made

by the Contractor which is necessary to ensure the legality, validity, enforceability or

admissibility in evidence of the Contract/Agreement have been made.

xxii. That the Contractor/ confirms that there has not and shall not occur any execution,

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

Bank of India/ the Purchaser, which may directly or indirectly have a bearing on the

Contract/Agreement or Service(s).



xxiii. That the Contractor/ 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 Property Rights,

which are required or desirable for the Service(s) and the Contractor/ 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 Contractor/

or which the Contractor/ is licensed to use, which are material in the context of the

Contractor/‘s business and operations are being infringed nor is there any infringement or

threatened infringement of those Intellectual Property or Intellectual Property Rights licensed

or provided to the Contractor/ by any person. All Intellectual Property Rights (owned by the

Contractor/ or which 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 Bank of India, its directors,

officers, employees, agents, representatives and consultants indemnified in relation thereto.

xxiv. That the Contractor owns or has good, legal or beneficial title, or other interest in, to the

property, assets and revenues of the Contractor 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.

xxv. That the Contractor shall procure insurance policies for all its present and future property

and assets that are developed, procured and created during the term of this Contract with

financially sound and reputable insurers to the satisfaction of the Purchaser and shall pay all

premium in relation thereto and shall ensure that nothing is done to make such insurance

policies void or voidable. The Contractor shall also furnish to the Purchaser a certificate

evidencing such insurance, risks covered, names of beneficiaries, expiration dates, names of

insurers and all other features of the insurance policy, both original and renewed and shall

keep the same alive during the term of this Contract.



xxvi. That the Contractor is validly constituted and existing under the applicable laws.

27. Confidentiality/Non-disclosure

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

Party, under the Contract/Agreement, and the strictest of confidence shall be maintained in

respect of such Confidential Information. The Parties also agree:

i. To maintain and use the Confidential Information only for the purposes of the

Contract/Agreement as permitted herein;

ii. To only make copies as specifically authorized by the prior written consent of the other

party and with the same confidential or proprietary notices as may be printed or

displayed on the original;

iii. To restrict access and disclosure of Confidential Information to such of their

employees, agents, Contractors, and strictly on a „need to know basis’, to maintain

confidentiality of the Confidential Information disclosed to them in accordance with

this Clause; and

iv. To treat Confidential Information as confidential for a period of [five (5)] years from

the date of receipt. In the event of earlier termination of the Contract/Agreement, the

Parties hereby agree to maintain the confidentiality of the Confidential Information for

a further period of [three (3)] years from the date of such termination.

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

disclosure and confirmed as such in writing within 30 (thirty) days of such disclosure.

Confidential Information does not include information which:

i. The recipient knew or had in its possession, prior to disclosure, without limitation on

its confidentiality;

ii. Is independently developed by the recipient without breach of the Contract/Agreement;



iii. Information in the public domain as a matter of law;

iv. Is received from a third party not subject to the obligation of confidentiality with

respect to such information;

v. Is released from confidentiality with the written consent of the other Party.

The recipient shall have the burden of proving that Clauses (i) or (ii) above are applicable to

the information in the possession of the recipient.

By virtue of awarding the Contact to the selected Vendor and in the course of its performance,

the Vendor may have access to the Confidential Information of the Bank and its Customers.

The Vendor is aware that Confidential Information is valuable Information of the Bank and

any disclosure of which would cause irreparable loss and damage to the Bank for which

monetary compensation may not be adequate and accordingly the Vendor agrees and

undertakes to hold the Confidential Information as confidential and shall not disclose the same

including to any third party and the Vendor also agrees that its employees, agents, sub-

contractors shall also maintain Confidentiality of the Confidential Information. The Vendor

agrees that it shall neither use, nor reproduce for use in any way, any Confidential Information

of the Bank. The Vendor agrees to protect the Confidential Information of the Bank with at

least the same standard of care and procedures used by them to protect its own Confidential

Information of similar importance. Without limitation of the foregoing, the Vendor shall advise

the Bank immediately in the event that the Vendor learns or has reason to believe that any

person who has had access to Confidential Information has violated or intends to violate the

terms of this Agreement, the Vendor shall immediately seek injunctive relief against any such

person, at the Vendors cost and expenses. If the Vendor hires another person to assist it in the

performance of its obligations under the Contract, or assigns any portion of its rights or

delegates any portion of its responsibilities or obligations under this Agreement to another

person, it shall cause its assignee or 62delegate to be bound by the confidentiality of the

Confidential Information in the same manner as the Vendor is bound to maintain the

confidentiality.



For the purpose of this clause “Confidential Information” shall mean all nonpublic

information, of the Bank and its customers which is accessible by or is available to the Vendor

directly or indirectly, whether in writing, oral, graphic, visual or any other tangible, intangible

or electronic form including, without limitation, any and all information relating to the Bank’s

staff or its clients/customers (whether past, present, or future), financial data, financial results

and projections, costs and prices, details of Banks employees and consultants (past, present or

prospective), technologies, technical and business strategies, business and marketing plans,

marketing and sales techniques, pricing and other strategies, computer programs, software

tools, source codes, object codes, protocols, product descriptions, development schedules,

Software positioning, choices of Software names, trade secrets or know how, customer

information and Intellectual Property Rights (defined later) as well as any such information not

generally known to third parties or received from others.

Notwithstanding the foregoing, the Parties acknowledge that the nature of the Service(s) to be

performed under this Contract/Agreement may require the Contractor’s personnel to be present

on premises of Bank of India/the Purchaser or may require the Contractor’s/ Contractor’s

personnel to have access to computer networks and databases of Bank of India/ the Purchaser

while on or off premises of Bank of India/the Purchaser. It is understood that it would be

impractical for Bank of India/ the Purchaser to monitor all information made available to the

Contractor under such circumstances and to provide notice to the Contractor of the

confidentiality of all such information. Therefore, the Contractor agrees that any technical or

business or other information of the Contractor/ Purchaser that the Contractor’s personnel, sub-

Contractors, or agents acquire while on the Bank of India’s/ Purchaser premises, or through

access to Bank of India’s/ the Purchaser computer systems or databases while on or off Bank

of India’s/ the Purchaser premises, shall be deemed Confidential Information.

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

disclosing Party. Upon termination of the Contract/Agreement, Confidential Information shall

be returned to the disclosing Party or destroyed, if incapable of return. The destruction shall be

witnessed and so recorded, in writing, by an authorized representative of each of the Parties.

Nothing contained herein shall in any manner impair rights of Bank of India/ the Purchaser in

respect of the Systems, Service(s), and Documents etc.



In the event that any of the Parties hereto becomes legally compelled to disclose any

Confidential Information, such Party shall give sufficient notice to the other Party to enable the

other Party to prevent or minimize to the extent possible, such disclosure. Neither party shall

disclose to a third party any Confidential Information or the contents of the

Contract/Agreement without the prior written consent of the other Party. The obligations of

this Clause shall be satisfied by handling Confidential Information with the same degree of

care, which the receiving Party applies to its own similar confidential information but in no

event less than reasonable care. The obligations of this Clause shall survive the expiration,

cancellation or termination of this Contract/Agreement.

The provision of this clause shall survive termination of the Contract/Agreement till such

Confidential Information enters public domain.

28. Termination

(a) Bank of India/ the Purchaser, reserves the right to terminate the Contract/Agreement

and recover expenditure incurred by the bank by giving the Contractor a prior and written

notice of 90 days indicating its intention to terminate the Contract/Agreement under the

following amongst other circumstances:

i. Where it comes to Bank of India’s/ the Purchaser’s attention that the Contractor/ (or

the Contractor’s team) is in a position of actual conflict of interest with the interests of

Bank of India /the Purchaser, in relation to any of terms of the Contractor’s Bid or the

Contract/Agreement.

ii. Where the Contractor’s ability to survive as an independent corporate entity is

threatened or is lost owing to any reason whatsoever, including inter-alia the filing of

any bankruptcy proceedings against the Contractor, any failure by the Contractor to

pay any of its dues to its creditors, the institution of any winding up proceedings against

the Contractor or the happening of any such events that are adverse to the commercial

viability of the Contractor.



iii. In the event of the happening of any events of the above nature, Bank of India/ the

Purchaser shall reserve the right to take any steps as are necessary, to ensure the

effective transition of the Service(s) to the next successor Contractor, and to ensure

business continuity.

iv. The progress regarding execution of the contract, made by the selected Bidder is found

to be unsatisfactory.

v. If the delivery of xxx delayed by more than two weeks from the due date of delivery/if

deductions on account of liquidated Damages exceeds more than 5% of the total

contract value.

vi. If the selected bidder fails to complete the due performance of the contract in

accordance with the agreed terms and condition.

vii. An attachment is levied or continues to be levied for a period of 7 days upon effects of the

tender.

viii. Bidder failing to execute the contract document.

