Request for Proposal (RFP) for Procurement of Mobile and … · 2018. 8. 21. · Date: Aug 21, 2018 IDBI Bank Limited, IDBI Tower, WTC, 13th Floor, Cuffe Parade, Mumbai 400005. IDBIBank

RFP FOR Mobile and Desktop Application for

Digital Account Opening

Page 1 of 57

Request for Proposal (RFP)

for

Procurement of Mobile and Desktop Application for


For IDBI Bank

Ref. No: IDBI/RBG/RFP/2018-19/002

Date: Aug 21, 2018

IDBI Bank Limited,

IDBI Tower, WTC, 13th Floor,

Cuffe Parade, Mumbai 400005

IDBIBank Limited



Page 2 of 57

TABLE OF CONTENTS

Table of Contents .................................................................................................................................................. 2

Document Control Sheet ................................................................................................................................. 3

Disclaimer ............................................................................................................................................................. 4

1. RequiremenT ............................................................................................................................................ 5

2. Basic Eligibilitry Criteria .......................................................................................................................... 6

3. Scope of work ........................................................................................................................................... 6

4. Technical/Commercial EVALUATION scoring matrix.............................................................................. 7

5. General Terms and conditions: .................................................................................................................. 8

6. PERFORMANCE SECURITY IN THE FORM OF BANK GUARANTEE ............................................... 9

7. Submission of Quotes: ............................................................................................................................ 10

8. Documents to be submitted along with the Bid ........................................................................................ 11

9. Prices: .................................................................................................................................................... 11

10. Delivery: ................................................................................................................................................ 11

11. Delivery time for Mobile and Desktop Application for digital account opening: ....................................... 11

12. Selection of Vendor: ............................................................................................................................... 11

13. Payment Terms ....................................................................................................................................... 12

14. Information Security ............................................................................................................................... 12

15. Execution of contract .............................................................................................................................. 13

16. DISCHARGE OF BID SECURITY ........................................................................................................ 13

Annexure I – Format For pre-Bid Queries ............................................................................................................ 14

Annexure II – Service & Support ......................................................................................................................... 15

Annexure II – Format of Commercial Bid ............................................................................................................ 16

Ref no: IDBI/RBG/RFP/2018-19/002 ............................................................................................................. 16

(To be printed on Vendors Letter Head) .................................................................................................... 16

ANNEXURE – III: Undertaking .......................................................................................................................... 17

ANNEXURE – IV: Acceptance Of RFP Terms. ................................................................................................. 18

Annexure V- PERFORMANCE BANK GUARANTEE ....................................................................................... 19

Annexure VI- LETTER FOR REFUND OF EMD............................................................................................... 21

ANNEXURE VII – Format of information security certificate.............................................................................. 22

BIDDER‟S PROFILE ......................................................................................................................................... 23

RESPONSE TO RFP- LIST OF DOCUMENTS .................................................................................................. 24

Documents to be submitted by the successful bidder ............................................................................................ 25

IDBIBank Limited



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DOCUMENT CONTROL SHEET

Name of the Company IDBI Bank Limited

RFP Reference No IDBI/RBG/RFP/2018-19/002

Date of issue 21-08-2018

Schedule for Submission of Bids Date 04-09-2018

Time 17:00 HRS

Schedule for Opening of Technical

Bids

Date 05-09-2018

Time 11:00 AM

Submission of pre-bid queries

(As per Annexure I)

Date 27-08-2018

Time 11:00 AM

Schedule of pre-bid meeting

Date 28-08-2018

Time 11:00 AM

Earnest Money Deposit (EMD) A Bid Security of Rs.50,000/- (Rupees Fifty Thousand Only)

by way of demand draft or pay order in favour of „IDBIBank

Limited‟ payable at Mumbai only, to be submitted along with

the Bid.

Address for communication / Pre–

bid Meeting / Submission &

Opening of Bids

Deputy General Manager, Retail Liabilities

IDBIBank Ltd

IDBI Tower, WTC, 13th Floor, Cuffe Parade,

Mumbai 400005

Contract Person

VikasPandit - 022-6655 2162/99989 44941

[email protected]

AniruddhaBarik – 022-6655 3459 / 99307 49991

[email protected]

Contact person for Technical

Queries

DGM,ITD

Note:

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

2. This bid document has 57 pages.

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

immediate next working day at the same time specified above and at the same venue unless

communicated otherwise.

4. No queries will be entertained after the date and time mentioned in this schedule, therefore.

mailto:[email protected]


IDBIBank Limited



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DISCLAIMER

The information contained in this Request for Proposal (“RFP / Bid Document”) or information provided

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

Bank Limited (“IDBI Bank /IDBI/Bank”), is provided to the bidder(s) on the terms and conditions set out

in this RFP document and all other terms and conditions subject to which such information is provided.

This RFP document is not an agreement and is neither an offer nor an invitation to offer. The purpose of

this RFP is to provide applicants who are qualified to submit the bids (“Bidders”) with information to assist

them in formulation of their proposals (“Bids”). This RFP does not claim to contain all the information

each Bidder may require. Each Bidder may conduct its own independent investigations and analysis and is

free to check the accuracy, reliability and completeness of the information in this RFP. Bank makes no

representation or warranty, express or implied, and shall incur no liability whatsoever under any law,

statute, rules or regulations as to the accuracy, reliability or completeness of this RFP. Bank may in its

absolute discretion, but without being under any obligation to do so, update, amend or supplement the

information in this RFP.

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

and amendment. IDBI Bank does not undertake to provide any Bidder with access to any additional

information or to update the information in this RFP or to correct any inaccuracies therein, which may

become apparent. IDBI Bank reserves the right of discretion to change, modify, add to or alter any or all of

the provisions of this RFP and/or the bidding process, without assigning any reasons whatsoever. Such

change will be intimated or made accessible to all Bidders. Any information contained in this document

will be superseded by any later written information on the same subject made available/accessible to all

recipients by IDBI Bank.

IDBI Bank reserves the right to reject any or all the responses to RFPs / Bids received in response to this

RFP at any stage without assigning any reason whatsoever and without being liable for any loss/injury that

Bidder might suffer due to such reason. The decision of IDBI Bank shall be final, conclusive and binding

on all the parties directly or indirectly connected with the bidding process.

It may be noted that notice regarding corrigenda, addendums, amendments, time-extensions,

clarifications, response to bidders’ queries etc., if any to RFP, will not be published through any

advertisement in newspapers or any other media. Prospective bidders shall be communicated for any

changes / development in relation to this RFP through e-mail.

IDBIBank Limited



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1. REQUIREMENT

IDBI Bank Ltd. intends to procure the below mentioned software with the following functional and

technical requirements and invites sealed quotations for the same. The intended details are as follows:

Particulars Period

Mobile and Desktop application for digital

account opening.

For a period of 15 weeks and the Bank

reserves the right to extend further after

evaluating the value addition at the end of the

Project.

The main scope of the project is the opening account through Mobile and Desktop application. There

are two phases of the project: 1st phase is branch based account opening (Desktop application) and

2nd

phase is customer based account opening (Mobile application).

Solution should be highly available with uptime of 99%.

All patch update and patch management of Solution modules has to be deployed by the selected

Bidder after obtaining approval from the Bank.

The Bidder shall conform the integrity of the solution supplied i.e. the solution is free from bugs,

malware, covert channels in code etc.

Bidder has to install /re-install the supplied solution in the servers and support the same during the

entire period without any extra cost to the Bank.

The solution proposed by the Bidder should be able to migrate to the newer version of Operating

Systems/Data Base Systems/Browsers without any extra cost to the Bank.

The solution should support the Web browsers viz. Internet Explorer 8 & above and Android/Ios.

The selected Bidder should facilitate for migration of the data from their system to New

Application post the contract period, if required.

The solution should be complied with Cyber Security norms. The bidder should provide

documents / declaration to the Bank.

The selected bidder should provide support for Data archival, retrieval and purging as per the

requirement of the Bank.

Further if the Bidder feels that certain features offered are superior to what has been specified by

the Bank, it shall be highlighted separately. Information regarding any modification required in the

proposed solution to meet the intent of the specifications and state-of-the art technology shall be

provided. However, the Bank reserves the right to adopt the modifications / superior features

suggested/offered.

The Bidder shall provide all other required services, whether or not explicitly mentioned in this

RFP, to ensure the intent of specification, completeness, operability, maintainability and

upgradability.

The selected bidder shall own the responsibility to demonstrate that the services offered are as per

the specification/performance stipulated in this RFP and as committed by the bidder either at site

or in bidder‟s work site without any extra cost to the Bank.

The scope of the Services, Maintenance and support is to be provided for the entire period as

stipulated for the project.

IDBIBank Limited



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Bidder must be owner of the solution.

The Bidder should install/re-install, configuration/re-configuration solution, database & other

software/utilities/Drivers for Production, UAT and Archival setups during the contract period and

also maintains and support the present/future proposed interfaces without any additional cost to the

Bank.

On the job training on Application installation, re-installation, configuration, administration and

day-to-day support operations to be provided to designated Officers of the Bank.

The licenses for the proposed solution should be enterprise wide and there should not be any

restrictions in issuing licenses based on no of users, no of branches, no of channels integrated, no

of systems integrated, no of uploading/downloading documents or transactions or files and no of

account open in Bank etc.

The proposed application should be capable to link to Core Banking System (CBS) for

identification De-duping of customer at the time of boarding.

The proposed application should not store any customer data, all details has to be maintained in

bank‟s server. System should place all files on SFTP and it should be capable of reading the

responses automatically.

The activities of every user in workflow should be logged by the system automatically for each

record and the same should be maintained.

Detailed process documentation, Standard operating procedures and management of solution

should be created and submitted to the Bank.

2. BASIC ELIGIBILITRY CRITERIA

General requirements [Mandatory]:

The Bidder / Company submitting the Bid should be in the business for at least three years.

The Bidder / Company should have provided Mobile / Desktop Application for a banking

application in any Public Sector Bank / Private Bank. A proof of having implemented the

application is to be furnished to the Bank.

The vendor should be able to provide Factual Information on implementation of the solution in any

Bank (Should have agreement in place with one of the Banks).

Should not be blacklisted by any public sector Banks, statutory or regulatory or investigative

agencies in India.

3. SCOPE OF WORK

As per Appendix

IDBIBank Limited



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4. TECHNICAL/COMMERCIAL EVALUATION SCORING MATRIX

Technical Matrix (100 marks weightage)

The marks for the technical evaluation will be calculated as per the following table

Criteria Evaluation Parameter Max Marks Support Document

Regulatory

Should have all

necessary license,

permissions, consents,

NOC as required under

law for carrying out its

business

-

Self declaration to be

submitted (Disqualified

If not Submitted)

Shouldn‟t have

blacklisted by any Govt

agency, PSU or PSB

during last 3 years

-

Self declaration to be

submitted(Disqualified

If not Submitted)

Credential

Should have an

implemented mobile/tab

based/desktop based

Bank employee initiated

digital account opening

process in major PSU or

Private banks

20

Evaluation of the live

product and reputation

of the bank

implementing the

solution developed by

the vendor

Should have a white

labelled product (similar

existing product which

can be customized) with

required functionalities

20

Features and flexibility

of the White labelled

product to be evaluated

by panel

Integration

experience

with API

gateways

and

banking

systems

API

gateways

(UIDAI

and NSDL

for

Aadhaar&

PAN)

5

Client

acknowledgement on

past project experience

details (project must

have had required

integration involved)

Finacle

(Core

Banking

System) 5

Client

acknowledgement on


details (project must

have had required

integration involved)

Other

technical

capabilities

Workflow

design

experience

5

Client

acknowledgement on


details of workflow

design or available off

the shelf product for

workflow design

Front end

(interface)

design

experience

5

Demo /screenshots of

the previously

developed interface

IDBIBank Limited



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Location

Should have offices in

India and dedicated

team members who can

be available during

office hours at banks

premises in Mumbai

during the development

period.

10

Proof of current

working location and

available bandwidth to

support the project

Resources

Number of people in the

team and their expertise 10

Team CVs with

individual team

members‟ details

Approach& technical

proposal

Live presentation to the

panel of the bank 20

Clarity of the project

requirement and

proposed approach

Total 100

Based on technical evaluation criteria, each bidder will be given certain marks. Only those bidder scoring

70% (70 marks out of 100) or above in technical evaluation will be shortlisted for commercial evaluation.

Commercial Matrix (30 marks weightage)

The lowest bidder among the technical qualified bidder will be invited for the execution of contract.

In case none of the bidder is able to qualify in the technical round, commercial bid of the top two bidders

on the basis of technical evaluation will be opened and one having the least price will be invited for the

execution of contract.