(b) Termination for Insolvency: Bank of India/ the Purchaser may at any time terminate

the Contract/Agreement by giving written notice of 07 days to the Contractor/ indicating its

intention to terminate the Contract/Agreement, without compensation to the Contractor, if the

Contractor becomes bankrupt or otherwise insolvent, provided that such termination will not

prejudice or affect any right of action or remedy which has accrued or will accrue thereafter

to Bank of India/the Purchaser.

I Termination for Default: Bank of India/ the Purchaser, without prejudice to any other right

or remedy for breach of Contract, by a written notice of 90 days to the Contractor/ Contractor

indicating its intention to terminate the Contract/Agreement and also specify the nature and

type of default, may terminate the Contract/Agreement in whole or in part.

(d) Termination for other than Default: Bank of India/ the Purchaser, without prejudice to

any other right or remedy, by a written notice of 30 days after first 3 years of Contract

indicating its intention to terminate the Contract/Agreement and may terminate the

Contract/Agreement in whole or in part. It is hereby clarified that the termination for



convenience shall be without any compensation to the Vendor and in case of termination for

any reason, the Bank shall not be liable to pay any fee/consideration for the contract which is

not performed. It is also clarified that the Vendor shall not be entitled to terminate the contract.

29. Consequences of Termination

a) In the event of termination of the Contract/Agreement due to any cause whatsoever,

[whether consequent to the stipulated term of the Contract/Agreement or otherwise], Bank

of India/ the Purchaser shall be entitled to impose any such obligations and conditions and

issue any clarifications as may be necessary to ensure an efficient transition and effective

business continuity of the Service(s) which the Contractor shall be obliged to comply with

and take all available steps to minimize loss resulting from that termination/breach, and

further allow the next successor Contractor/ to take over the obligations of the erstwhile

Contractor in relation to the execution/continued execution of the scope of the

Contract/Agreement.

b) In the event that the termination of the Contract/Agreement is due to the expiry of the term

of the Contract/Agreement, a decision not to grant any (further) extension by Bank of

India/ the Purchaser, the Contractor herein shall be obliged to provide all such assistance

to the next successor Contractor or any other person as may be required and as Bank of

India/ the Purchaser may specify including training, where the successor(s) is a

representative/personnel of Bank of India/the Purchaser to enable the successor to

adequately provide the Service(s) hereunder, even where such assistance is required to be

rendered for a reasonable period that may extend beyond the term/earlier termination

hereof.

c) Where the termination of the Contract/Agreement is prior to its stipulated term on account

of a default on the part of the Contractor or due to the fact that the survival of the

Contractor as an independent corporate entity is threatened/has ceased, Bank of India/ the

Purchaser shall pay the Contractor for that part of the Service(s) which have been

authorized by Bank of India/ the Purchaser and satisfactorily performed by the Contractor

up to the date of termination, without prejudice to any other rights, Bank of India/the

Purchaser may retain such amounts from the payment due and payable by Bank of India/

the Purchaser to the Contractor as may be required to offset any losses caused to Bank of

India/ the Purchaser as a result of any act/omissions of the Contractor. In case of any loss



or damage due to default on the part of the Contractor in performing any of its obligations

with regard to executing the Service(s) under the Contract/Agreement, the Contractor shall

compensate Bank of India/the Purchaser for any such loss, damages or other costs,

incurred by Bank of India/ the Purchaser. Additionally, the sub-Contractor / other

members of its team shall continue to perform all its obligations and responsibilities under

the Contract/Agreement in an identical manner as were being performed hitherto before

in order to execute an effective transition and to maintain business continuity. All third

parties shall continue to perform all/any functions as stipulated by Bank of India/ the

Purchaser and as may be proper and necessary to execute the service(s) under the

Contract/Agreement in terms of the Contractor’s Bid and the Contract/Agreement.

d) Nothing herein shall restrict the right of Bank of India/ the Purchaser to invoke the

Performance Bank Guarantee and other guarantees, securities furnished, enforce the Deed

of Indemnity and pursue such other rights and/or remedies that may be available to Bank

of India/ the Purchaser under law or otherwise.

e) The termination hereof shall not affect any accrued right or liability of either Party nor

affect the operation of the provisions of the Contract/Agreement that are expressly or by

implication intended to come into or continue in force on or after such termination.

f) In the event of termination of this Agreement for any reason whatsoever, Bank of India

shall have the right to publicize such termination to caution the customers/public from

dealing with the Contractor.

g) Termination survives the Contract/Agreement.

h) Conflict of interest: The Contractor shall disclose to Bank of India/ the Purchaser in

writing, all actual and potential conflicts of interest that exist, arise or may arise (either for

the Contractor’s team) in the course of performing the Service(s) as soon as practical after

it becomes aware of that conflict.

i) Publicity: The Contractor shall not make or permit to be made a public announcement or

media release about any aspect of the Contract/Agreement unless Bank of India/ the

Purchaser first gives the Contractor its prior written consent.



30. Relationship between the Parties:

a) Nothing in the Contract/Agreement constitutes any fiduciary relationship between Bank

of India/the Purchaser and Contractor’s Team or any relationship of employer-employee,

principal and agent, or partnership, between Bank of India/the Purchaser and Contractor

b) No Party has any authority to bind the other Party in any manner whatsoever except as

agreed under the terms of the Contract/Agreement.

c) Bank of India/ the Purchaser has no obligations to the Contractor team except as agreed

under the terms of the Contract/Agreement.

31. No Assignment

The Contract/Agreement cannot be transferred or assigned by the Contractor without the prior

written approval of Bank of India / the Purchaser.

32. Entire Contract

The terms and conditions laid down in the Bid and all annexure thereto shall be read in

consonance with and form an integral part of the Contract/Agreement. This Contract

supersedes any prior Contract, understanding or representation of the Parties on the subject

matter.

33. Governing Law

The Contract/Agreement shall be governed in accordance with the laws of Republic of India. These

provisions shall survive the Contract/Agreement.

The Vendor shall undertake to observe, adhere to, abide by, comply with and notify the Bank about all

laws in force or as are or as made applicable in future, pertaining to or applicable to them, their business,

their employees or their obligations towards them and all purposes of this contract and shall indemnify,

keep indemnified, hold harmless, defend and protect the Bank and its employees/officers/staff/

personnel/representatives/agents from any failure or omission on its part to do so and against all claims or

demands of liability and all consequences that may occur or arise for any default or failure on its part to

conform or comply with the above and all other statutory obligations arising there from.



Further the Vendor shall promptly and timely obtain all such consents, permissions, approvals, licenses,

etc., as may be necessary or required for any of the purposes of this project or for the conduct of their

own business under any applicable Law, Government Regulation/Guidelines and shall keep the same

valid and in force during the term of the project, and in the event of any failure or omission to do so, shall

indemnify, keep indemnified, hold harmless, defend, protect and fully compensate the Bank and its

employees/ officers/ staff/ personnel/ representatives/agents from and against all claims or demands of

liability and all consequences that may occur or arise for any default or failure on its part to conform or

comply with the above and all other statutory obligations arising there from and the Bank will give notice

of any such claim or demand of liability within reasonable time to the Vendor.

The Vendor is not absolved from its responsibility of complying with the statutory obligations as

specified above. Indemnity would not be limited to court awarded damages and shall include indirect,

consequential and incidental damages. Indemnity would cover damages, loss or liabilities suffered by the

Bank arising out of claims made by its customers and/or regulatory authorities.

34. Jurisdiction of Courts

The courts of India at Mumbai have exclusive jurisdiction to determine any proceeding in

relation to the Contract/Agreement. These provisions shall survive the Contract/Agreement.

35. Suspension of Payment to the Contractor

Bank may, by a written notice of suspension, suspend all payments to the Contractor

under the Contract/Agreement, if the Contractor failed to perform any of its Obligations under

the Contract/Agreement, (including the carrying out of the service(s)) provided that such

notice of suspension:

i. Shall specify the nature of the failure; and

ii. Shall request the Contractor to remedy such failure within a specified period from the

date of issue of such notice of suspension.



36. Time Limit for the Commencement of Work

Time limit for commencement of work shall be two (2) weeks from the time of award of

Contract.

37. Period of Contract

(a) The Bulk email services contract will be for a period of 5 years from the operationalization

of the service or award of contract.

38. Proof of Concept

The successful bidder is expected to complete POC i.e. Proof of concept within three month

from the receipt of Letter of Intent from the bank and demonstrate the solution in banks

working environment. If the successful bidder fails to do so, the Bank reserves the right to

approach the L2 bidder for the procurement. All costs related to POC will be borne by the

successful bidder.

39. Treatment of RFP Response –Deviation:

Any deviation/requirements other than once state in the RFP shall be discussed in the pre-

bid meeting and if necessary appropriate addendum/amendment to the RFP shall be put in

place by the bank/purchaser in this regard as it deemed fit. Any deviation/requirement or

pre-condition other than stated in the RFP including addendum/amendment if it form part

of the RFP response shall to that extent be invalid. The successful bidder cannot define and

limit the Scope of Work mentioned in the RFP including addendum/amendment. If it is

necessary to sign the Scope of Work document with successful bidder such scope of work

document shall be an exact replica of the Scope of Work stated in the RFP including

addendum/amendment. If any deviation is noticed thereafter then RFP Scope of Work

mentioned in the RFP including addendum/amendment will be final.



40. Contract Agreement.

The vendor shall execute the Contract/Agreement/Service Level Agreement in the format

devised by the bank.

41. Violation of Terms

Bank shall be entitled to an injunction, restraining order, right for recovery, suit for specific

performance or such other equitable relief as a court of competent jurisdiction may deem

necessary or appropriate to restrain the Vendor from committing any violation or enforce

the performance of the covenants, obligations and representations contained in the

Contract/RFP. These injunctive remedies are cumulative and are in addition to any other

rights and remedies the Bank may have at law or in equity, including without limitation a

right for recovery of the amounts due under this contract and related costs and a right for

damages.

42. Publicity

The Bidder shall not advertise or publicly announce that he is undertaking work for Bank

of India without written consent of Bank of India. In case of non-compliance of this clause

the Bidder will be debarred for participating any future tender / contract for a period of

three years.

43. Variation.

Bank of India may at any time during the contract require the Bidder to revise the

Deliverables, Equipment, Services or Supplies including Completion Date. In an event of

such nature, Bank of India will request the Bidder to state in writing the effect such

variation will have on the work schedule. The Bidder shall furnish these details, in writing,

in two weeks from the receipt of such request.



SECTION 5: SCOPE OF WORK

a) Scope of the Service(s)

1) Bank of India intends engaging service providers (SP) for sending bulk emails from

on-site to its customers.

2) The contract will be for a period of Five years starting from the date of signing of the

contract.

3) The mails sent to individual customers, addressing of the customer will require

personalization like ‘Dear Mr. /Mrs. /Ms. So-and-So’...

4) There will be two types of emails being sent out to customers :

a. Transactional Emails– These are Password protected statements of customers

in PDF format sent out on a daily, weekly, fortnightly, monthly, quarterly, half-

yearly and yearly basis and from time to time. The Bank may use third party

software and would create statements of the customers in PDF format and

provide the same along with the customers’ email addresses in CSV format on

a portable media or will connect to SMTP server being provided by SP. The

SP needs to send the same to the customers through their email delivery system

established onsite and furnish a report on the status of delivery to the Bank for

every batch of emails sent and on time to time.

b. Promotional Emails – Promotional mails have a single text/graphics content

that is common to all the customers. While the content of the mail is the same,

it would be emailed to all the customers indicated in the list. Accordingly, there

should be an Application from the Service Provider, made available at the Bank

on-site in Mumbai using which the desired promotional emails may be

designed and broadcasted. The final broadcasted file format should be in

HTML or Text based on requirement. Promotional Emails broadcasting type

could be one to many or one to one which depend upon the requirement.



The Service Provider will send the emails from on-site system, to the respective

individual customer and furnish a report to the Bank on the status of delivery

of the mails for the batch of mails so sent. There should be a contingent

arrangement to forward the promotional emails, with the customer email

addresses, made available to the SP either through a CSV file with specified

delimited or on a physical medium also like tape, CD etc.

The Bank may use third party software and may create promotional mail

content and will connect to SMTP server being provided by SP. The SP needs

to send the same to the customers through their email delivery system and

furnish a report on the status of delivery to the Bank for every batch of emails

sent and on time to time.

5) Banks responsibility will include the following.

a) To provide the customer email data in CSV file format for importing email list

required for broadcasting.

b) To establish required network, infrastructure to keep the hardware and to

provide public IP address to successful bidder for broadcasting purpose. Bank

has already have one public IP address which is warmed up to send one lakh

email/per hour for promotional e-mail purpose. Bank will provide another 3

public IP address or additional IP address on demand to vendor for Promotional

& Transaction emails broadcasting purpose.

6) The vendors responsibility will, inter alia, include:

a. Providing the requisite hardware as per sizing, adequate scalability of hardware

to match broadcast volume of 6 Crore per day for both promotional and

transactional emails together. The Hardware should be in active-passive

type/mode.

b. All servers proposed by the vendor should be rack-mounted along with

necessary peripherals/accessories such as power cables, network cables, KVM

switches and console (monitors) along with mounting models.



c. The operating system of the application should be in LINUX/UNIX and it

should be capable of configuring multiple public IP address for broadcasting

and software application should be web based application.

d. Sending across sample e-mails to few email-addresses specified, before

processing any batch of bulk emails received from the Bank.

e. Periodical broadcasting of Promotional and transactional emails from time to

time.

f. Two on-site qualified and experienced support engineers at Mumbai location

in bank premises during bank working hours and during non-bank hours on

demand till the contract period of 5 years.

g. Design and creation/conversion of required image/other file format into HTML

file format time to time for promotional emails.

h. Active support to import master email list/criteria based email list as per

periodical requirements from time to time. Generation of email list will be

taken care by bank team.

i. Interface required for integration of pre-existing customized PDF file

(Transactional emails) pre-fit for broadcasting and broadcasting the same.

j. Interface required for integration of promotional mail content pre-fit for

broadcasting and broadcasting the same.

k. Providing delivery assurance of the emails within a period of 24 hours for

promotional emails from the receipt of go-ahead from the Bank i.e. once the

sample mails are approved by the Bank, the SP needs to complete the

assignment of sending emails within 24 hours. Exception will be given in case

of network problem which is being handled by Bank of India. Vendor should

request the required public IP address based on volume in advance so that bank

will arrange the requirement on time.

l. Providing delivery assurance of the emails within a week period for

transactional emails from the receipt of go-ahead from the Bank.

m. Providing periodical broadcast reports like email delivery success / failure

status report/statistic report to the Bank for every batch of emails sent, on

completion of the assignment time to time.



n. Service providers should ensure that mails sent from their domain / IPs do not

get classified as junk mail or spam mail by leading email service providers like

Gmail, yahoo, Hotmail etc.

o. Providing 24 X 7 Support for the activity either through on-site or off-site.

p. Technical and maintenance support of hardware and software including

upgradation of software, applying of patches, data backup, required data

backup hardware like tapes & drives. Data to be purged at the end of the month

of broadcasting.

q. Separate Unsubscribe options should be available for both promotional and

transactional emails. The application should have option to suppress individual

email based on email or with other credentials available in the imported email

list.

r. Generation of Transactional emails will be handled by the bank. The

Transactional email is in PDF file format with password protected and the bank

will provide corresponding email ids for each transactional file generated. The

required content/body of the transactional email part should be handled by the

vendor. The support and services required for design and creating content/body

of the transactional mail is the responsibility of the vendor. The content/body

of the transactional mail may have images which may change time to time.

s. Existing suppression list/unsubscribe list for both promotional and

transactional emails will be given by the bank and the same list should be

incorporated in the application provided by SP.

t. The application provided by SP should be capable enough to handle

promotional and transactional email broadcasting simultaneously.

u. The SI will be responsible for notification of new versions / releases of all the

provided software including the environmental and Support software/database

and supervise their Implementation in mutually agreed deadlines.

v. Undertake immediate bug fix actions in the event of software failure causing

an interruption to the services.



w. Warming up of Pubic IP address capable of broadcasting one lakh email/hour

to be multiplied as required, Feedback loop process and whitelisting of one

unit of IP address to be multiplied as required.

x. Providing complete documentation of all sub-systems, operating systems,

systems software, training material, utility software and other software,

hardware or other components in the nature of accessories or otherwise they

are having or procured from third parties. The vendor shall also provide

licensed software for all software services, whether developed by it or acquired

from others and conducting required training to designated Bank’s technical

and end-user personnel to enable them to operate / run the software application

and perform administration of the total system.

b) Service Level Requirements

Bank of India expects a 99.9% success in the delivery of emails within 24 to 48 hours for

promotional emails, within a week time for transactional emails from the date of receipt thereof

from the Bank and any lacunae in this regard would attract penalty up to a maximum of 10%

of the ATS bill amount per occasion; The Service Provider to indicate the success rate in all

their delivery reports along with details of mails that took more than 24 hours for delivery

(delivery delayed), and that failed to be delivered (delivery failed), with reasons there against.