5. GENERAL TERMS AND CONDITIONS:

i. The quote should be valid for15 weeks from the date of the quotation.

ii. Bank would be placing order for the software during the aforesaid 15 weeks period.

iii. Bank reserves the right to alter the quantity of the above mentioned items.

iv. IDBI Bank reserves the right to re-issue / re-commence the entire bid process in case of any

anomaly, irregularity or discrepancy in regard thereof. Any decision of IDBI Bank in this regard

shall be final, conclusive and binding on the Bidder.

v. Decision as to any arithmetical error manifest or otherwise in the response to Bid Document shall

be decided at the sole discretion of IDBI Bank and the same shall be binding on the Bidder. Any

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

vi. IDBI Bank reserves the right to accept or reject in part or full any or all the proposals without

assigning any reason whatsoever. Any decision of IDBI Bank in this regard shall be final,

conclusive and binding on the Bidder.

vii. Response to our invitations that are incomplete or not received in the prescribed format will be

rejected outright.

viii. The Bidder shall sign an integrity pact with Bank on the lines of the draft given in this RFP.

ix. The bank has appointed Shri S. Srinivasan, IAS (Retd)(M-9483536100/

[email protected] ) and Shri Ajai Kumar, ex-CMD, Corporation Bank( M-

9619272893/ [email protected] ) as Independent External Monitor (IEM). The bidder

having grievance, if any, in the tendering process, may approach the IEM for redressal of their

complaints.

x. The Bidder shall furnish as a part of its Bid, a Bid Security of Rs. 50,000/- (Rupees Fifty Thousand

Only) by way of demand draft or bankers cheque or pay order in favor of „IDBI Bank Limited‟

payable at Mumbai. This Bid Security must accompany the technical bid. Any technical bid not

accompanied by EMD as mentioned above, shall be summarily rejected by IDBI Bank, without

mailto:M-9483536100/%[email protected]




IDBIBank Limited



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any further correspondence. The Bid Security shall not bear any interest. Any decision by IDBI

Bank in this regard shall be final, conclusive and binding on the Bidder/s.

The Bid Security shall be forfeited:

(i) if a Bidder withdraws his bid during the bid validity period; or

(ii) if a Bidder makes any statement or encloses any form which turns out to be false,

incorrect and/or misleading at any time prior to signing of contract and/or conceals or

suppresses material information; or

(iii) If the Successful Bidder fails to sign the contract or furnish performance security and

other guarantee(s)/security in the form and manner to the satisfaction of IDBI Bank, as

mentioned in the Bid Documents; or

(iv) In the event of any evasion, avoidance, refusal or delay on the part of the Successful

Bidder to sign and execute the order/ purchase order/ service order or any document, as

may be required by IDBI Bank in case the Bid is accepted.

6. PERFORMANCE SECURITY IN THE FORM OF BANK GUARANTEE

(i) The Successful Bidder shall furnish the performance bank guarantee within 15 days of

the receipt of acceptance by Bank, as per the format in Annexure-.

(ii) The value of the Performance Bank Guarantee will be 10 % of the total contract value.

(iii) The performance bank guarantee (PBG) should be issued by a scheduled

commercial bank (other than IDBI Bank) and directly forwarded to the Bank.

(iv) The Performance Bank Guarantee (PBG) should be valid for a period of 6 months

from the live of the application.

(v) The proceeds of the performance security shall be payable to Bank as compensation

for any loss or damage resulting from the Vendor‟s failure to complete its obligations

under and in accordance with the Contract.

(vi) Penalties, if any will be recovered from the payments / Performance Bank Guarantee,

as the Bank may deem fit. n case Performance Guarantee amount decreases from the

initial deposit level due to penal deductions, etc., it shall be made up / replenished back

to the initial amount deposited within 7 days of such penal deductions, etc. being

affected.

(vii) 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 EMD, in which event Bank may award the Contract to

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

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

The incidental expenses of execution of the Contract as well as the conditions stipulated in the

contract shall be strictly adhered to and any breach / violation thereof shall entail termination of the

Contract without prejudice to the other right of IDBI Bank including but not limited to the right to

levy / impose and recover penalties as specified in this RFP or Contract.

IDBIBank Limited



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7. SUBMISSION OF QUOTES:

i. Mode of submission: Sealed Quote to be submitted on or before 04 Sep, 2018 - 17.00 HRS The

quotes will be opened on 05 Sep, 2018- 11.00 AM in the presence of representatives of the Bidder

/ Vendors who choose to attend.

ii. The Bidder shall submit Only One Original set of the Bid.

iii. The Bid shall contain no interlineations, erasures or overwriting except as necessary to correct

errors made by the Bidder, in which case such corrections shall be signed by the authorized person

or persons signing the Bid.

iv. 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. The deficiency in documentation may result in the rejection of the

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

v. Each page should be stamped and signed by authorized signatory.

vi. The Bidders shall seal and mark the Bid accordingly.

vii. All the envelopes must be super-scribed with the following information:

a. Type of bid (Technical or Commercial)

b. Reference Number (IDBI – RFP – ………..)

c. Due Date

d. Name of Bidder

e. Name of the Authorized Person/Mobile Number of the bidding entity.

viii. All Schedules, Formats and Annexure should be stamped and signed by the authorized signatory of

the Bidder.

ix. The Bidders shall submit one copy of the Technical Bid and separate copy of Commercial

Bid in the separate sealed envelopes, clearly marking the envelope as “Technical Bid” and

“Commercial Bid” on or before the time prescribed for such submission.

x. The envelope carrying Technical Bid and Commercial Bid should then be put in a single

outer cover sealed envelope. The cover should read “Technical Bid & Commercial Bid for

Procurement ofMobile and Desktop Application for digital account opening ” xi. The Bid document should be complete in all respects and contain all information asked for and

should be complete and should be submitted in the specified format only. The Commercial Bid

should give all relevant price information and should not contradict the Technical Bid in any

manner. The Commercial Bid should be submitted in the specified format only. The prices quoted

in the Commercial Bid should be without any conditions.

xii. The sealed quotes should be accompanied by Annexure III, IV and Annexure V signed by duly

authorized officials. Please submit Certified True Copy of the Authorisation Letter / Board

Resolution / Power of Attorney /authorising the signatory to sign all documents in respect of RFP

including the indicative commercial bid.

xiii. The quotes should be delivered in a sealed cover super scribed as “Procurement of Mobile and

Desktop Application for digital account opening” addressed to:

Deputy General Manager, Retail Liabilities

IDBIBank Ltd

IDBI Tower, WTC, 13th Floor, Cuffe Parade,

Mumbai 400005

IDBIBank Limited



Page 11 of 57

8. DOCUMENTS TO BE SUBMITTED ALONG WITH THE BID

The following documents inter-alia has to be submitted by Bidders.

i. Bidders Profile

ii. Constitutional documents of Bidder

iii. DD of Earnest Money Deposit

iv. Unconditional Acceptance of Terms and Conditions.

v. Undertaking

vi. Escalation Matrix for delivery and support

vii. Copy of registration certificate regarding GST

viii. Certified true copy of Authorisation Letter / Board Resolution / Power of Attorney authorizing

the signatory to sign all documents in respect of RFP including the Indicative Commercial

Bid.

ix. Commercial Bid & Annexure–sealed Envelope.

x. Information Security Certificate as per format.

xi. Last two financial year Audited Balance sheet.

xii. Letter of Assignment/ Copy of Agreement given by other PSB or Private Bank

The above details are mandatory, without which the Bids are liable to be rejected. The list of documents

in the technical bid should be strictly as per the annexure given at the end of RFP.

9. PRICES:

i. The price quoted should be in INR only and should include warranty for the entire period

excluding taxes.

ii. Cost for each item should be quoted in INR with breakup in the Format provided in Annexure–II

herein).

iii. The Price quoted by the Bidder / Vendor cannot be altered or changed due to any reason.

iv. The price quoted is to be written in words as well as figures and in case of discrepancies between

prices written in words and the prices written in figures, the prices written in words shall be

considered to be correct.

10. DELIVERY:

The delivery will be at Navi Mumbai .

11. DELIVERY TIME FOR MOBILE AND DESKTOP APPLICATION FOR DIGITAL

ACCOUNT OPENING:

The first phase (desktop version) of the project has to go live within 12 weeks and the second phase

(mobile version) to be made live within 15 weeks of from issuance of work order.

12. SELECTION OF VENDOR:

Order for Procurement of the aforesaid licenses / software will be placed with the Bidder/Vendor based on

technical& commercial evaluation. However, IDBI Bank reserves the right to accept or reject any or all

the responses to RFP / Bids at any stage without assigning any reason whatsoever and without being liable

IDBIBank Limited



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for any loss/injury that Bidder might suffer due to such reason. The decision of IDBI Bank in this regard

shall be final, conclusive and binding an all the parties directly or indirectly connected with the bidding

process.

13. PAYMENT TERMS

i. 60% Payment will be released during the successful implementation of the first phase of the

solution, 20% after the second phase of the project, and 20% of the payment will be released after

three months (successful completion of the project to the satisfaction of the Bank) after deducting

the damages/penalty, if any.

ii. The 60% payment during the 1st phase will be further divided into 3 instalments:

a. Satisfactory Front end design (20%)

b. Successful System integration (20%)

c. Successful Testing and Final Release (20%)

iii. All taxes, if any, applicable shall be deducted at source as per current rate while making any

payment.

14. INFORMATION SECURITY

(i) The Bidder and its personnel shall not carry any written material, layout, diagrams, floppy

diskettes, hard disk, storage tapes or any other media out of Purchaser‟s premise without written

permission from the Purchaser.

(ii) The Bidder personnel shall follow The Bank‟s information security policy and instructions in this

behalf.

(iii) Bidder acknowledges that the Bank‟s business data and other proprietary information or

materials, whether developed by The Bank or being used by the Bank pursuant to any license

agreement with a third party (the foregoing collectively referred to hereinafter as “proprietary

information”) are confidential and proprietary to the Bank; and Bidder agrees and undertakes 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 Bidder to protect its own

proprietary information. Bidder recognizes that the goodwill of the Bank depends, among other

things, upon Bidder keeping such proprietary information confidential and that unauthorized use or

disclosure of the same by the Bidder could cause damage to the Bank. By the reason of Bidder‟s

duties and obligations hereunder, Bidder may come into possession of such proprietary

information, even though Bidder does not take any direct part in or furnish the Services performed

for the creation of said proprietary information and shall take all reasonable steps to prevent its

unauthorized use or disclosure and limit its access to its employees on a need to know basis in

order to perform the Services required by this RFP. Bidder shall use such information only for the

purpose of performing the Services.

(iv) Bidder shall, upon termination of this Contract for any reason, or upon demand by The Bank,

whichever is earliest, return any and all information provided to Bidder by The Bank, including

any copies or reproductions, both hardcopy and electronic.

(v) Bidder shall provide certificate/assurance from application providers/OEMs that the application is

free from embedded malicious / fraudulent code.”

(vi) The Bidder shall ensure that the equipment / application / software being supplied shall be free

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

data, equipment, theft of Intellectual Property Rights, network breach, sabotage etc.) incurred to

the Bank arising due to activation of any such embedded malware / malicious code. The Bidder

shall further supply a certificate to the Bank in the form Appended herewith.

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(vii) The Bidder shall ensure that subsequent patch, hotfixes and upgrades are also free from malicious

code.

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

of the Bank (as amended from time to time), which will be shared by the Bank with the L1 Bidder

on need to know basis. The L1 Bidder shall ensure that the equipment/application/software

supplied under the RFP shall be complacent with the ISP and CSP at all times.

(ix) The bidder shall make sure that the sensitive data (such as password, financial information,

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

geographical boundaries of India. The Bidder shall further supply a certificate to the Bank in the

form Appended in Annexure.

15. EXECUTION OF CONTRACT

i. After Bank notifies the Successful Bidder that its bid has been accepted; the Bidder should sign the

Contract and complete the execution of all other documents within 7 days of the acceptance of PO

/ LOI as applicable.

ii. The successful bidder prior to signing of contract has to sign the integrity pact.

iii. The signing of Contract should be accompanied by the submission of Non-DisclosureAgreement

(NDA) and Deed of Indemnity, Undertaking of Authenticity, undertaking from OEM / Vendor etc.

in terms of this RFP (as applicable).

iv. The Contract form and all other documents would be signed at Mumbai only.

v. Payment of stamp duty would be as per laws applicable in the State of Maharashtra.

vi. The Bidder shall bear all costs and expenses for the execution, stamp duty and submission of the

contract and agreements. Bank shall not be responsible or liable for reimbursing / compensating

these costs and expenses.

vii. The incidental expenses of execution of the Contract as well as the conditions stipulated in the

contract shall be strictly adhered to and any breach / violation thereof shall entail termination of the

Contract without prejudice to the other right of IDBIBank including but not limited to the right to

levy / impose and recover penalties as specified in this RFP or Contract.

16. DISCHARGE OF BID SECURITY

(i) EMD of the successful bidder shall be discharged on signing of the Contract and other legal

documents and upon furnishing the performance guarantee / security to the satisfaction of Bank.