Exception will be given for delay in delivery due to network failure which is being handled by

bank team.

C. Privacy and Confidentiality:

The SP shall treat all documents, information, data and communication of and with Bank of

India / the Purchaser or its representatives, as privileged and confidential and shall be bound

by the terms and conditions of the Non-Disclosure Agreement (Annexure 1). The SP shall

execute the Non-Disclosure Agreement simultaneously at the time of execution of the Contract.

The SP shall not, without Purchaser’s prior written consent, disclose the Contract, or any

provision thereof, or any specification, plan, sample or information or data or drawings /



designs furnished by or on behalf of Purchaser/Bank of India in connection therewith, to any

person other than a person employed by the SP in the performance of the Contract. Disclosure

to any such employed person shall be in utmost confidence and only to the extent so far as may

be necessary and relevant for the purpose of such performance and shall be subject to the terms

and conditions of the Non-Disclosure Agreement.

d) Information Provided:

The RFP document contains statements derived from information that is believed to be reliable at the

date obtained but does not purport to provide all of the information that may be necessary or desirable to

enable an intending contracting party to determine whether or not to enter into a contract or arrangement

with Bank of India in relation to the provision of services. Neither Bank of India nor any of its employees,

agents, contractors, or advisers gives any representation or warranty, express or implied as to the

accuracy or completeness of any information or statement given or made in this RFP document. Neither

Bank of India nor any of its employees, agents, contractors, or advisers has carried out or will carry out

an independent audit or verification or due diligence exercise in relation to the contents of any part of

the RFP document.



SECTION 6: BIDDER INFORMATION

This section is meant to collect the various details of the Bidder responding to this RFP.

1. Company Details

Please provide the following company details:

Title Details

Company Name

Address

Contact Person / Telephone / E-mail / Fax

Nature of Organization (Proprietary / Partnership

/ Pvt. Co / Public Co)

Date of Incorporation of Company

Income Tax / PAN Details

Service Tax Registration Number and Date

Name of the CEO / MD

Registered / Corporate Office Location

Product Lines and Brief Description

Number of Employees by Function

� Development

� Quality Assurance

� Implementation

� Sales and Support

� Administrative

� Management

Earmarked Implementation Team

Support Center details and products supported by

these centers

Any affiliates / associated businesses



2. Financial Details

The Bidder is required to provide the following financial information:

I. Audited balance sheet and profit and loss account for the last two financial years.

II. Earnings per share for the last three financial years, in case of listed companies.

III. Total revenues for the proposed product for the last three years, if any.

IV. Profitability figures for the last Financial Year.

3. Client List

Please provide details of the clients who are currently availing the bulk email services of the

Bidder or have placed confirmed Purchase orders.

4. Reference Sites and Site Visit

Bidder is required to provide the details of the reference site to which their bulk email service

is offered. Bank of India reserves the right to contact the reference provided by Bidder, at any

point of time in the evaluation period. The following table lists the required information on

reference sites.

During the evaluation period, Bank of India reserves the right to ask for more references if for

some reasons it is not satisfied with the responses of the reference already provided. If required

by Bank of India bidder shall arrange for actual site visit to the place of operation of such

services by the bidder at his cost.

Sr.No. Client Name (with total no. of

branches in brackets)

Year of Purchase /

Services

Currently

in use

(Yes/No)

I.

II.

III.



Details

Client Name

Business Domain

Address

Contact Person / Telephone / E-mail / Fax

Modules implemented (with version number)

Date and Period of Implementation

Number of sites and users at individual sites

Average and Peak Load of transactions



SECTION 7: PRODUCT INFORMATION

Bidders are required to provide information pertaining to the bulk email services, in the following

table.

a) Quality Assurance

Give details of your quality assurance processes Does the proposed services fall under

the purview of the certification process?

Has the company got any quality certification? Please Specify if it is under progress. .

If no certification process has been initiated, please give reasons.

In case of certification already obtained, please provide following information

� Certifying Authority

� Certificate Name

� Certificate date

� Certificate validity

� Certification level, in case of certificate

granted at specific levels



b) Problem Management

Is there any provision in the system to log problems?

Give details of the facilities provided in the system for fault tolerance. How is the

data integrity maintained during the occurrence of system faults?

What facilities exist for regenerating the system in the event of a system failure?

Please specify for at least the following:

� Minimum time to restart the system

� Procedures for reloading data.



ANNEXURE -1: CONTENTS AND FORMAT OF TECHNICAL BID

1. Bidder Eligibility

The Bidder is required to meet all the Conditions set forth under this section to be eligible for participation in the Bid.

Sr.No Pre-Qualification Eligibility Criteria Supporting Documents

Say

Yes/No

1 Bidder should be a registered company

with an established setup in India. Certificate of Incorporation.

2

Bidder should have been in the bulk-

mail sending business on-site either in

Promotional or Transactional in

PSU/Private bank in India with 1000

branches for at least one year at the

time of floating the RFP.

Attach Purchase orders or

Reference letters.

3

Minimum annual turnover of Bidder

should be Rs.1Crore in last 2 financial

years.

Certificate from Company

Auditors.

4

Bidder should be an operating profit

earning company during the last FY i.e.

Mar 2015

Certificate from Company

Auditors supported by

Company Balance Sheet.

5

The Bidder should have adequate

qualified support staff for on-site bulk

email sending services depending on

volumes.

Self-Declaration.

6

Bidder should not have been

Blacklisted by any Govt. organizations/

PSU/PSB during the last three years.

The bidder shall give a declaration that

they have not been black listed by any

of the Govt. Authority or PSUs, as on

date of submission of the tender,

otherwise the bid will not be

considered.

Self-Declaration.

7 Bidder should be the prime bidder and

no consortium is allowed. Self-Declaration



2. Technical Parameters

Bidders must submit a confirmation on the following technical parameters in a

tabular format as given below:

Sr. No Evaluation Parameter Supporting

Document/presentation Say Yes/No

1

Broadcasted around 1 lakh

Email/hour per public IP address

(promotional or transactional) on-site

in any one PSU/Private bank in India

with 1000 branches for at least one

year at the time of floating the RFP.

Attach reference letters

2 Advanced HTML editor Demo

3 Import from Excel/CSV Demo

4 Real Time Email Tracking and

Reporting Demo

5 Email Personalization Demo

6 Automatic bounce Process Demo

7 Unsubscribe Option Demo

8 Unlimited Number of Email

Marketing Campaign Demo

9 Unlimited Number of Email list and

contacts Demo

10 Email Scheduling Demo

11 Special Broadcasting Option Demo

12 Free & unlimited image hosting Demo

13

Other product features like web

based, Product GUI, User friendly

interface for third party integration

via SMTP, easy to troubleshoot etc

Demo



3. List of documents/ enclosures

Documents, other than the commercial documents, that must be submitted with the proposal are

the following: -

a) Client list as per the format specified in section 6.

b) Reference site details as per the format specified in section 6.

c) Power of attorney of the signatory Form 2: Annexure 1.

d) Covering letter as mentioned in Annexure 1- Form 1.

e) Earnest Money deposit prepared as mentioned in Section 3 Clause 6

f) Undertaking as mentioned in Annexure 1- Form 3

g) Original copy of tender along with original purchase receipt of the tender document.

h) All the other Financial Documents as mentioned in Section 6 clause 2

i) An undertaking that the bulk email services will be operationalized within 1 month

from the award of contract.

j) Any other relevant legal document.



Form – 1: Format of Cover Letter

General Manager,

IT, Datawarehouse Department,

7th Floor,

Bank of India,

Star house -2, C-4, G- Block,

Bandra Kurla Complex,

Bandra East,

Mumbai – 400021.

Date:

Dear Sir,

Subject: Bulk email services for Bank of India (Bank of India)

In respect of Bulk email services for Bank of India please find enclosed our response to your

RFP dated [�].

Having examined and fully understood the RFP document/Bid Document and appendix thereto

and addenda numbers [�] thereto, we, the undersigned, in conformity with the RFP Document,

offer to provide the Services as defined and described in the RFP Document including

addendum/amendment, on the terms and conditions mentioned in the RFP Document including

addendum/amendment and for the sum / price indicated as per Financial Bid.

1. We acknowledge having received the following addenda to the Bid document:

Addendum no. Dated

2. We undertake, if our proposal is accepted, to provide the Proof of Concept mentioned in

the RFP within timeframe specified therein, starting from the date of receipt of notification

of award from Bank of India. We agree to bear all costs related to POC.



3. We agree to abide by this proposal for the period of 90 days from the date of Bid opening

and it shall remain binding upon us and may be accepted at any time before the expiration

of that period.

4. We agree to execute a Contract / Agreement after successful POC in the form to be

communicated by Bank of India, incorporating all agreements with such alterations or

additions thereto as may be necessary to adapt such agreement to the circumstances of the

standard and notice of the award within time prescribed after notification of your intention

to accept this proposal.

5. Unless and until a formal agreement is prepared and executed this proposal together with

your written acceptance thereof shall constitute a binding Contract / Agreement.

6. We understand that you are not bound to accept the lowest or any Bid you may receive,

not to give any reason for rejection of any Bid and that you will not defray any expenses

incurred by us in biding.

7. We agree to provide the performance guarantee issued by a reputed nationalized bank for

5% of the total contract price.

Dated this [�] day of [�] 2016

Signature

(Company Seal)

[�]

In the capacity of

Duly authorized to sign Bids for and on behalf of:



Form – 2: Format of power-of-attorney for signing of Bid

POWER OF ATTORNEY

(On Stamp Paper of relevant value)

Know all men by these presents, we [�] (name of the company and address of the registered

office) do hereby appoint and authorize Mr. [�] (full name and residential address)

(Employee Code No. [�]) who is presently employed with us and holding the position of

[�]as our attorney, to do in our name and on our behalf, all such acts, deeds and things as

may be necessary or required to be done in connection with or incidental to our proposal for

the bulk email services in response to the RFP ( Request for Proposal) by Bank of India

(hereinafter referred to as Bank), including signing and submission of all relevant

documents and providing information/responses to Bank of India in all matters in connection

with our Bid / offer.

We hereby agree to ratify all acts, deeds and things lawfully done by our said attorney

pursuant to this Power of Attorney and that all acts, deeds and things done by our aforesaid

attorney shall and shall always be deemed to have been done by us.


THE COMMON SEAL OF_____________________ LIMITED has (pursuant to the

Resolution of its Board of Directors passed in that behalf on the _____ day of

__________________ ) hereunto been affixed in the presence of Shri______________

Director and Shri________________ Director who have signed these presents in token

thereof and Shri__________Secretary/Authorized Person, who has signed/countersigned the

same in token thereof.



(Signature)

(Name, Designation and Address)

Accepted

(Signature)

(Name, Title and Address of the Attorney)

Date:

Note:

1. The mode of execution of the Power of Attorney should be in accordance with the

procedure, if any, laid down by the applicable law and the charter documents of the

executants and when it is so required the same should be under common seal affixed

in accordance with the required procedure.

2. Also, wherever required, the Bidder should submit for verification the extract of the

charter documents and documents such as a resolution/power of attorney in favor of

the Person executing this Power of Attorney for the delegation of power hereunder on

behalf of the Bidder.

3. In case the Application is signed by an authorized Director of the Applicant, a certified

copy of the appropriate resolution / document conveying such authority may be

enclosed in lieu of the Power of Attorney.



Form – 3: Undertaking

Undertaking


It is certified that the information furnished here in and as per the document submitted is true

and accurate and nothing has been concealed or tampered with. We have gone through all the

terms, conditions, covenants, provisions and stipulations of Bid and is liable to any punitive

action for furnishing false information / documents.


Signature

(Company Seal)

[�]

In the capacity of

Duly authorized to sign Bids for and on behalf of:



Form – 4: Deed of Indemnity


This Deed of Indemnity executed at Mumbai / on the [�] day of [�] by _[�]

(Hereinafter referred to as “the Obligor” which expression shall unless it be repugnant to the context,

subject or meaning thereof, shall be deemed to mean and include successors and permitted assigns);

IN FAVOUR OF

Bank of India (“Bank of India”) is a company a banking company under section 5 (c) of

the Banking Regulation Act, 1949 (10 of 1949) nationalized on 19th July, 1969 through an act

namely the Banking Acquision and Transfer of undertaking Act. Bank of India is also a scheduled

bank as notified by the Reserve Bank of India (RBI) under the Reserve Bank of India Act, 1934

having its registered office Star House, C-5, G-Block, Bandra Kurla Complex, Bandra East,

Mumbai -400 051 (hereinafter referred to as “Bank of India” which expression shall, unless it be

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

successors and assigns)

WHEREAS

(1) The Obligor has

(a) offered to Bank of India sending bulk email services as stated under Section 5-6 of RFP document;

(b) represented and warranted that they have all permissions, consents, approvals and

license from all authorities, both regulatory ./ statutory and non-regulatory, for

executing their services to Bank of India;

(c) Represented and warranted that the aforesaid services offered to Bank of India do

not violate any provisions of the applicable laws, regulations or guidelines

including laws relating to intellectual property rights, legal and environmental. In

case there is any violation of any law, rules or regulation, which is capable of being

remedied the same will be got remedied immediately during the implementation,

maintenance and contract period to the satisfaction of Bank of India;

(d) represented and warranted that they are authorized and legally eligible and

otherwise entitled and competent to enter into such contract(s) with Bank of India;



(2) Bank of India, relying and based on the aforesaid representations and warranties of the

Obligor, has agreed to avail the services of the Obligor on the terms and conditions contained

in its Contract / Agreement dated [�] (the Agreement) with the Obligor;

(3) One of the conditions of the aforesaid Agreement is that the Obligor is required to furnish an

indemnity in favor of Bank of India indemnifying the latter against any loss, damages or

claims arising out of any violations of the applicable laws, regulations, guidelines during the

execution and rendering bulk email services to Bank of India over the contract period as also

for breach committed by the Obligor on account of misconduct, omission or negligence or

otherwise by the Obligor.

(4) In pursuance thereof, the Obligor has agreed to furnish an indemnity in the form and manner and to the satisfaction of Bank of India as hereinafter appearing;

NOW THIS DEED WITNESSETH AS UNDER: -

In consideration of Bank of India having agreed to award the aforesaid services / job to the Obligor,

more particularly described and stated in the aforesaid Agreement, the Obligor do hereby

unconditionally, absolutely and irrevocably agree and undertake that: -

(1) The Obligor shall, at all times hereinafter, save and keep harmless and indemnified Bank of

India, including its subsidiaries, agents, respective directors, officers, and employees and

keep them indemnified from and against any claim, demand, losses, liabilities or expenses

of any nature and kind whatsoever and by whomsoever made in respect of the said contract

/ Agreement and any loss or damage caused from and against all suits and other actions that

may be instituted taken or preferred against Bank of India by whomsoever and all claims,

demands, losses, damages, costs, charges and expenses that Bank of India may incur or suffer

by reason of any claim made by any claimant for any reason whatsoever or by anybody

claiming under them or otherwise for any losses, damages or claims arising out of all kinds

of accidents, damage, destruction, deliberate, malicious or otherwise, direct or indirect,

negligence, reckless, misconduct, criminal breach of trust or from those arising out of

violation of applicable laws or breach of regulatory instructions including those relating to

intellectual property rights, rules, regulations, guidelines and also from the environmental

damages, if any, which may occur or result from the terms of the Agreement or for breach

of confidentiality obligations or otherwise.



(2) The Obligor further agrees and undertakes that the Obligor shall, ensure that all the

permissions, authorizations, consents and licenses are obtained and renewed from the local

and/or municipal and/or governmental authorities, as may be required under the applicable

laws, rules, regulations, guidelines, orders framed or issued by any appropriate authorities.

(3) The Obligor further agrees to provide complete documentation of all sub-systems, operating

systems, systems software, utility software and other software, hardware or other

components in the nature of accessories or otherwise they are having or procured from third

parties. The Obligor shall also provide licensed software for all software services, whether

developed by it or acquired from others for performing the obligations under the Contract.

The Obligor shall also indemnify and keep indemnified Bank of India against any levies /

penalties / claims / demands litigations, suits, actions, judgments, and or otherwise on

account of any default and or breach and or otherwise in this regard.

(4) If any additional approval, consent or permission is required by the Obligor to execute and

perform the contract / Agreement during the currency of the contract, they shall procure the

same and/or comply with the conditions stipulated by the concerned authorities without any

delay.