(ii) The EMD of all unsuccessful Bidder(s) shall be discharged / returned as promptly as possible as

but not later than 30 (thirty) days after the conclusion of the contract.

(iii) All the bidders are required to submit the EMD refund request in the format given in the

RFP.

IDBIBank Limited



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ANNEXURE I – FORMAT FOR PRE-BID QUERIES

To be submitted in excel file format only

To be sent to the email : [email protected] and [email protected]

Subject line of email: “RFP FOR Mobile and Desktop Application for Digital Account Opening-“(bidder

name)”

Bidder Name-

Contact Person-

Contact No-

Email id-

Sr No RFP Ref

page no

RFP Ref

Clause

Existing

Clause

details

Clarification

sought



IDBIBank Limited



Page 15 of 57

ANNEXURE II – SERVICE & SUPPORT

Maintenance Benefits – for Mobile and Desktop Application

Product Upgrades

New product upgrades/releases for maintenance contract period

Unlimited Access to Technical Support

Through email and the on phone or any other medium of communication.

No limit to who can contract Support

Resolving the Problem or bugs in the software

Installation, license activation and download assistance

Basic configuration and how –to questions

Access to major and minor releases (Code change limited for prior versions)

Free Training As an when required

Helpful Links

Technical Support Policy

Elite Support Policy

Maintenance – Customer Success FAQ

User Portal-a single place to access:

License Management-view, assign and transfer

Submit Technical Support Requests

Download Latest Versions

Quick Start Guides.

Online Training and Tutorials

IDBIBank Limited



Page 16 of 57

ANNEXURE II – FORMAT OF COMMERCIAL BID

Ref no: IDBI/RBG/RFP/2018-19/002

(To be printed on Vendors Letter Head)

Particulars Bid validity Period Cost (in INR)

Mobile and Desktop Application

For Digital Account Opening 15 weeks

Support 6 months

AMC (per annum)

Total

The amounts mentioned in the bid should be exclusive of all taxes as applicable.

All other Levies, Duties, Charges, freight, insurance, installation etc. should be included in the bid

price.

The delivery date of the entire module (mobile + desktop) will be 15 weeks from the date of

acceptance by the vendor.

The first phase (desktop version) of the project has to go live within 12 weeks and the second

phase (mobile version) to be made live within 15 weeks of from issuance of work order

Feedback received from the field functionaries within 60 days post final release of the project

should beas and when incorporated

Delivery: Navi Mumbai.

Validity of the Bid = 15 weeks

Extension of Contract: Bank reserves the right to extend further after evaluating the Value addition

at the end of the Project.

IDBIBank reserves the right to negotiate the price with the finally successful bidder before

awarding the contract.

We undertake to abide by all the terms and conditions mentioned in this Invitation for Quotes issued by

IDBIBank.

Place:

Date: Signature:

Name:

Designation:

Company Seal:

Mobile & Email id:

IDBIBank Limited



Page 17 of 57

ANNEXURE – III: UNDERTAKING

Date:

To,

Deputy General Manager, Retail Liabilities Department,

IDBIBank Ltd

IDBI Tower, WTC, Cuffe Parade,

Mumbai 400005.

Ref No.:IDBI/RBG/RFP/2018-19/002

We, _________________ (name and designation) on behalf of ________________ having registered

office at _______________________________________________ have submitted a bid proposal

document to IDBIBank Limited (hereinafter referred to as IDBIBank) for Procurement ofMobile and

Desktop Application forDigital Account Opening

We hereby undertake and declare that

a) We are duly authorized persons to submit this undertaking.

b) We have read and understood the RFP document.

c) We do not have any other business relationship with IDBIBank Limited including its Directors and

officers and nor have any conflict of interest. We shall on occurrence of any such event

immediately inform the concerned authorities of the same.

d) We have submitted our bid proposals in compliance with the specific requirements as mentioned in

the RFP document.

e) We shall provide with information‟s may be required by IDBIBank from time to time.

f) We are aware of the fact that furnishing of any false or misleading information or document shall

make us liable for punitive action.

g) No inquiries or investigations have been threatened, commenced or pending against us by any

statutory or regulatory or investigative agencies or lending institutions.

h) Neither the company nor any of its employees/directors have been barred from providing such

services by the issuing authority or any other competent institution nor are we blacklisted by any

public sector Banks, statutory or regulatory or investigative agencies in India.

Yours faithfully,

Signature

(Name of Authorized Signatory)

Designation

Seal/Stamp of the Vendor

IDBIBank Limited



Page 18 of 57

ANNEXURE – IV: ACCEPTANCE OF RFP TERMS.

(To be submitted on the Company‟s Letter Head)

Date:

To,

Deputy General Manager, Retail Liabilities Department,

IDBI Bank Ltd

IDBI Tower, WTC, Cuffe Parade,

Mumbai 400005.

Ref No.:IDBI/RBG/RFP/2018-19/002

Ref: Procurement ofMobile and Desktop Application for Digital Account Opening

Ref No: IDBI/RBG/RFP/2018-19/002

This is to confirm that we absolutely and unconditionally accept all the terms and conditions as mentioned

in the aforesaid RFP floated by IDBIBank Ltd. for Procurement ofMobile and Desktop Application for

Digital Account Opening.

.

Sign

(Name of Authorized Signatory)

Designation

Seal/Stamp of the Vendor

Note: Please submit Certified True Copy of the Authorisation Letter / Board Resolution / Power of

Attorney /authorising the signatory to sign all documents in respect of RFP including indicative

commercial bid.

IDBIBank Limited



Page 19 of 57

ANNEXURE V- PERFORMANCE BANK GUARANTEE

(To be submitted by the Successful Bidder) Bank Guarantee No.

Bank Guarantee Amount

Expiry Date

Claim Amount

GUARANTEE FOR PERFORMANCE OF CONTRACT

THIS GUARANTEE AGREEMENT executed at ___________ this ________ day of

_____________ Two Thousand Eighteen

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 assigns)

IN FAVOUR OF:

IDBI BANK LIMITED, a company registered under the Companies Act, 1956 (1 of 1956) and a banking

company within the meaning of Section 5 I of the Banking Regulation Act, 1949 (10 of 1949) and

having its registered office at IDBI Tower, WTC Complex, Cuffe Parade, Mumbai – 400 005 and having

its Branch Office amongst other places (hereinafter referred to as “Bank” which expression shall

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

successors and assigns),

WHEREAS, Bank vide RFP No. ___ dated ___________called for the bids for engagement of Vendor

FOR Mobile and Desktop Application for Digital Account Opening

1. .M/s……………………… have been appointed as the Vendor (hereinafter referred to as “Vendor”) and

accordingly has entered into Contract with Bank subject to the terms and conditions contained in

the said documents and the Vendor has duly confirmed the same.

2. AND WHEREAS pursuant to the Bid Document, the Contract form, annexure, Forms 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 …………………. , 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. The Vendor has also furnished indemnity deed dated

[] and Non-Disclosure Agreement dated [] and as such is bound by the same.

3. AND WHEREAS the Vendor has duly signed the said documents.

4. AND WHEREAS in terms of the Contract, 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 faithful observance and performance by the Vendor of the terms, conditions, covenants,

stipulations, provisions of the Contract/the said documents.

5. AND WHEREAS at the request of the Vendor , the Guarantor has agreed to guarantee the Bank,

payment of the 10% of the Contract Price amounting to …………………………..(in words) towards

faithful observance and performance by the Vendor of the terms of the Contract and the said

documents.

NOW THEREFORE THIS AGREEMENT WITNESSETH AS FOLLOWS:

In consideration of the above premises, the Guarantor hereby unconditionally, absolutely and

irrevocably guarantees to the Bank as follows:

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

IDBIBank Limited



Page 20 of 57

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 Contract, 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 Contract 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

5.1. any change in the constitution or winding up of the vendor or any absorption, merger or

amalgamation of the Vendor with any other company, corporation or concern; or

5.2. 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

5.3. acquisition or nationalization of the Vendor and/or of any of its undertaking(s) pursuant to

any law; or

5.4. any change in the constitution of Bank/Vendor; or

5.5. any change in the setup of the Guarantor which may be by way of change in the constitution,

winding up, voluntary or otherwise, absorption, merger or amalgamation or otherwise; or

5.6. 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. Notwithstanding anything contained hereinabove, the liability of the Guarantor hereunder shall

not exceed the rupee equivalent of ………………………………………. (In words) being the 10% of the

Contract Price.

7. This Guarantee will expire on _______________ (Validity Period). Any demand or claim under this

Guarantee must be received by the Guarantor by ______________(Claim Period) and if no such

demand or claim has been received by the Guarantor by the date mentioned as aforesaid, then all

the rights of the Bank under this Guarantee shall cease.

8. For all purposes connected with this Guarantee and in respect of all disputes and differences

under or in respect of these presents or arising there from the courts of Mumbai city

where the Bank has its Registered Office shall alone have jurisdiction to the exclusion of all other

courts.

IN WITNESS WHEREOF the Guarantor has caused these presents to be executed on the day, month

and year first herein above written as hereinafter appearing.

SIGNED AND DELIVERED BY

the within named Guarantor,

__________________________,

by the hand of Shri.__________,

its authorized official.

IDBIBank Limited



Page 21 of 57

ANNEXURE VI- LETTER FOR REFUND OF EMD

(To be submitted by all the bidders) Date :

Deputy General Manager,

RBG-Retail Liabilities Department,

IDBI Bank Limited

13th Floor, IDBI Tower,

Cuffe Parade, Colaba,

Mumbai.

We ____________ (Company Name) had participated in the RFP FOR Mobile and Desktop Application

for


.

OR

We ______________ (Company Name) had participated in the RFP for Supply, Customization,

Installation, Testing and Commissioning of the Software FOR Mobile and Desktop Application for

Digital Account Opening.

Kindly refund the EMD submitted for participation. Details of EMD submitted are as follows

Sr. No. DD No & date Drawn on

(Bank Name )

Amount ( Rs)

Bank details to which the money needs to be credited via NEFT are as follows

1 N1a me of the Bank with

Branch

2 Account Type

3 Account Title

4 Account Number

5 IFSC Code

6 PAN no.

7 G STN no.

Sign

Name of the signatory

Designation

Company Seal.

IDBIBank Limited



Page 22 of 57

ANNEXURE VII – FORMAT OF INFORMATION SECURITY CERTIFICATE

Information Security Certificate

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

This is to certify that–

1. The software/future upgrades being offered do not contain any kind of malicious code such as

Viruses, Trojan, Spyware etc that would:

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

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

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

Bank or in its CBS Platform or otherwise.

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

equipment or information, sabotage & information extortion;

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

of any of the aforesaid assurances & representations and also for any physical damage, loss of

information, loss of reputation and those relating to copyright and Intellectual Property Rights

(IPRs), caused due to activation of any such malicious code in the software supplied.

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

information, personal information etc.) shared by the Bank will be kept within the geographical

boundaries of India.

Date: (Signature of Authorized Signatory)

Place: Name and designation

Company Seal:

IDBIBank Limited



Page 23 of 57

The Bidders should provide their details in the format given below:

Reference No :IDBI/RBG/RFP/2018-19/002

BIDDER’S PROFILE

Signature:

Name of the Authorized Person: (Authorized for this RFP)

Designation:

Company Seal:

Sr. No. Details

1. Name & Address of the Bidder

2. Constitutional documents of the Bidder

3. Copy of registration certificate regarding GST

4. Registered Office Address of the Bidder

5. Correspondence address at Mumbai with contact person/s name/s,

telephone number, mobile number etc.

6. Contact person/s name/s, telephone number, mobile number etc.

for the purpose of this RFP if different from the authorized

signatory.

7. Name and designation of the person authorized to sign the Bid /

proposal and all other documents incidental to the RFP.

IDBIBank Limited



Page 24 of 57

RESPONSE TO RFP- LIST OF DOCUMENTS

Documents, other than the commercial bids, must be submitted in the following order as part of the

response to the RFP.

Reference No :IDBI/RBG/RFP/2018-19/002

S.N. Documents to be submitted Submitted

( Yes / No)

1 Bidder‟s profile Yes / No

2 Demand draft of EMD Yes/No

3 Unconditional Acceptance of Terms and Conditions of RFP ( Section 5) Yes / No

4 Undertaking Yes/No

5 Signed copy of the RFP Yes / No

6 Authorization for signing of RFP Document (Certified true copy of

Board Resolution) and Power of attorney (POA)

Yes / No

7 Escalation matrix for delivery setup and support. Yes / No

8 Information Security Certificate Yes/No

IDBIBank Limited



Page 25 of 57

Documents to be submitted by the successful bidder

PRE CONTRACT INTEGRITY PACT

General

This pre-bid pre-contract Agreement (hereinafter called the Integrity Pact) is made on

____________ day of the monthof ___________ 20___,between,IDBI Bank Ltd.,a company

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

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

1949), with Corporate Identity No. L65190MH2004GOI148838 and having its registered office

at IDBI Tower, WTC Complex, Cuffe Parade, Mumbai 400005through its _______________

Department/ Office at ___________, _________, (hereinafter called the "PRINCIPAL'', which

expression shall mean and include, unless the context otherwise requires, its successors) of the

First Part and M/srepresented by Smt/ Shri___________________________, (hereinafter

called the "BIDDER/ Seller which expression shall mean and include, unless the context

otherwise requires, its/ his successors and permitted assigns) of the Second Part.