(5) The obligations of the Obligor herein are irrevocable, absolute and unconditional, in each

case irrespective of the value, genuineness, validity, regularity or enforceability of the

aforesaid Agreement or the insolvency, bankruptcy, reorganization, dissolution, liquidation

or change in ownership of Bank of India or Obligor or any other circumstance whatsoever

which might otherwise constitute a discharge or defense of an indemnifier.

(6) The obligations of the Obligor under this deed shall not be affected by any act, omission,

matter or thing which, would reduce, release or prejudice the Obligor from any of the

indemnified obligations under this indemnity or prejudice or diminish the indemnified

obligations in whole or in part, including in law, equity or contract (whether or not known

to it, or to Bank of India).

(7) This indemnity shall survive the aforesaid Agreement.

(8) Any notice, request or other communication to be given or made under this indemnity shall

be in writing addressed to either party at the address stated in the aforesaid Agreement and

or as stated above.



(9) This indemnity shall be governed by, and construed in accordance with, the laws of India.

The Obligor irrevocably agrees that any legal action, suit or proceedings arising out of or

relating to any this indemnity may be brought in the Courts/Tribunals at Mumbai. Final

judgment against the Obligor in any such action, suit or proceeding shall be conclusive and

may be enforced in any other jurisdiction, by suit on the judgment, a certified copy of which

shall be conclusive evidence of the judgment, or in any other manner provided by law. By

the execution of this indemnity, the Obligor irrevocably submits to the exclusive jurisdiction

of such Court/Tribunal in any such action, suit or proceeding.

(10) Bank of India may assign or transfer all or any part of its interest herein to any other person.

Obligor shall not assign or transfer any of its rights or obligations under this indemnity,

except with the prior written consent of Bank of India.

IN WITNESS WHEREOF the Obligor has signed these presents on the day, month and year first above written.

Signed and Delivered on behalf of ) [�] ) by the hand of [�],) [�], the authorized official ) of the Obligor )



Form – 5: Performance Guarantee

Bank Guarantee No. [�]

Bank Guarantee Amount [�]

Expiry Date

[�]

[�]

Claim Amount

Account

GUARANTEE FOR PERFORMANCE OF CONTRACT/AGREEMENT (On Stamp Paper of relevant value)

THIS GUARANTEE AGREEMENT executed at [�] this [�] day of [�] Two

Thousand [�]

BY:

[�] Bank, a body corporate constituted under [�], having its Registered Office/ Head Office

at [�], and a Branch Office at [�] (hereinafter referred to as “the Guarantor”, which expression

shall, unless it be repugnant to the subject, meaning or context thereof, be deemed to mean and

include its successors and permitted assigns)



IN FAVOUR OF:

BANK OF INDIA, (“Bank of India”) is a company a banking company under section 5 (c)

of the Banking Regulation Act, 1949 (10 of 1949) nationalized on 19th July, 1969 through an

act namely the Banking Acquision and Transfer of undertaking Act. Bank of India is also a

scheduled bank as notified by the Reserve Bank of India (RBI) under the Reserve Bank of

India Act, 1934 having its registered office Star House, C-5, G-Block, Bandra Kurla Complex,

Bandra East, Mumbai -400 051. (Hereinafter referred to as “Bank” which expression shall

unless it be repugnant to the subject, meaning or context thereof, be deemed to mean and

include its successors and assigns),

WHEREAS, Bank had called for the Bids for engagement of Vendor to implement [�] and

for the purposes M/s. [�] have been appointed as the Vendor (hereinafter referred to as

“Vendor"). The Vendor has entered into Contract / Agreement on [�] (Agreement) with

Bank, subject to the terms, conditions, covenants, provisions and stipulation contained therein.

The Vendor has also furnished indemnity and non-disclosure / confidentiality agreement and

as such is bound by the same.

AND WHEREAS pursuant to the Bid Documents, the Agreement, and the other related

documents (hereinafter collectively referred to as “the said documents”, the Bank has agreed

to avail from M/s [�]and M/s. [�]has agreed to provide to the Bank, the bulk email Services

implementation, more particularly described in the Schedule/Annexure to the said documents

(hereinafter collectively referred to as “the Services”), subject to payment of the contract price

as stated in the said documents and also subject to the terms, conditions, covenants, provisions

and stipulations contained the said documents.

AND WHEREAS the Vendor has duly signed the said documents.



AND WHEREAS in terms of the said documents, the Vendor has agreed to provide the

Services and to procure an unconditional and irrevocable performance bank guarantee, in favor

of the Bank, from a bank acceptable to the Bank for securing [�] towards the faithful

observance and performance by the Vendor of the terms, conditions, covenants, stipulations,

provisions of the Agreement /the said documents.

AND WHEREAS at the request of the Vendor, the Guarantor has agreed to guarantee the

Bank, payment of the [�] % of the Contract Price amounting to [�] (in words) towards faithful

observance and performance by the Vendor of the terms of the said document.

NOW THEREFORE THIS AGREEMENT WITNESSETH AS FOLLOWS:

In consideration of the above premises, the Guarantor hereby unconditionally, absolutely and irrevocably

guarantees to the Bank as follows:

1. The Guarantor hereby guarantees and undertakes to pay, on demand, to the Bank at its

office at Mumbai forthwith, the [�] or any part thereof, as the case may be, as aforesaid due to

the Bank from the Vendor, towards any loss, costs, damages, etc. suffered by the Bank on

account of default of the Vendor in the faithful observance and performance of the terms,

conditions, covenants, stipulations, provisions of the Agreement / said documents, without any

demur, reservation, contest, recourse or protest or without any reference to the Vendor. Any

such demand or claim made by the Bank, on the Guarantor shall be final, conclusive and

binding notwithstanding any difference or any dispute between the Bank and the Vendor or

any dispute between the Bank and the Vendor pending before any Court, Tribunal, Arbitrator,

or any other authority.

2. The Guarantor agrees and undertakes not to revoke this Guarantee during the currency

of these presents, without the previous written consent of the Bank and further agrees that the

Guarantee herein contained shall continue to be enforceable until and unless it is discharged

earlier by the Bank, in writing.



3. The Bank shall be the sole judge to decide whether the Vendor has failed to perform

the terms of the Agreement / said documents for providing the Services by the Vendor to the

Bank, and on account of the said failure what amount has become payable by the Vendor to

the Bank under this Guarantee. The decision of the Bank in this behalf shall be final, conclusive

and binding on the Guarantor and the Guarantor shall not be entitled to demand the Bank to

establish its claim under this Guarantee but shall pay the sums demanded without any

objection, whatsoever.

4. To give effect to this Guarantee, the Bank, may act as though the Guarantor was the

principal debtor to the Bank

5. The liability of the Guarantor, under this Guarantee shall not be affected by

(a) any change in the constitution or winding up of the Vendor or any absorption, merger; or

(b) amalgamation of the Vendor with any other company, corporation or concern; or (c)any

change in the management of the Vendor or takeover of the management of the Vendor by

the Government or by any other authority; or

(d) acquisition or rationalization of the Vendor and / or of any of its undertaking(s) pursuant

to any law; or

(e) any change in the constitution of Bank of India / Vendor; or

(f) any change in the setup of the Guarantor which may be by way of change in the constitution,

(g) Winding up, voluntary or otherwise, absorption, merger or amalgamation or otherwise; or

the absence or deficiency of powers on the part of the Guarantor to give Guarantees and / or

Indemnities or any irregularity in the exercise of such powers.

6. Bank of India shall be at liberty to make any modification or otherwise vary or alter

the said terms & conditions and / or rules or regulations concerning the invitation of bids,

bidding process or awarding of the contract under the RFP document and the same will not in

any way discharge or otherwise vitiate or affect this Guarantee. However, the liability of the

Guarantor shall not exceed the guaranteed amount of Rs. [�] at any point of time.



7. Any act or omission, time or indulgence granted by Bank of India to the Vendor and /

or Guarantor if any will also not discharge this Guarantee or otherwise vitiate or affect or

prejudice this Guarantee. Notwithstanding anything to the contrary contained herein, and / or

any indulgence shown by Bank of India, the Guarantee hereby furnished shall remain in full

force and effect until the ultimate balance of the entire dues of Bank of India being Rs [•] under

this Guarantee as aforesaid have been paid in full.

8. The Guarantor shall on demand make the payment without set-off and free and clear

of any deductions, charges, fees, or withholding of any nature presently or in the future

imposed, levied, collected, withheld or assessed by the Government or any political subdivision

or authority and therein and thereof.

9. The Guarantor confirms that a mere letter from Bank of India under the signature of its

Authorized Signatory that there has been a default/failure on the part of the Vendor in faithfully

observing and performing the terms, conditions, covenants, stipulations, provisions, of the

Agreement/ the said documents, shall without any other or further proof be final, conclusive

and binding on the guarantor.

10. This Guarantee will expire on [�] (validity period). However, any demand or claim

under this Guarantee must be received by the Guarantor within a period of 90 days (claim

period) after the expiry of the validity period and if no such demand or claim has been received

by the Guarantor within 90 days after the expiry of the validity period, then all the rights of the

Bank under this Guarantee shall cease.

11. The Guarantor hereby agree and undertake to extend the validity period of this guarantee

for a further period as decided by Bank of India when such request is received at least 15 days

before the expiry of validity period of the guarantee.

12. This guarantee shall be binding upon us and successors –in -interest and shall be

irrevocable.



13. For all purposes connected with this Guarantee and in respect of all disputes and differences

under or in respect of these presents or arising therefrom the courts of Bombay city/ Mumbai

city where Bank of India has its Registered Office shall alone have jurisdiction to the exclusion

of all other courts.

IN WITNESS WHEREOF the Guarantor has caused these presents to be executed on

the day, month and year first herein above written as hereinafter appearing.

SIGNED AND DELIVERED BY

the within named Guarantor,

[�],

By the hand of Shri.

[�], it’s authorized

official.



Form – 6: Contract Form


THIS AGREEMENT (the Agreement) made at [�] the [�] day of [�] 2016.

BETWEEN

BANK OF INDIA, (“Bank of India”) is a company a banking company under section 5 (c) of the

Banking Regulation Act, 1949 (10 of 1949) nationalized on 19th July, 1969 through an act namely

the Banking Acquision and Transfer of undertaking Act. Bank of India is also a scheduled bank as

notified by the Reserve Bank of India (RBI) under the Reserve Bank of India Act, 1934 having its

registered office Star House, C-5, G-Block, Bandra Kurla Complex, Bandra East, Mumbai -400

051 (hereinafter called “Bank of India / the Purchaser” which expression shall unless it be

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

successors and assigns) of the

ONE PART

AND

[�]. (Name of successful Bidder / Contractor) of [�] (please specify the registered office of the

(Contractor) (hereinafter called “the Contractor” which expression shall unless it be repugnant to

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

OTHER PART;

The Purchaser and Contractor are hereinafter collectively referred to as "Parties".

WHEREAS the Purchaser invited Bids for certain Services viz. Bulk email services and

has accepted a Bid by the Contractor for rendering of the Services for the sum of [�] (Contract

Price in Words and Figures) (hereinafter called “the Contract Price”).



NOW THIS AGREEEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND

BETWEEN THE PARTIES HERETO AS FOLLOWS:

In this Agreement words and expressions shall have the same meanings as are respectively

assigned to them in the Terms and Conditions of Contract referred to in Section 4.

The RFP Document / Bid No. [�] dated [�] as amended from time to time and this Agreement,

and the other related documents shall be deemed to form and be read and construed as part of

this Agreement, which, inter alia, includes

i) Invitation for Bids

ii) Instructions to Bidders (ITB)

iii) the Bid form and the price schedule submitted by the Bidder/Contractor;

iv) Service level requirements

v) the technical & functional specifications;

vi) the terms and conditions of RFP / Contract;

vii) the purchaser’s notification of award;

viii) Scope of Work

ix) Schedule of dates, amounts etc.

(All the above are collectively referred to as "the said documents")

In consideration of the payments to be made by the Purchaser to the Contractor as hereinabove

mentioned, the Contractor hereby agrees and covenants with the Purchaser to provide / render

the Services, to furnish necessary undertakings, guarantees, etc. as mentioned in the RFP

document / the said documents and to remedy defects, if any therein, including upgrading /

updating the software, hardware, etc. and additional roll outs at other locations, strictly in

conformity in all respects with the provisions of the said documents.



The Purchaser hereby agrees and covenants to pay the Contractor in consideration of the

rendering of the Services and the remedying of defects, if any therein, including upgrading /

updating the software, hardware, etc. and additional roll outs at other locations, the Contract

price or such other sum as may become payable under the provisions of the said documents at

the times and in the manner prescribed by the said documents.

IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be executed on

the day, month and year first above written.

Signed and Delivered by

the within named

Bank of India / Purchaser

Signature:

Name: [�]

Date: - [�]

I. IN THE PRESENCE OF.

Signature

Name: - [�]

Address: - [�]

II. .................................. Signature



Name: - [�]

Address:- [�]

..................................

Signed and Delivered by [�]

the within named

Contractor

M/s. [�]

..................................

Date: [�]

IN THE PRESENCE OF:

1. Signature 2. Signature

Name: - [�] Name: [�]

Address: - [�] Address: [�]

.................................. ………………………..



Form – 7: Non-Disclosure Agreement


This Non-Disclosure Agreement ("Agreement") is made on this [�] day of [�], 2016.

BETWEEN

Bank of India, (“Bank of India”) is a company a banking company under section 5 (c) of the

Banking Regulation Act, 1949 (10 of 1949) nationalized on 19th July, 1969 through an act

namely the Banking Acquision and Transfer of undertaking Act. Bank of India is also a

scheduled bank as notified by the Reserve Bank of India (RBI) under the Reserve Bank of

India Act, 1934 having its registered office Star House, C-5, G-Block, Bandra Kurla Complex,

Bandra East, Mumbai -400 051 (“Bank of India) which expression shall unless it be repugnant

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

and assigns) of the ONE PART

AND

M/s. [�] (Name of Contractor of [�] (please specify the registered office of the

(Contractor) (“Contractor” which expression shall unless it be repugnant to the subject, context

or meaning thereof shall be deemed to mean and include its successors) of the

OTHER PART

Bank of India and Contractor may, wherever the context so permits, shall hereinafter

collectively refer to as the “Parties” and individually as a “Party”.

WHEREAS, the Contractor is aware and confirms that the information, data, drawings lists,

scope of work, and other documents made available in the Bid Documents / the Agreement and

thereafter regarding the Services as furnished by the Contractor, in their Request For Proposal

or otherwise and the Contractor is aware that all the Confidential Information under the Bid

Documents/the Agreement is privileged and strictly confidential and/or proprietary to Bank of

India.



AND WHEREAS Contractor is duty bound to ensure that information in respect of its

constituents is not disclosed to third parties and has agreed to enter into these presents, to

safeguard and protect such Confidential Information.

AND WHEREAS The Parties wish to agree on the terms and conditions on which such

Confidential Information is to be held and utilized.

NOW THEREFORE, in consideration of the foregoing, the Contractor agrees to all of the

following conditions, for Bank of India, to grant the Contractor specific access to

Bank’s property/information and other data.

In connection with this Agreement,

“Confidential Information” means all intellectual property information; technical or business

information or material not covered; proprietary or internal information related to the current,

future and proposed products or services of the Parties including, financial information,

process/flow charts, business models, designs, drawings, data information related to products

and services, procurement requirements, purchasing, customers, investors, employees,

business and contractual relationships, business forecasts, business plans and strategies,

information the Parties provide regarding third parties; information disclosed pursuant to this

Contract; documents, accounts, business plans, information or documents whatsoever,

concerning business, policies, strategy, property, contracts, trade secrets, transactions, or

interested parties of Bank of India or its Subsidiaries or Affiliates and/or any other information

of either Party whether disclosed to the other Party in oral, graphic, written, electronic or

machine readable form, and whether or not the information is expressly stated to be confidential

or marked as such, all Trade Secrets and other proprietary information including but not limited

to customer list, financial information, and pricing information, except that the following shall

not be considered Confidential Information:-



(a) that which is in the public domain;

(b) that which was previously received from a third party not subject to the obligation of

confidentiality with respect to such information;

(c) that is developed independently without any aid from the disclosing Party;

(d) that which is required to be disclosed pursuant to any request/demand by statutory or

regulatory or governmental agencies or any applicable law, judgment or otherwise, provided

that unless prohibited by law the disclosing Party shall give adequate notice of such disclosure

to the other Party.

(e) That is released from confidentiality with the written consent of the other Party.

"Subsidiaries / Affiliates" means and includes the holding company, subsidiary and any other

entity directly or indirectly "managed" or "controlled" by the Company/Bank of India. The

term "managed" or "controlled" shall include ability to appoint and remove majority of the

directors, partners or the like in the entity by whatever name called.