WHEREAS the PRINCIPAL proposesto procureof Mobile and Desktop Application for

Digital Account Opening for IDBI BankandBIDDER/ Seller is willing to offer/ has offered the

same to the Principal.

WHEREAS theBIDDER is a privatecompany/publiccompany/ Government

undertaking/partnership/registered exportagency,constitutedin accordance with therelevant law

in the matter and the PRINCIPALis an Office/ Department ofIDBI Bank Ltd performing its

functions onbehalf of IDBI Bank Ltd.

NOW, THEREFORE,

To avoid all forms of corruption by followingasystem that is fair, transparent and free fromany

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

be· entered into with a view to:

Enabling the PRINCIPAL to obtain the desired service at a competitive price in conformity

with the defined specifications by avoiding the high cost and the distortionary impact of

corruption on public procurement; and

Enabling BIDDERs to abstainfrom bribing or indulging in anycorrupt practice in order to

secure the contract by providing assurance to them that their competitors will also abstain from

bribing and other corrupt practices and the PRINCIPALwill committo prevent corruption, in

any form, by its officials by following transparent procedures.

The parties hereto hereby agree to enter into this Integrity Pact and agree as follows:

1. Commitments of the PRINCIPAL

1.1 The PRINCIPAL undertakes that no official of the PRINCIPAL, connected directly or

indirectly with the contract, will demand, take a promise for or accept directly or through

intermediaries, any bribe, consideration, gift, reward, favour or any material or immaterial

benefit or any other advantage from the BIDDER, either for themselves or for any person,

organization or third party (which is not available legally) related to the contract in exchange

for an advantage in the bidding process, bid evaluation, contracting or implementation process

related to the contract.

IDBIBank Limited



Page 26 of 57

1.2 The PRINCIPAL will, during the pre-contract stage, treat all BIDDERs alike, and will

provide to all BIDDERs the same information and will not provide any such information to any

particular BIDDER which could afford an advantage to that particular BIDDER in comparison

to other BIDDERs.

1.3 Alltheofficialsofthe PRINCIPAL will reporttotheappropriateauthority any attempted or

completed breachesof theabovecommitmentsaswellasanysubstantialsuspicion of such a breach.

2. In case any such precedingmisconduct onthe part of such official(s) is reported by the

BIDDER to the PRINCIPAL with full and verifiable facts and the same is prima facie found to

be correct by the PRINCIPAL, necessary disciplinary proceedings, or any other action as

deemed fit, including criminal proceedings may be initiated by the PRINCIPAL and such a

person shall be debarred from further dealings related to the contract process. In such a case

while an enquiry is being conducted by the PRINCIPAL the proceedings under the contract

would not bestalled.

3. Commitments of the BIDDERs

The BIDDER commits itself to take all measures necessary to prevent corrupt practices,

unfair means and illegal activities during any stage of its bid or during any pre-contract or post-

contract stage in order to secure the contract or in furtherance to secure it and in particular

commit itself to the following:

3.1 The BIDDER will not offer, directly or through intermediaries, any bribe,gift,

consideration, reward, favour, any material or immaterial benefit or other advantage

commission, fees brokerage or inducement to any official of the PRINCIPAL,

connecteddirectly or indirectly with thebidding process, or to any person, organisation or third

party related to the contract in exchange for any advantage in the

bidding,evaluation,contracting and implementationof the contract.

3.2 The BIDDERfurther undertakes that it hasnot given, offered or promised to give,

directlyorindirectlyanybribe,gift,consideration,reward, favour, any material or

immaterialbenefit or other advantage, commission, fees, brokerage or inducement (not

available legally) to any official ofthe PRINCIPAL or otherwise in procuring the Contract or

forbearing to door having done anyact inrelation to the obtaining or execution ofthe contract or

any other contract with IDBI Bank Ltd for showing or forbearing toshow favour or disfavour to

any person in relationtothecontract orany other contract with IDBI Bank Ltd.

3.3 The BIDDER further confirms and declares to the PRINCIPAL that the BIDDER is the

originalvendor or service provider in respect of service covered in the bid documents and the

BIDDER has not engaged with any individual or firm or company whether Indian or foreign to

intercede, facilitate or in any way to recommend to the PRINCIPAL or any of its functionaries,

whether officially or unofficially to the award of the contract to the BIDDER, nor has any

amount been paid, promised or intended to be paid toany such individual, firm or company in

respect of anysuch intercession, facilitation or recommendation.

3.4 The BIDDER, at the earliest available opportunity, i.e. either while presenting the bid

or during pre-contractnegotiations and in any case before opening the financial bid and before

signingthe contract, shall discloseany payments he has made, is committed to or intends to

make to officials of the PRINCIPAL or their family members,agents, brokers or any other

intermediariesin connection with thecontract and the details of the services agreed upon for

such payments.

3.5 The BIDDER will not enter into any undisclosed agreement or collude with otherparties

interested in the contract/ other BIDDERs to impairthe transparency, fairnessand progress of

IDBIBank Limited



Page 27 of 57

the biddingprocess, bid evaluation, contracting and implementation of the contract or with

respect to prices, specifications, certifications, subsidiary contracts etc.

3.6 The BIDDER will not accept any advantage in exchange for any corrupt practice; unfair

means and illegal activities.

3.7 The BIDDER shall not useimproperly, for purposeof competition or personal gain or

pass on to others, any information provided by the PRINCIPAL as a part of the business

relationship, regarding plans, technical proposals and business details including information

contained in any electronic data carrier. The BIDDER also undertakes to exercise due and

adequate care lest any such information is divulged.

3.8 The BIDDER commits to refrain from giving any complaint directly or through

anyother mannerwithout supporting it with full and verifiable facts.

3.9 The BIDDER shallnot instigate or cause to instigate any third person to commit any of

the actions mentioned above.

3.10 If the BIDDER or any employee of the BIDDER or any person acting on behalf of the

BIDDER, either directly or indirectly, is a relative of any of the officers of the PRINCIPAL, or

alternatively, if any relative of an officer of the PRINCIPAL has financial interest/stake in the

BIDDER's firm, the same shall be disclosed by the BIDDER at the time of filing of tender.

3.11 The BIDDER shall not lend to or borrow any money from or enter into any monetary

dealings or transactions, directly or indirectly, with any employee of the PRINCIPAL.

3.12 The BIDDER/ Contractor shall not directly or through any other person or firm use

coercive practices against IDBI Bank and/ or other BIDDERs/ Contractor(s).

3.13 BIDDERs are not to pass any information provided by the PRINCIPAL as a part of

business relationship to others and not commit any offence under PC/ IPC Act.

3.14 Foreign BIDDERs if any, to disclose name and address of agents and representatives in

India and Indian Bidders to disclose their foreign principal or associates.

3.15 BIDDERs to disclose any transgressions with any other company that may impinge on

anti- corruption principle.

4. Previous Transgressions

4.1 The BIDDER declares that no previous transgression occurred in the last three years

immediately before signing of this Integrity Pact, with any other company in any country in

respect of any corrupt practices envisaged hereunder or with any Public Sector Enterprise /

Public Sector Banks in India or any Government Department in India or RBI that could justify

BIDDER‟s exclusion from the tender process.

4.2 The BIDDER agrees that if it makes incorrect statement on this subject, BIDDER can

be disqualified from the tender process or the contract, if already awarded, can be terminated

for such reason.

5. Sanctions for Violations

5.1 Any breach of the aforesaid provisions by the BIDDER or anyone employed by it or

acting on its behalf (whether with or without the knowledge of the BIDDER) shall entitle the

PRINCIPAL to take all or any one of the following actions, wherever required:

5.1.1 To immediately call off the pre contract negotiations without assigning any reason and

without giving any compensation to the BIDDER. However, the proceedings with the other

IDBIBank Limited



Page 28 of 57

BIDDER(s) would continue, unless the PRINCIPAL desires to drop the entire process.

5.1.2 To immediately cancel thecontract, if already signed, without giving any compensation

to the BIDDER.

5.1.3 To cancel all or any other Contracts with the BIDDER.The BIDDER shall be liable to

pay compensation for any loss or damage to the PRINCIPAL resulting from such

cancellation/rescissionand the PRINCIPALshall be entitled to deductthe amount so payable

from the money(s) due to the BIDDER.

5.1.4 To debar the BIDDER from participating in future bidding processes of the

PRINCIPALor any of itssubsidiariesfor a minimumperiodof five years, which may befurther

extended at the discretion of the PRINCIPAL.

5.1.5 Torecoverall sums paid, in violation of thisPact,byBIDDER(s)toanymiddlemanor agent

or broker with a view to securing the contract.

5.1.6 Intimate to the CVC, IBA, RBI, as the PRINCIPAL deemed fit the details of such

events for appropriate action by such authorities.

5.2 The PRINCIPAL will be entitled to take all or any of the actions mentioned at para5.1.1

to 5.1.6of this Pact also on the Commission by the BIDDER or any one employed by it or

acting on its behalf (whether with or without the knowledge of the BIDDER), of an offense as

defined in Chapter IX of Indian Penal Code, 1860 or Prevention of Corruption Act, 1988 or any

other statute enacted for prevention of corruption.

5.3 The decision of the PRINCIPAL to the effect that a breach of the provisions of this Pact

has been committed by the BIDDER shall be final andconclusive on the BIDDER. However,

theBIDDER can approach the Independent External Monitor(s) appointed for the purposes of

this Pact.

6. Fall Clause

6.1 The BIDDER undertakes that it has not supplied/ is not supplying similar services at a

price lower than that offered in the present bid in respect of any other Ministry/ Department of

the Government of India or PSU or any other Bank and if it is found at any stage that similar

services was supplied by the BIDDER to any other Ministry/ Department of the Government

of India or a PSU or a Bank at a lower price, then that very price, with due allowance for

elapsed time, will be applicable to the present case and the difference in the cost would be

refunded by the BIDDER to the PRINCIPAL, if the contract has already been concluded.

7. Independent External Monitors

7.1 The PRINCIPAL has appointed Independent External Monitors (hereinafter referred to

as Monitors or IEMs) for this Pact in consultation with the Central Vigilance Commission

(Names and Addresses of the Monitors to be given).

7.2 The task of the Monitors shall be to review independently and objectively,

whetherandtowhatextenttheparties comply withthe obligationsunderthis Pact.

7.3 The Monitors shall not be subject to instructions by the representatives of the parties

and performtheir functions neutrallyand independently.

7.4 Both the parties accept that the Monitorshave the right toaccess all the documents

relatingto the project/procurement, including minutes of meetings.

7.5 As soon as the Monitor notices,or has reason to believe, a violation of

thisPact,hewillsoinformtheAuthoritydesignated by the PRINCIPAL.

7.6 The BIDDER(s) accepts that the Monitor has the right to access without restriction to

all Project documentation of the PRINCIPAL including that provided by the BIDDER. The

IDBIBank Limited



Page 29 of 57

BIDDER will also grant the Monitor, upon his request and demonstration of a valid interest,

unrestricted and unconditional access to his projectdocumentation. The same is applicable to

Sub-contractors. The Monitor shall be under contractual obligation to treat the information and

documents of the BIDDER/ Sub-contractor(s) with confidentiality.

7.7 The PRINCIPAL will providetotheMonitor sufficientinformationabout all meetings

among the parties related to the Project provided such meetings could havean impact onthe

contractual relations between the parties. Theparties willofferto the Monitorthe option to

participate in such meetings.

7.8 The Monitor will submit a written report to the designated authority of

PRINCIPAL/Secretary in the Department/ within 8 to 10 weeksfromthe date of reference or

intimation to him by the PRINCIPAL/ BIDDERand, should the occasion arise, submit

proposals for correcting problematic situations.

8. Facilitation of Investigation

In case of any allegation of violation of any provisions of this Pact or payment of commission,

thePRINCIPAL or its agencies shall be entitled to examine all thedocumentsincluding the

Books of Accounts of theBIDDERand theBIDDER shallprovide necessaryinformation and

documents in English and shall extend allpossible help forthe purpose ofsuch examination.

9. Law and Place of Jurisdiction

This Pact is subject toIndian Law.The placeof performance and jurisdiction istheseat of the

PRINCIPAL.

10. Other Legal Actions

The actions stipulated in this Integrity Pact are without prejudice to any other legal action that

may follow in accordance with the provisions of the extant law in force relating to anycivil or

criminal proceedings.

11. Validity

11.1 The validity of this Integrity Pact shall be from date of its signing and extend upto 1

years or the complete execution of the contract to the satisfaction of the PRINCIPAL and the

BIDDER/Seller, including warranty period, whichever is later. In case BIDDER is

unsuccessful, this Integrity Pact shall expire after six months from the date of the signing of the

contract, with the successful bidder by the PRINCIPAL.

11.2 Should one or several provisions of this Pact turnout to be invalid; the remainder of this

Pact shall remain valid. In this case, the parties will strive to come to an agreement to their

original intentions.

12. The parties hereby sign this Integrity Pact at _______________ on___________.

IN WITNESS WHEREOF, the Parties have signed and executed this Integrity Pact at

the place and date first hereinabove mentioned in the presence of following witness:

Signature Signature

(For & on behalf of the PRINCIPAL) (For & on behalf of the BIDDER/ Contractor)

Office Seal Office Seal

Name Name

Designation Designation

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Witness 1:

(Name & Address) __________________________

Witness 2:

(Name & Address) ____________________________

[Provisionsof the above clauseswouldneedto beamended/deletedin line with

thepolicyofthe PRINCIPALinregard

toinvolvementofIndianagentsofforeignsuppliers].

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SERVICE LEVEL AGREEMENT

BETWEEN

IDBIBANK LIMITED

AND

__________________

THIS AGREEMENT (“the Contract”) is entered into at Mumbai on this___day of ________2018

BETWEEN :

IDBIBANK LIMITED, a companyregisteredundertheCompaniesAct,1956(1 of1956) and within

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

within the meaning of Section5(c) of the Banking Regulation Act,1949(10 of1949)and having its

registered office at IDBITower, WTC Complex, CuffeParade,Colaba, Mumbai– 400005, in the State

of Maharashtra (here in after referred to as "IDBI/IDBIBank/the Bank", which expression shall,

unless it be repugnant to the subject, contexto meaning thereof, be deemed to mean and include its

successors and assigns of the ONE PART ;

AND :

_______________________________, a is a private company/public company/ Government

undertaking/partnership/registered export agency, constituted in accordance with the relevant

law itsregistered office at in the State of (here in after referred to as "Service Provider/Vendor",

which term shall, unless it be repugnant to the subject, context or meaning thereof, be deemed to mean

and include its successors and permitted assigns) of the OTHER PART ;

IDBI Bank and Service Provider are hereinafter collectively referred to as "Parties" and individually

as a "Party"

WHEREAS,

1. WHEREAS IDBI Bank engaged in the business of Banking and desirous to implement the

digital account opening by procuring Mobile and Desktop application - for its Banking business

issued RFP (ref: IDBI/RBG/RFP/2018-19/002) dated _________ inviting quotation for the

said purpose.

2.

AND WHEREAS, Service Provider emerged as the Successful Bidder,and IDBIBank vide its

Purchase Order (ref: IDBI/PO/ ) dated _______________ placed order with the

Service Provider for Mobile and Desktop application to be used for digital account opening as

per the terms and conditions mentioned in the RFP and PO, which was duly accepted by the

Service Provider. The RFPor any corrigendum to RFP, if any and PO shall form part of this

agreement.

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3. AND WHEREAS, the Service Provider/ Vendor, in terms of its constitutional documents i.e.

Memorandum and Articles of Association, has the power to provide the above mentioned

services.

4. AND WHEREAS, IDBIBank and the Service Provider are desirous of recording the terms relating

to the above arrangement and understanding with respect to the services and hence these presents.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable

consideration, the receipt and sufficiency of which are hereby expressly acknowledged by the

Parties, the Parties hereto hereby agree as follows :

DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings set out below.

"Applicable Laws" means, with respect to any Person, all laws, statutes, rules, regulations, orders, writs,

processes, decrees, injunctions, judgments, or awards of an arbitrator, a court or any other governmental

authority, and all governmental authorizations binding upon or applicable to such Person or to any of its

properties or assets.

"Confidential Information" meansand includes,

i. IDBIBankstandard/special security procedures and systems at various locations;

ii. Technical or business information or material not covered in (i) above;

iii. Any information or data, including but not limited to, that which relates to proprietary or internal

information related to customers/constituents/products or services of IDBIBankincluding,

financial information, process /flowcharts, information related the Services, business and

contractual relationships, information the Parties provide regarding third parties;

iv. Information disclosed pursuant to this Agreement and

v. Allsuch other information which by its nature or the circumstances of its disclosure is

confidential.

vi. To treat Confidential Information as confidential for a period of 5 years from the date of receipt. In

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

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

of such termination.

"Agreement" means this agreement and all documents attached here to.

“Fees” means, the amount payable by IDBIBanktothe Service Provider for the Services rendered by the

Service Provider and as detailed in PO.

"Good Industry Practice" means the exercise of degree of skill, diligence and prudence which is

expected from a highly skilled, experienced recognized and reputed service provider engaged in the

same type of undertakings s ervice provider under similar circumstances and acting generally in

accordance with the prevailing laws, rules, regulations, codes and industry standards.

Key Personnel"meansthose of Service Provider's personnel identified as such by IDBIBank.

“Party” or “Parties” means and include IDBIBank and Service Provider, individually or collectively, as

the context may so require.

"Person"means any natural person, firm, corporation, company, voluntary association (incorporated or

otherwise), partnership, joint venture, trust, limited organization, unlimited organization, or other entity.

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"Services" means ATS upgrade/support of Mobile and Desktop application Licenses by the Service

Provider and matters related to or incidental to the foregoing as described in Annexure – I

i n c l u d i n g R e q u i r e m e n t s / Scope of Services/Work as stated in RFP Ref. No.:

IDBI/RBG/RFP/2018-19/002 dated ___________)under this Agreement and any alterations thereof.

“Scope of Work” shall mean the written statement issued by IDBIBank to Service Provider and accepted

by Service Provider stating the requirement for Services, setting out in detail the content, nature and scope

of Services required, the duration of such requirement, the number of personnel required, the expected

time of commencement and completion, milestones, turnaround time and such other details as may be

material to the Services required and detailed in the Appendix of the RFP .

2 SCOPE OF SERVICES TO BE PERFORMED AND OR RENDERED

2.1 Particulars of Statement of Work

The Service Provider shall provide Services, in accordance with the Scope of Work /

Statement of Work / service levels appended as Annexure-I hereto and any other additional

services mutually agreed by way of written amendments to Annexure -I.

2.2 Scope of Services

The Service Provider shall provide all professional services including supervision, assistance,

guidance, etc. more particularly detailed in the Annexure - I to this Agreement and shall

perform all operations and assignments and render all Services as may be necessary and

incidental to fulfill its obligations under this Agreement. The Service Provider shall render

the Services to the best of its ability and in accordance with Good Industry Practice. Further,

all services necessary and required to satisfactorily fulfill its obligations under this

Agreement, shall be deemed to be included in the scope of Services (Annexure - I to this

Agreement) of the Service Provider.

2.3 RelatedDocumentation / Records

The Service Provider will maintain and provide all necessary documentation, registers

manuals and records (both electronic & Physical)in connection with the performance and

management of Services and other related documents including for complying with

Applicable Laws or any statutory requirements.

3 PAYMENT Terms

a. The payment will be released as per the following schedule:

i. 60% Payment will be released during the implementation of the first phase of the

solution, 20% after the second phase of the project, and 20% of the payment will

be released after three months (successful completion of the project to the

satisfaction of the Bank) after deducting the penalty/damages, if any.

ii. The 60% payment during the 1stphase will be further divided into 3 instalments:

Satisfactory Front end design (20%)

Successful system integration (20%)

Successful Testing and Final Release (20%)

b. All taxes, if any, applicable shall be deducted at source as per current rate while making

any payment.

c. All taxes, if any, applicable shall be deducted at source as per current rate while making any

payment.

d. IDBIBankshall pay the undisputed fees to the Service Provider upon receipt of the Service

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Provider‟s original invoice(s), raised in accordance with the Billing and Payment

Methodology set out in the RFP.

e. Service Provider shall submit its invoice(s) and supporting documents in both soft and hard

copy to the office of the Bank at IDBI Tower,Mumbai.

4 DISPUTEDPAYMENTS& SETOFF

IDBIBankreservesthe right to dispute payment due to the Service Provider under this or any

other contract if the Service Provider has not performed the Services in accordance with the

provisions of this Agreement. In the event, IDBIBank disputes payment, IDBIBankwillinform

the Service Provider of the same in writing, and the Parties will attempt to settle the payment

dispute under the amicable settlement procedures set out therein. If the Parties agree that the

Services were not performed in accordance with this Agreement, then such disputed payment, if

any, shall – (i) if already paid by IDBIBanktothe Service Provider be forthwith refunded by the

Service Provider; and (ii) if payable or outstanding, shall cease to be so payable or outstanding

(iiii) set off against the outstanding bills if any, as the case may be.

5 TAXES

The Service Provider and its directors shall be solely liable for the payment of all taxes, duties,

fines, penalties, etc., by whatever name called as may become due and payable under the local,

state and/or central laws, rules and/or regulations as may be prevalent and as amended from

time to time in relation to the Services rendered pursuant to this Agreement.

Notwithstanding anything contained in this Agreement, IDBIBank shall not be liable nor

responsible for collection and/or payment of any such taxes, duties, fines, penalties etc., by

whatever name called, that are due and payable by the Service Provider under the local, state

and/or central laws, rules and/or regulations as may be prevalent and as amended from time to

time.

6 DISPUTE RESOLUTION MECHANISM

The Parties shall use their best efforts to amicably settle all disputes arising out of or in

connection with this 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 fifteen (10) days of receipt of the notice.

b. The matter will be referred for negotiation between Chief General Manager of IDBIBank

and Chief Financial Officer of the Service Provider. The matter shall then be resolved by

them and the agreed course of action documented within a further period of 10 days.

c. In the event of unresolved dispute or difference between the Parties arising under this

Agreement concerning or relating to the rights, liability or obligation on the part of any of

the parties hereto, they shall resolve the same by negotiations mentioned above and in the

event that no resolutions are reached by negotiation, then within 30 days from the date of

dispute (including the 15 days mentioned at (ii) above), the same shall be referred to

arbitration panel of sole arbitrator to be appointed with mutual consent of both parties. The

award passed by them shall be final and binding on both the parties. All provisions of the

Arbitration and Conciliation Act, 1996 and any statutory modifications thereof for the time

being in force shall apply accordingly. The arbitration shall be conducted in English at

Mumbai. If within 30 days from sending notice by a party to other party, requesting for

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arbitration, both parties do not come to mutual consent as to sole arbitrator then both parties

will have right to appoint one arbitrator each and such appointed two arbitrators will jointly

with mutual consent will appoint a third arbitrator who will be chairman and preside over

the arbitral tribunal. Provided further if the other party do not respond to the notice of a

Party and or if the other party do not appoint any arbitrator to enable both the parties to

have one arbitrator each, then at the option of the party sending notice to other party, this

arbitration clause and or arbitration contract shall be deemed to have been abandoned and or

waived by other party even if there is no specific writing/letter of other party waiving the

arbitration clause and accordingly the party serving notice of arbitration shall, as per its

decision, may either enforce this arbitration clause in a suitable court of law or in the

alternative treat this arbitration as waived/abandoned by both parties thereby relegated to

regular civil courts jurisdiction.

d. The Service Provider shall not be entitled to suspend the provision of the Services, pending

resolution of any disputes between the Parties and shall continue to render the Services in

accordance with the provisions of the Agreement notwithstandingthe existence of any

dispute between the Parties or the subsistence of any arbitration or other proceedings.

7 REPRESENTATIONS &WARRANTY OF THE SERVICE PROVIDER

The Service Provider represents and warrants to IDBIBank as follows:

(a) The Service Provider has full power and absolute authority to enter into, execute and deliver

this Agreement and to perform its obligations according to the terms hereof.

(b) The execution and delivery of this Agreement and the performance of its obligations do not constitute a breach of its charter documents or, any agreement, arrangement or understanding, oral or written, entered into by it with any third party

(c) The Service Provider warrants that it has obtained all applicable permissions, licenses,

permits and consents both regulatory and non-regulatory,required to provide the Services and

the same are valid and subsisting;

(d) that the Services shall be provided in compliance with all Applicable Laws and the provision

of the Services shall not result in the breach of any Applicable Laws.

(e) The Service Provider warrants that all Services provided hereunder shall conform to the

requirements of this Agreement and the Service Provider shall at all time adhere to Good

Industry Practices.

(f) The Service Provider has full expertise, resources and qualified man power to provide the

Services and hereby warrants that it shall provide the Services meeting global quality

standards.