It is hereby agreed as under:

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

by either Party, under this Agreement, and the strictest of confidence shall be maintained in

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

i. Maintain and use the Confidential Information only for the purposes of this

Agreement and only as permitted herein;

ii. Not at any time either during the continuance of this Agreement or upon

termination of this Agreement, publish or divulge either directly or indirectly

to any person, firm or company any Confidential Information, save and except

to its Affiliates;

iii. To keep the Confidential Information as strictly confidential;



iv. 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;

v. Not, without the prior written consent of the disclosing Party, which consent

the disclosing Party shall not be under any obligation to provide, disclose the

Confidential

Information to any third party, save and except to, restrict access and disclose confidential

information to such of their employees, agents, Contractors, and contractors strictly on a

"need to know" basis, to maintain confidentiality of the Confidential Information disclosed to

them in accordance with this clause; provided receiving Party agrees to take reasonable

precautions, to prevent any unauthorized use, disclosure, publication, or dissemination of

Confidential Information; or as required under law or any applicable regulation, at the order

of a court of law, or at the request or order of any statutory, regulatory or supervisory

authority with whom it customarily complies.; and (vi) This Agreement shall commence on

the date of execution of this Agreement and treat Confidential Information as confidential for

a period of [five [�]] years from the date of last such disclosure of the Confidential

Information. In the event of earlier termination of this Agreement, the Parties hereby agree to

maintain the confidentiality of the Confidential Information for a further period of [two [�]]

years from the date of such termination. Further, any term or provision of this Agreement that

by its nature is intended to survive termination or expiration hereof will so survive and apply.

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

disclosure and confirmed as such in writing within [�] days of such disclosure. Confidential

Information does not include information which:

(i) Was in receiving Party’s possession or was known to the receiving Party, prior to disclosure,

without limitation on its confidentiality from a source other than the disclosing Party, provided

that source is not bound by a confidentiality or similar agreement with the disclosing Party or

otherwise prohibited from transmitting such information; or



(ii) Is independently developed by the recipient without breach of this Agreement;

(iii) Is in the public domain or subsequently comes into the public domain otherwise prohibited

from transmitting such information; or

(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 prior written consent of the other party; and

(vi) Is required to be disclosed by an order of any court or regulatory authority.

Provided that if receiving Party is required to disclose any Confidential Information by order

of any court or regulatory authority, receiving Party will immediately upon receipt of such

order intimate the disclosing Party of such order to enable the disclosing Party to challenge

such order or to allow the disclosing Party a reasonable opportunity to seek an appropriate

protective order or other means to protect the confidentiality of such Confidential Information;

provided further that the disclosure in such case shall be only to the extent required by law and

subject to consultations with the disclosing Party with view to agreeing to the timing and

content of such disclosure.

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

in the possession of the recipient.

Notwithstanding the foregoing, the parties acknowledge that the nature of the Services to be

performed under this Agreement may require the Contractor's personnel to be present on

premises / establishments of Bank of India or may require the Contractor’s personnel to have

access to currency for onward transit or processing and databases of Bank of India while on or

off premises / establishments of Bank of India. It is understood that it would be impractical for

Bank of India to monitor all information made available to the Contractor’s personnel under

such circumstances and to provide notice to the Contractors of the confidentiality of all such

information. Therefore, the Contractor agrees and undertakes that any technical or business or

transit or other information of Bank of India that the Contractor's personnel, or agents acquire

while on Bank of India premises / establishments, or through access to Bank of India offices

or databases while on or off Bank of India premises / establishments, shall be deemed

Confidential Information.



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

disclosing party. Upon termination of this Agreement, confidential information shall be

returned to the disclosing party or destroyed, if incapable of return. The destruction shall be

witnessed and so recorded, in writing, by an authorized representative of each of the parties.

Nothing contained herein shall in any manner impair or affect rights of Bank of India in respect

of the Confidential Information.

In the event that any of the parties hereto becomes legally compelled to disclose any

Confidential Information, such party shall give sufficient notice to the other party to enable the

other party to prevent or minimize to the extent possible, such disclosure. Neither party shall

disclose to a third party any Confidential Information or the contents of this Agreement without

the prior written consent of the other party. The obligations of this Clause shall be satisfied by

handling Confidential Information with the same degree of care, which the receiving party

applies to its own similar confidential information but in no event less than reasonable care.

The obligations of this clause shall survive the expiration, cancellation or termination of this

Agreement.

The receiving Party acknowledges the confidential nature of Confidential Information and the

damage which could result to the disclosing Party if the receiving Party breaches any provision

of the Agreement and agrees that, if the receiving Party or any of the directors, officers or

employees should engage or cause or permit any other person to engage in any act in violation

of any provision hereof, the disclosing Party may suffer immediate irreparable loss for which

monetary compensation may not be adequate. The disclosing Party shall be entitled, in addition

to such other remedies, damages & relief as may be available to it, to an injunction or similar

relief prohibiting the receiving Party, its directors, officers etc. from engaging in any such act.

This Agreement shall be governed, interpreted and enforced in accordance with the laws of

India.

Any dispute arising out of or in relation to this Agreement shall be referred to arbitration by a

sole arbitrator appointed by both the parties. The arbitration shall be governed by the

Arbitration and Conciliation Act, 1996. Each Party shall pay and bear its own cost of

arbitration. The Arbitration shall be held in the city of Mumbai.



This document contains the entire agreement between the Parties with respect to the subject

matter hereof. Any failure to enforce any provision of this Agreement shall not constitute a

waiver thereof or of any other provision. This Agreement may not be amended, nor any

obligation waived, except by a writing signed by both Parties hereto. If any part of this

Agreement is found invalid or unenforceable, that part will be amended to achieve as nearly as

possible the same economic and legal effect as the original provision and the remainder of this

Agreement will remain in full force.

This Agreement shall bind and inure to the benefit of the Parties hereto and their successors

and assigns. Neither Party may assign any of its rights or obligations under this Agreement

without the prior written consent of the other Party.

The provisions hereunder shall survive termination of the Agreement.

Authorized Signatory

(Name of the Contractor & Signatory) Name : [�]

Designation : [�] Office Seal : [�]

SIGNED AND DELIVERED BY THE WITHIN NAMED

WITHIN NAMED Bank of India Name Designation

Place:

Date:

: [�]

: [�]



ANNEXURE 2: CONTENTS AND FORMAT OF FINANCIAL BID

1. Cost of Bulk email Services

Cost Break up:

Sr.No Cost Head Price (in Rs.) Exclusive of

all taxes and duties.

1

One Time Product cost (Software + Hardware) of

Bulk Email services Licensed to Bank of India.

(Email server hardware should be rack-mounted)

2 Cost of Annual Technical support and services

for 5 years detailed.

3

Cost of warming up of each public IP address i.e.

able to send 1 lakh email per hour, feedback loop

process and whitelisting the IP address.

Total cost (decides L1)



2. Terms & Conditions:

Bank of India Ltd reserves the Right to accept any Bid, and to annul the Bid process and reject all Bids at any time prior to award of contract without thereby incurring any liability to the affected Bidder or Bidders or any obligation to inform the affected Bidder or Bidders of the grounds for Bank’s action. Any decision in these regards by Bank of India Ltd shall be Final, conclusive and binding on the Bidder.

a) The total cost of services quoted in section (1) of Annexure-2, above, should be

accounted for and must be valid for 5 years.

b) All the costs are in Indian Rupees. Also, all payments will be made in Indian Rupees

ONLY on quarterly basis at the end of the quarter the payment relates to.

c) The taxes & duties should be excluded from the cost quoted in 1 above and the same

will be paid on actual as applicable.

d) The bidder needs to provide unit cost for all components and services; unit rates would be considered finally.

e) In the event the bidder has not quoted or mentioned the component or services required, for the purpose of evaluation, the highest value of the submitted bids for that component or services would be used to calculate the TCO. However, for the purposes of payment and finalization of the contract, the value of the lowest bid would be used.


Signature

(Company Seal)

_________________

In the capacity of duly authorized to sign Bids for and on behalf of:



ANNEXURE – 3 UNCONDITIONAL ACCEPTANCE OF THE TERMS & CONDITIONS OF THE RFP

(To be submitted on the Company’s Letter Head)

Date:

To,

General Manager

Information Technology Department Bank of India

Ref: RFP for Bulk email services for Bank of India

This is to confirm that we unconditionally accept all the terms and conditions as mentioned in the

said RFP including all addendum/amendment floated for Bank of India pertaining to its Bulk email

services.

(Name)

Designation

Seal/Stamp of the Contractor