Remedy of Deficiency in Services

If in the opinion of IDBIBank, the Services have not been performed to the standards as described

in Annexure - I, IDBIBankshall, have the option to require the Service Provider to expeditiously

correct any deficiencies in the Services at no cost to IDBIBank. Deficiencies in Services shall be

determined by reviewing the quality and timeliness of the Services. Deficiencies in Services that

cannotberesolved by the Parties may be resolved under the dispute resolution procedures setforthin

Clause6 of this Agreement. IDBIBankshallmake reasonable efforts to review the Services on a

quarterly basis and the decision of IDBIBank in this regard in respect of quality and quantity of

Services shall be binding on the Service Provider

The Service Provider represents and warrants regarding its Personnel to IDBIBank as follows:

(a) The Service Provider shall furnish personnel with the qualifications, skills and experience

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appropriate to satisfy with the requirements of this Agreement (the "Service Provider

Personnel"). The Service Provider Personnel provided under this Agreement shall possess, in

the aggregate, arrange of skills that would permit individual Service Provider Personnel to

perform job/assignment and provide the Services at operating levels as contemplated under

the Agreement.

(b) The Service Provider acknowledges that nothing herein shall give rise to any obligations on

the part of IDBIBank towards the Service Provider Personnel, and the Service Provider alone

shall remain responsible for the Service Provider Personnel.

(c) The Service Provider shall engage while providing Service(s) to IDBIBank, persons with

good character and integrity whose backgrounds / KYC has been duly verified and who do

not have any criminal record or involvement.

Changes in Service Provider Personnel

(a) If IDBIBank deems any of the Service Provider Personnel unsuitable, incompetent,

dishonest, it shall without d e l a y , inform the Service Provider and the Parties shall mutually

consult and discuss the issue. If after such consultations and discussions

IDBIBankstillrequires the Service Provider to remove the concerned person, the Service

Provider shall do so and supply are placement for such employee at its own cost and

expense.

8 INSURANCE

The Service Provider shall maintain at its own expense during the Term, adequate insurance

coverage including but not restricted to, general insurance coverage, medical insurance coverage

and shall ensure that all such insurance policies remain in forceand effect during the provision

of the Services by the Service Provider Personnel.

IDBIBankshallhave no liability whatsoever for any loss or injury to any individual assigned to

perform the Services under this Agreement or otherwise, while on IDBIBank's premises or

anywhere. The Service Provider will be solely liable for the aforesaid.

The service Provider undertakes to provide such documentary proof of compliance of this clause

as may be required by the Bankorits authorities.

9 CORPORATE REPRESENTATIONS BY THE SERVICE PROVIDER

The Service Provider represents, warrants and covenants to IDBIBankthat:

Corporate Standing

It is a limited liability company duly organized, validly existing and in good

Standing under the laws of India and is qualified to do business in all jurisdictions in which the

nature of the business conducted by it makes such qualification necessary and where failure so to

qualify would have a material adverse effect on its financial condition, operations, prospects or

business.

No violation of law: litigation

The Service Provider is not in violation of any Applicable Laws which violations, individually

or in the aggregate, would affect its performance of any obligations under this Agreement.

There are no legal or arbitration proceedings or any proceedings by or before any governmental

or regulatory authority or agency, now pending or threatened against the Service Provider

which, if adversely determined, could reasonably be expected to have a material adverse effect

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on the financial condition, operations, prospects or business of the Service Provider or its ability

to perform the obligations under this Agreement.

No Breach

None of the execution and delivery of this Agreement, the consummation of the transactions

herein contemplated or compliance with the terms and provisions here of will conflict with or

result in a breach of, or require any consent under the charter of the Service Provider or any

applicable law or regulation, or any order, writ, injunction or decree of any court, or any

agreement or instrument or arrangement to which the Service Provider is a party or by which it

is bound or to which it is subject, or constitute a default under any such agreement or instrument

or arrangement.

Corporate Action

The Service Provider has all necessary power and authority to execute, deliver and perform its

obligations under this Agreement; and the execution, delivery and performance by the Service

Provider of this Agreement has been duly authorized by all necessary action on its part; and this

Agreement has been duly and validly executed and delivered by the Service Provider and

constitutes legal, valid and binding obligations of the Service Provider enforceable in

accordance with its terms except as the enforceability thereof may be limited by winding up

proceedings, Bankruptcy, insolvency, reorganization or moratorium or other similar laws

relating to the enforcement of creditor‟s rights generally and general equitable principles.

10 CANCELLATION / SUSPENSION / MODIFICATION OF SERVICES

IDBIBankmay at its sole discretion suspend, cancel or modify all or any portion of the Services

not yet performed by providing 30 (thirty )daysnoticeinwriting to the Service Provider

w i t h o u t a s s i g n i n g a n y r e a s o n s and the Service Provider shall be entitled for payment

up to the date of such modification, cancellation or suspension becoming effective.

11 CONFIDENTIALITY AND DISCLOSURES

The Service Provideragreesthatthey shall hold in trust any Confidential Information, identified

by the Bank as being confidential and received by Service Provider, under this Agreement, and

the strictest of confidence shall be maintained in respect of such Confidential Information. The

Service Provider also agrees:

(i) To maintain and use the Confidential Information only for the purposes of this

Agreement and only as permitted herein;

(ii) To only make copies as specifically authorized by the prior written consent of the Bank

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,

security analysts and consultants and advisers strictly on a "need to know" basis, to

maintain confidentiality of the Confidential Information disclosed to the in accordance

with this Clause; and

(iv) That the Confidential Informationshall survive the expiry or termination of the

Agreement.

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

and confirmed as such in writing within 30 days of such disclosure. Confidential Information

does not include information which:

(i) The service provider knew or had in its possession, prior to disclosure, without

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limitation on its confidentiality;

(ii) Is independently developed by the service provider without breach of this

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 Bank.

The Service Providershallhave the burden of proving that Clause11.2 (i) and (ii) above are

applicable to the information in the possession of the recipient.

Confidential Information shall at all times remain the sole and exclusive property of the Bank.

Upon termination of this Agreement, Confidential Information shall be returned to the Bankor

destroyed, if incapable of return. The destruction shall be witnessed and so recorded, in writing,

by authorized representative of each of the Parties.

In the event that the service providerbecomeslegally compelled to disclose any Confidential

Information, it shall give sufficient notice to the Bankto enable the Bankto prevent or minimize

to the extent possible, such disclosure. The service providershallnot disclose to a third party any

Confidential Information or the contents of this Agreement without the prior written consent of

the Bank. The obligations of this Clause shall be satisfied by handling Confidential Information

with the same degree of care, which the service provider applies to its own similar confidential

information but in no eventless than reasonable care. The obligations of this Clause shall survive

the expiration, cancellation or termination of this Agreement.

The provision of this clause shall survive termination of the Agreement till such Confidential

Information enters public domain.

12 INDEMNIFICATION

Indemnity by the Service Provider

The Service Provider agrees to indemnify and keep indemnified, defend and hold harmless

IDBIBank and its officers, directors, employees and agents from and against any and all losses,

liabilities, claims, obligations, costs, expenses(including, without limitation, reasonable

attorney‟s fees), arising before or after completion of Services, which result from, arise in

connection with or are related in any way to claims by third parties arising out of or in

connection with

(i) The Service Provider's breach of the representations and warranties specified in this

Agreement ;

(ii) Acts or omissions of, negligence, or misconduct, dishonesty, fraudby the Service

Provider ;or

(iii) the fault or negligence of the Service Provider, its officers, employees, agents, security

analysts, consultants, advisors and/or other representatives

For the purposes of this Agreement, the Service Provider shall include the Service Provider, its

personnel, employees, consultants, and/or other authorized persons.

In the event of IDBI BANK incurring any loss as stated above, IDBI BANK reserves a

right to withhold payments / further payments due to the Service Provider and adjust

the same towards the loss incurred by it and inform the same to the Service Provider.

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Survival of Indemnity

The responsibility to indemnify set forth in this Clause shall survive the termination of this

Agreement for any reason with regard to any indemnity claims arising in relation to the

performance hereof.

13 LIABILITYOFTHEIDBIBANK

In the event of this Agreement beingterminated consequent to the non-compliance of the

provisions of Clause 14 (b) of this Agreement, no further liabilities or obligations shall accrue

on IDBIBank except for any charges due and owing at the time of such termination after setting

off penalties, if any, for the Services rendered under this Agreement prior to such termination

14 TERM & TERMINATION OF THE AGREEMENT

Term

This Agreement shall commence on……………….. and shall be valid up to

________________ ("Term") unless terminated earlier by IDBIBank in accordance with the

provisions below. Thereafter, this Agreement may be renewed/extended for further period

("Renewal Term"), by mutual agreement of the Parties in writing or by exchange of letters.

Termination by IDBIBank

(a) IDBIBankshallbe entitled to terminate this Agreement without assigning any reasons

whatsoever by providing a prior written notice of 30(thirty) days. The termination of the

Agreement shall not affect thesave such obligations and/or liabilities of the Service

Provider that, by their nature, and survivethetermination of this Agreement.

(b) IDBIBankshall be entitled to terminate this Agreement:

(i) If the Service Provider fails or refuses to perform the Services in the manner

and/or within the time frame agreed in this behalf or abandons the Services or any

part thereof; or

(ii) If the Service Provider delivers non-conforming Services, in wholeorinpart; or

(iii) If the Service Provider, intentionally or unintentionally, disregards or violates any

Applicable Laws or conditions of any applicable permits; or

(iv) If the Service Provider fails to correct defects and deficiencies in any Services in

a timely manner; or

(v) If any of the representations or warranties provided by the Service Provider are

found to be false or incorrect; or

(vi) If the Service Provider breaches any other material term of this Agreement ; or

(vii) If a petition for insolvency, winding up or dissolution is filed against the Service

Provider or any court receiver is appointed as receiver of all or any of the

properties/assets of the Service Provider ; or

(viii) If in the opinion of IDBIBankthe interest of IDBIBank are jeopardized in any

manner whatsoever.

(c) In the event of the occurrence of any of the above, IDBIBankmay, at its sole discretion,

provide the Service Provider with written notice of IDBIBank's intention to terminate for

default. In the event the Service Provider does not cure such failure within 30 (thirty) days

of such notice, IDBIBankmay, by written notice, forth with terminate this Agreement.

(d) In the event of the occurrence of any of the above, IDBIBankmay, at its sole discretion

engage the services of another vendor for a temporary period and written intimation of such

engagement shall be given to the Service Provider which shall be binding on them.

Consequences of termination

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If IDBIBank selects to terminate this Agreement under the provisions of Clause14.2 above, the

Service Provider shall, without prejudice to any other rights or remedies of IDBIBankinthis

Agreement or at law or in equity, do one or more of the following :

As directed by IDBIBank, promptly hand over all monies, materials, data, information,

documents, floppies, CDs, stationeries, etc. in respect of which IDBIBankshallhave the right of

ownership to and/or possession of under the terms of this Agreement or which may have been

accumulated by the Service Provider in performing the Services.

Any monies, if paid by IDBIBanktothe Service Provider as advances prior to any termination,

shall, in so far as they relate to Services not yet rendered by the Service Provider at the time of

termination, be forth with refunded by the Service Provider to IDBIBank. Upon such

notification of termination, the Service Provider shall immediately discontinue performance of

the Services (unless such notice of termination directs otherwise).

15 NOTICES

All notices, requests, consents, waivers or other communication required or Permittedhere under

shall be in writing and shall be deemed properly served:

(i) If delivered by hand and received by an authorized employee or officer of the Party,

(ii) 3 days after being given to a reputed courier with are liable system for tracking

delivery,

(iii) Upon receipt of confirmation receipt when sent by facsimile; or

(iv) 7 days after the date of dispatch by certified or registered mail, postage prepaid,

return receipt requested;

(v) When sent by electronic mail.

A llnoticesa nd oth er communicationsh all b e addres sed as f ollow s:

( m e n t i o n t h e n a m e & A d d r e s s e s o f t h e p a r t i e s )

Either Party may change its address and/or addressee for notification purposes at any time

during the term here of by giving the other Party written notice in accordance with the terms

here of and the date on which such change will become effective.

16 GOVERNING LAW / JURISDICTION

This Agreement shall be governed by and construed in accordance with the

Laws of India and shall be subject to the exclusive jurisdiction of the courts of Mumbai, subject

to clause 6 (iii) of dispute resolution mechanism.

17 MISCELLANEOUS

The Service Provider agrees, represents and warrants that no IDBIBank officer, director,

employee or immediate family member thereof (collectively „IDBIBank personnel‟) has received

or will receive anything of value of any kind from the Service Provider or its officers, directors,

employees or agents in connection with this Agreement, This clause shall survive the termination

of this Agreement.

Breach of this clause will lead to termination of this Agreement no further liabilities or

obligations shall accrue on IDBIBank except for any charges due and owing at the time of such

termination, for the Service(s) rendered under this Agreement prior to such termination.

Time Time is of essence to the Agreement.

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Subcontracting

The Service Provider shall not employ the services of any subcontractor directly or indirectly

without prior written approval of IDBIBank.

Assignment

(a) This Agreement shall not be assigned either fully or in part by the S e r v i c e Provider to

any third party without the prior written consent of IDBIBank.

(b) Nothing contained herein shall prevent the use by or the assignment of this Agreement

by IDBIBank.

Relatio nship betw een P art ies

(a) The Service Provider is serving as an independent Service Provider to IDBIBank

hereunder, and this Agreement creates no partnership, pooling or joint venture

relationship between the Parties, and no employment relationship between IDBIBank

and the employees, consultants, representatives of the Service Provider.

(b) The Service Provider's personnel, employees, consultants, advisors, etc. have no

authority / right to bind IDBIBank in any manner whatsoever. It is also clarified that the

personnel or employees being provided by the Service Provider shall be employed

solely by the Service Provider and governed by terms of the employment entered by the

Service Provider with them, and Service Provider shall be solely responsible and liable

in the event of any adverse claim of whatsoever nature made on IDBIBank by the

employees of the Service Provider.

Entire Agreement

This Agreement, together with the Annexure and the other documents attached hereto shall

constitute the entire understanding of the Parties concerning the subject matter hereof and

supersede any and all prior oral or written representations, understandings or agreements

relating thereto.

Amendment

No modifications, alterations, amendment or waivers of any provisions here in contained shall

be binding on the Parties here to unless evidenced in writing signed by duly authorized

representatives of both Parties.

No Waiver

The failure of either party, at any time during the Term here of, to require performance by the

other Party of any provision of this Agreement shall in no way affect the full right to require

such performance at any time thereafter. The waiver by either party of a breach of any provision

of this Agreement does not constitute a waiver of any succeeding breach of the same or any

other provision, nor shall it constitute a waiver of the provision itself.

Severability

If any provision of this Agreement is declared or found to be illegal, unenforceable or void, the

Parties shall negotiate in good faith to agree upon a substitute provision that is legal and

enforceable and is as nearly as possible consistent with the intentions underlying the original

provision. If the remainder of this Agreement is not materially affected by such a declaration or

finding and is capable of substantial performance, then the remainder shall been forced to the

extent permitted by law.

Inspection/Audit

(a) IDBIBank shall at all reasonable times have access to any site where the Service

Provider are performing any of the Services and such person shall have the right to

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inspect such performance and all documentation related thereto and to make and

retain copies of the aforesaid documentation.

(b) The Service Provider shall, co-operate with IDBIBank‟s, internal or external auditor to

assure a prompt and accurate audit. The Service Provider shall also co-operate in good

faith with IDBIBank to correct any practices which are found to be deficient as a result

of any such audit within a reasonable time after receipt of IDBIBank‟s audit report.

Such audits or reviews will be at the expenses of IDBIBank. However, if the audit

discovers discrepancies or overcharges, then upon completion of such audit or review,

the Service Provider shall be bound and liable to reimburse to IDBIBank such

discrepancies or overcharges and for the cost of the audit.

(c) In no event shall IDBIBank be liable for any indirect, special or consequential damages

which may arise under this Agreement

(d) In the event of Reserve Bank of India (RBI) deciding to take up inspection of the

services, RBI shall have all the rights of IDBIBank under this contract for inspection/

audit and Service Provider shall cooperate with RBI/ IDBIBank to carry out the

inspection/ audit

Setoff

IDBIBank may deduct or retain out of any monies, which may be due or become due to the

Service Provider hereunder or otherwise, any amounts owed by the Service Provider to

IDBIBank hereunder or otherwise.

Headings

The headings given to the Clauses herein are inserted only for convenience and are in no way to

be construed as part of this Agreement or as a limitation of the scope of the particular Clause to

which the title refers.

Survival

Any provisions of this Agreement which, either expressly or by implication, survive the

termination or expiration of this Agreement, shall be complied with by the Parties in the same

manner as if the present Agreement is valid and in force.

18 SERVICE LEVEL AGREEMENT

This Service Provideshall maintain the minimum service level required to be maintained.

Complete Solution must have 99% uptime and should be available on 24x7x365 days basis.

However, scheduled downtime will not be added for uptime calculation, provided the same is

not too frequent.

19 PENALTY

If the vendor does not deliver as per the above delivery schedule, the Bank may impose a

penalty of 1% of the total value of the contract for each week's delay subject to maximum

of 5% of the contract value. In case the delay exceeds two weeks, IDBI Bank Ltd. reserves

the right to cancel the order unconditionally.

IDBI BANK may without prejudice to its right to effect recovery by any other method,

deduct the amount of penalty from any money belonging to the Service Provider or

which may become due to the Service Provider.

20 COMPLIANCE WITH RBI AND OTHER REGULATORY REQUIREMENTS

IDBIBank/Service Provider shall individually obtain the necessary regulatory and statutory

approvals from the RBI or other regulatory/statutory bodies, if any required, for the Services.

Any demand for information regarding any of the matters to the extent mutually agreeable

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under this Agreement called for by the RBI or any other regulatory body shall be promptly

responded to by the concerned Party. The Service Provider undertakes to comply all the

statutory and regulatory requirements under the Applicable Laws in connection with Services

including Labour and Industrial Laws. All RBI guidelines on outsourcing shall ipso-facto form

integral part of this Agreement and should be read as forming part of this Agreement and the

Agreement will stand amended to be in conformity with RBI guidelines or guidelines

applicable issued by any other Regulator.

21 STATUTORY REQUIREMENTS AND RIGHT OF INSPECTION BY RBI

a) The Agreement will be executed by abiding laws and the directive, instructions, guidelines

issued by the Regulators (including RBI) and competent authority from time to time. During

the tenure of the Agreement nothing shall be done by the Service Provider 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 IDBIBank, its directors,

officers, employees, representatives, agents and consultants indemnified in this

regard.

b) During the tenure of the Agreement, Reserve Bank of India or one or more of its officers or

any person authorized by it shall have the right to inspect the books and account of the

Service Provider including but not limited to the documents provided by IDBIBank, record

of transactions, and other necessary information given to, stored or processed by the Service

Provider within a reasonable time. The Service Provider shall preserve the information,

documents and records in accordance with the legal, statutory, regulatory obligations as per

applicable laws.

22 Ownership and Retention of Documents

a) IDBIBank shall own the documents, prepared by or for the Service Provider arising out of

or in connection with the Agreement.

b) Forthwith upon expiry or earlier termination of the Agreement and at any other time on

demand by IDBIBank, the Service Provider shall deliver to IDBIBank all documents

provided by or originating from IDBIBank and all documents produced by or from or for the

Service Provider in the course of performing the Service(s), unless otherwise directed in

writing by IDBIBank/ Purchaser at no additional cost.

c) The Service Provider shall not, without the prior written consent of IDBIBankstore, copy,

distribute or retain any such documents.

d) The Service Provider shall preserve all documents provided by or originating from

IDBIBank and all documents produced by or from or for the Service Provider in the course

of performing the Service(s) in accordance with the l e g a l , statutory, regulatory obligations

of IDBIBankinthis regard.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed on the date, month

and year herein above written

Signed and Delivered by

Signature:

Name:

IDBIBank Limited



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Date: ..........................

Signed and Delivered by IDBIBankLtd ..................................

Signature:

Name:

Date : .......................

IDBIBank Limited



Page 45 of 57

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement entered into between IDBIBank Limited, a company incorporated and

registered under the Companies Act, 1956 (1 of 1956) and a company within the meaning of section 2 (20)

of the Companies Act. 2013 and a Banking company within the meaning of Section 5 (c) of the Banking

Regulation Act, 1949 (10 of 1949) and having its registered office at IDBI Tower, WTC Complex, Cuffe

Parade, Mumbai – 400 005 (hereinafter called “the Purchaser/Bank” which expression shall unless it be

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

assigns) of the ONE PART and ………………………………………..…………. (Name of Vendor) of

…………………………………………………… (Please specify the registered office of the Vendor)

(Hereinafter called “the Vendor/Contractor/Bidder” which expression shall unless it be repugnant to the

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

assignees) of the OTHER PART;

WHEREAS, the Bank vide…………….(RFP/Bid Documents) called for the bids for engagement of bidder

for _______________________(mention the services)vide IDBI/RBG/RFP/2018-19/002 dated ______.

M/s……………………… (hereinafter referred to as "Bidder/Vendor"), after going through the Bid

Documents and being interested to act as vendor and provide the services for product / service / solution

for IDBIBank branches/offices/other locations has submitted its bid hereafter referred to as the “Services”.

WHEREAS, the vendor is aware and confirms that the information, data, drawings and designs, and other

documents made available in the Bid Documents / the Contract and thereafter regarding the Services as

furnished by the vendor in their RFP/Request For Proposal or otherwise and all the Confidential

Information under the Bid Documents/the Contract is privileged and strictly confidential and/or proprietary

to the Bank,

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

conditions, for Bank, to grant the vendor 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 Bank 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 Bank provide regarding third parties; information disclosed

pursuant to the RFP& other documents; documents, accounts, business plans, information or documents

whatsoever, concerning business, policies, strategy, property, contracts, trade secrets, transactions, or

interested parties of IDBIBank or its Subsidiaries or Affiliates and/or any other information whether

disclosed to the Vendor 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. It is hereby agreed as under:

(a) The Vendor agrees that they shall hold in trust any Confidential Information received by it, underthis

Contract, and the strictest of confidence shall be maintained in respect of such Confidential

Information. The Vendor also agrees and undertakes to:

(i) maintain and use the Confidential Information only for the purposes of this Contract and only

as permitted herein;

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(ii) make copies as specifically authorized by the prior written consent of the Bank and with the

same confidential or proprietary notices as may be printed or displayed on the original;

(iii) restrict access and disclosure of confidential information to such of their employees, agents,

vendor, and contractors strictly on a "need to know" basis, to maintain confidentiality of the

Confidential Information disclosed to them in accordance with this clause; and

(iv) treat Confidential Information as confidential for a period of 5 (five) years from the date of

receipt. In the event of earlier termination of this Contract, the Vendor hereby agrees to

maintain the confidentiality of the Confidential Information for a further period of 2 (two) years

from the date of such termination.

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

confirmed as such in writing within 30 (thirty) days of such disclosure. Confidential Information

does not include information which:

(i) the Vendor knew or had in its possession, prior to disclosure, without limitation on its

confidentiality;

(ii) is independently developed by the Vendor without breach of this Contract;

(iii) is the public domain;

(iv) is received from a third party not subject to the obligation of confidentiality with respect to such

information;

(v) is released from confidentiality with the prior written consent of the Bank.

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

possession of the recipient.

(c) Notwithstanding the foregoing, the Vendor acknowledges that the nature of the Services to be

performed under this Contract may require the vendor‟s personnel to be present on premises of Bank

or may require the vendor‟s personnel to have access to computer networks and databases of Bank

while on or off premises of Bank. It is understood that it would be impractical for Bank to monitor

all information made available to the vendor‟s personnel under such circumstances and to provide

notice to the vendor‟s of the confidentiality of all such information. Therefore, the vendor agrees and

undertakes that any technical or business or other information of Bank that the vendor‟s personnel,

or agents acquire while on Bank premises, or through access to Bank computer systems or databases

while on or off Bank premises, shall be deemed Confidential Information.

(d) Confidential Information shall at all times remain the sole and exclusive property of the Bank. Upon

termination of this Contract, confidential information shall be returned to the Bank or destroyed, if

incapable of return. The destruction shall be witnessed and so recorded, in writing, by an authorized

representative of each of the parties. Nothing contained herein shall in any manner impair or affect

rights of Bank in respect of the Confidential Information.

(e) In the event that the Vendor hereto becomes legally compelled to disclose any Confidential

Information, it shall give sufficient notice to the Bank to enable the Bank to prevent or minimize to

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the extent possible, such disclosure. The Vendor shall not disclose to a third party any Confidential

Information or the contents of this Contract without the prior written consent of the Bank . The

obligations of this Clause shall be satisfied by handling Confidential Information with the same

degree of care, which the Vendor 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.

(f) The provisions hereunder shall survive termination of the Contract.

Sign

Name of the signatory

Designation

Company Seal.

Place :

Date :

Accepted –

Bank

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Page 48 of 57

DEED OF INDEMNITY

This Deed of Indemnity executed at Mumbai on the ______ day of _______ by

__________________ ______________________<insert name of the Successful Bidder> (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

IDBIBank Limited, a company registered and incorporated under the Companies Act, 1956 (1 of

1956) and a company within the meaning of section 2(20) of the Companies Act, 2013 and a Banking

company within the meaning of section 5 (c) of the Banking Regulation Act, 1949 (10 of 1949) having its

registered office at IDBI Tower, WTC Complex, Cuffe Parade, Colaba, Mumbai – 400 005 (hereinafter

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

thereof, be deemed to mean and include its successors and assigns)

Now, the Bank and Successful Bidder wherever the context so permits, shall hereinafter collectively refer

to as the “Parties” and individually as a “Party”.

WHEREAS

1) The Obligor has

a) offered to supply product / service / solution &provide / carry out their digital account

opening by Mobile and Desktop applicationto the Bank including its existing and proposed

new users/branches /offices/ other locations of the Bank(“Services”)as particularly statedin

Section 1 and Appendix to RFP dated……………………..represented and warranted that they

have obtained all permissions, consents, licenses, registrations, confirmations, approvals from

all authorities, both regulatory and non-regulatory, including statutory or otherwise, local,

municipal, governmental, quasi-governmental, as are required under Applicable Laws for

executing the Services to the Bank and also represented and covenanted that all above

approvals shall remain in force during contract period;

b) Represented and warranted that the aforesaid Services offered to Bank do not violate any

provisions of the applicable laws, regulations or guidelines including 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 to the satisfaction of Bank;

c) represented and warranted that they are authorized and legally eligible and otherwise entitled

and competent to enter into such contract(s) with Bank;

2) Bank, relying and based on the aforesaid representations and warranties of the Obligor, has agreed to

avail the services of the Obligor on the terms and conditions contained in its Contract dated

____________________ (the Contract) with the Obligor;

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3) One of the conditions of the aforesaid Contract is that the Obligor is required to furnish an indemnity

in favor of Bank indemnifying the latter against any loss, damages or claims arising out of any

violations of the applicable laws, regulations, guidelines during the execution of its services to Bank

over the contract period as also for breach committed by the Obligor on account of misconduct,

omission and negligence or any dishonest and fraudulent act 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 as hereinafter appearing;

NOW THIS DEED WITNESSETH AS UNDER:

In consideration of Bank having agreed to award the aforesaid contract to the Obligor, more

particularly described and stated in the aforesaid Contract, the Obligor do hereby agree and undertake that:

1. The Obligor shall, at all times hereinafter, save and keep harmless and indemnified Bank, including its

respective directors, officers, and employees and keep them indemnified from and against any claim,

demand, losses, liabilities or expenses of any nature and kind whatsoever and by whomsoever made in

respect of the said contract and any damage caused from and against all suits and other actions that

may be instituted taken or preferred against Bank by whomsoever and all losses, damages, costs,

charges and expenses that Bank may incur 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, destruction, deliberate or otherwise, direct or indirect, from those arising

out of violation of applicable laws, regulations, guidelines and also from the environmental damages, if

any, which may occur during the contract period. The Obligor further agrees and undertakes that the

Obligor shall, during the Contract period, ensure that all the permissions, authorizations, consents are

obtained from the local and/or municipal, statutory, regulatory and/or governmental authorities, as may

be required under the applicable laws, regulations, guidelines, orders framed or issued by any

appropriate authorities.

2. The Obligor further agrees to provide complete documentation of all sub-systems, operating systems,

systems software, utility software and other software, they are having. The Obligor shall also provide

licensed software for all software services, whether developed by it or acquired from others for

performing the obligations under the Contract. The Obligor shall also indemnify and keep indemnified

IDBI against any levies / penalties / claims / demands litigations, suits, actions, judgments, and or

otherwise ion account of any default and or breach and or otherwise in this regard.

3. If any additional approval, consent or permission is required by the Obligor to execute and perform the

Contract 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.

4. 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 Contractor

the insolvency, Bankruptcy, re-organization, dissolution, liquidation or change in ownership of Bank

or Obligor or any other circumstance whatsoever which might otherwise constitute a discharge of or

defence to an indemnifier.

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5. 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).

6. This indemnity shall survive the aforesaid Contract.

7. 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 Contract and or as stated above.

8. 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.

9. Bank may assign or transfer all or any part of its interest herein to any other person. Obligor shall not

assign or transfer any of its rights or obligations under this indemnity, except with the prior written consent

of the Bank.

10. The words and expressions not specifically defined shall have the same meanings as are respectively

assigned to them in the Bid Document.

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 )

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Appendix

SCOPE OF WORK

1. The vendor will work with the retail liability team and SA digitization product team of

IDBI bank to develop a mobile/desktop application which will be used for opening of

savings/current account. Thisapplication will be used by RM/RO/Bank official to open a

SA bank account for a customer using desktop and mobile applications. The vendor will

implement this functionality for both devices, one through the desktop application

interface (1st phase) and another through a mobile application interface (2

nd phase).The first

phase (desktop version) of the project has to go live within 12 weeks and the second phase (mobile

version) to be made live within 15 weeks of from issuance of work order

2. The vendor working towards the development of this platform should work to deliver the

following process.

The process startswith a new customer agreeing to open a SA account. The process can

happen either at the customer‟s premises or at a bank branch.

In the former case, the bank employee facilitating the opening of the account will use a

mobile application to access the Savings Account platform. In the latter case, the bank

employee would use a desktop application installed on his/her computer.

If the customer accepts to open a bank account instantly, the employee will initiate the

application on his/her device. The employee would require the Aadhar number and

biometric of the customer, basis which an e-KYC authentication would take place

instantly.

The employee would next take the PAN card number and authenticate it through

NSDL gateway.

In case customer wants a different photo than the aadhar, a photo of the customer shall

be clicked and updated in the platform.

The bank employee will next capture other details such as information on customer

profiling, nominations, FATCA declaration on the device.

The employee lastly asks for a declaration cum signature card which is captured in the

system through the camera/branch scanner. Also, the employee asks for an account

opening amount through a cheque/cash/payment gateway.

Finally, the completed application form and other declarations are sent to an approving

authority in the bank.

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The insta kit containing the debit card and cheque book is given to the customer and

details of account captured from insta kit on theapplication.Once approved, the account

gets immediately activated for the customer.

3. The vendor should ensure the smooth flow of data across the work-process, mentioned in

(2). Below are the steps, which need to implement through the system. (RM – Relationship

manager, HRMS – Human Resource Management System of the bank, SA – Savings

Account, DMS – Data Management System of the bank)

Bank employee inputs HRMS data into the Savings Account Portal

Bank employee‟s credential data flows from HRMS system to SA portal, opening

personalized portal/App for employee

Bank employee seeks Name, Mobile number and Aadhar number from customer and

data (fingerprint scan) flows from Biometric device to SA interface

The biometric data and Aadhar number flows from Bank employee‟s SA interface to

Aadhar API gateway.

The customer data flows from Aadhar API gateway to the Bank employee‟s SA

interface and auto-populates into the SA interface

Bank employee inputs customer PAN card data in SA interface which subsequently

flows to NSDL gateway for authentication.

Data authenticated byNSDL flows back to SA interface

The data of DOB between PAN and Aadhar matches with each other.

Picture of customer is taken through web cam/ mobile phone which would be captured

in interface

Customer profile filling can happen by two means:

o If the process is happening at the customer‟s place through Bank employee on

his/her mobile device, the profile will be digitally filled by Bank employee on

the app by asking the customer

o If the process is happening at the bank‟s branch, the customer profile form will

be printed on the backside of the signature declaration form along with SoF

form, and then captured on web cam/scanner to be sent to the RPU for

digitization

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Nomination, FATCAdeclarationwill be directly filled by the Bank employee on the

web/mobile interface.

Bank employee obtains one pager declaration/signature card&SoF from customer

which is captured by web-cam/ mobile camera and updates it in the system

The cheque number, date of the cheque submitted by the customer is entered into the

system.

Bank employee captures image of chq. given by the customer and uploads on the

system(As of Now this facility is not there but it can be explored in future.)

o A functionality may be added in the future to directly send the scanned cheque

to the clearing house

o As of now the cheque will only be stored in the DB and branch will send it

separately after scanning it in CTS scanner.

Checks before account opening

o PAN number would flow from Bank employee‟s interface to a link (API would

be provided) for Multiple Customer Id checking functionality

o PAN number would flow from Bank employee‟s interface to a link (API would

be provided) for negative list verification

Bank employee records the welcome kit customer id on the Bank employee‟s interface

and hands over the welcome kit to customer

In case the customer needs a personalized kit, the Instakit details are not entered, and

the request for personalized kit enters the system.

If the approval authority for the process is RM/Bank employee,

o The RM approves the account opening and the data flows from workflow to via

DMS Finacle in a pre-opened account number corresponding to the recorded

customer id

If the approval authority for the process is BH/SOM,

o The aggregate customer application is sent to the BH/SOM SA interface

o The BH/SOM approves, and the data flows from BH/SOM interface to the

finacle in a pre-opened account number corresponding to the recorded

customer id

If the approval authority for the process is RPU,

o The aggregate customer application is sent to the RPU

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o The RPU employee approves, and the data flows from RPU to the finacle in a

pre-opened account number corresponding to the recorded customer id

The scanned images and data uploaded through the platform will be pushed to CBS

(Core Banking System) by utility service. This service is an automated process and

runs 24X7.

4. The vendor should also enable the system to handle the following data flows, which may

occur in case of deviations from the data flow, mentioned in (3). The deviations may

include, but not limited to the following cases:

If name is a mismatch between PAN and Aadhar, the name from PAN takes

precedence and is edited by the RM

In case PAN card is not there, form 60 would be digitally filled on the device by RM

taking inputs from the customer

If the DOB of the Aadhar is incorrect and needs to be changed, the bank employee

edits the same and uploads the scanned DoB proof on the portal.

If the account approver is on leave: In case of absence of BM and SOH, the regional

coordinator is given access to the approver‟sinterface

The data auto-populated from the Aadhar Gateway may need to be edited on

customer‟s request. Following fields are allowed to be corrected by providing the

corresponding proofs:

o Mailing Address change – The customer shows an address proof (passport,

driving license or a self-declaration form), the RM edits the address and

uploads its image on the platform

o Phone no. change – The RM asks the phone no. from the customer enters it

In case of Multiple Customer Id verification, if an existing customer id is found, it will

updated in the RM SA interface for the ongoing account opening process.

5. The vendor should integrate all the existing internal and external system that are necessary

to the functioning of the data-flow, mentioned in (3) and (4). The systems that are needed

to be integrated must include, but not limited to the following list. However, it should only

be accessible to the RM interface

HRMS

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Biometric device (for fingerprint)

Web-cam / phone camera (for photos)

Aadhar API gateway

NSDL API gateway

Mulcus link (for multiple customer id check

Negative list verification link (for negative customer list check)

Finacle / Finacle web server

CTS(Cheque Truncation System) Module- For flow of AOA cheque for clearance-As

of Now this facility is not there but it can be explored in future.

DMS system of the bank

RPU(Regional Processing Unit) of the bank

6. The vendor should create a User Interface which would enable the RM of the bank to

perform the process, data flow and deviations mentioned in (2) and (3) and (4)

respectively, and other tasks pertaining to maintain the overall work-process between the

systems. There will be two user interfaces – one for computer through a desktop

application, and one for mobile through a mobile application. The functionalities of the

User Interface should include, but not limit to the following list:

Options to select from - new request, pending request

Option to select the account kind

Enter Aadhar details

Retry/confirm biometric scan, and option to send it

Populated fields from Aadhar

Biometric scan is improper, so functionality to enter OTP sent to user

Option to edit mailing address, phone no. and DoBif different from Aadhar

Option to enter PAN and get authentication response

Retry/confirm photograph uploaded from web-camera

If PAN not available, option to upload scanned form 60

Option to enter customer profile information and fill nomination form, FATCA

declaration etc.

Displaying completed signature form - photograph, signature, Aadhar data, account

number and customer profile information

Option to send completed form to BH/SOM for verification

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7. The vendor should create a User Interface which would enable the BH/SOM of the bank to

perform the process, data flow and deviations mentioned in (2) and (3) and (4)

respectively, and other tasks pertaining to maintain the overall work-process between the

systems.There will be two user interfaces – one for web through a desktop application, and

one for mobile through a mobile application.The functionalities of the User Interface

should include the following list:

SA account requests - accept, reject and kept on hold

Option to select SA account approval requests, arranged chronologically

Displaying application form and scanned documents after opening request

Option to verify or reject the account

All users shall able to check the list of activated and pending list of accounts.

Testing & Support

The vendor should comprehensively test all the aspects of the complete system, at

different stages in order to ascertain the necessary uptime and speed of the process.

The vendor should make changes in the platform, as and when indicated by the results

of different tests. The vendor should ensure that all the required tests and their

corrective measures are completed by the deadline of the final release of the platform.

The tests performed should include, but not limited to the following list:

o System Integration Test

o VAPT testing, Peak load and stress testing(Cost will be borne by Bank)

o User Acceptance Testing

The vendor shall provide sufficient support (resources and capabilities) for the entire

work duration and after the system live.

The vendor should provide a dedicated team to ensure a successful project rollout. All

the faults arising during the release phase should be actively taken up by the client, and

solved for future.

The vendor must provide maintenance support for the next 6 months after the rollout.

This shall include support for any faults or bugs encountered during this period. The

vendor should also give an option to extend this support after 6 months

The vendor should provide the resource requirement and their costing distinctly at the

time of bidding.

IDBIBank Limited



Page 57 of 57

The vendor must provide post release support for resolving issues arising out of the

system, including but not limiting to the following means:

o Dedicated team deployed at IDBI office during the development

o Internet portal to book complaints and track their status

o Point of contact to register/resolve queries over phone