___»'

Q.Bhaqdpa

L_._ .

A-L‘,/'i1'>7

\..rx':‘¢

\_____.

Q r-- —~ -r ~~-.. ,;, -- ¢<. 7 _., 1,-.. :;..‘ *-~. _.-;_.fiTF~;-1, ,»ZT_~;.~_; K - ..~ 1":

1,. '~‘r\‘~'~/ ‘ . "'~"’ .??.P‘.-‘- “ ‘.If~fr‘-"6"": \~.1ri‘~‘fT1."»‘i?_ "-"""t'!vW.§*’"- ‘ll “1"'- '|'ii'r.’»'~=';' 3' Ii 11-7*?”,__,. , ,.v.*,|H, -. . -£4‘ .._: 13¢‘? t_...,,_t-i Y 4?-wit?-r1lJ 1“.-¢»..l a . i .";_~‘__,i‘;_%:'Q-7"k__éE§.1" - __ ':~Iii_$'#5(-I -' "t9.;Q:l§;§-r:%i5(:‘\1.§i5-I:~F¢=t§=5if-‘i "*i'~"*‘-‘=*""=°=°~‘*1"-"§? "'»_il'_-if-'Z'_%@1":‘*"1§-_P.‘3t-;/''; ;'"' =‘"‘g:" 15$-Y‘_ -_-»-"i'=‘.-53$‘?-"*".'lj_'f-“Q-9‘-§"’l" ‘vg;,e.,=:‘=- _' V "=" ' " ‘ ' “" .-1_: ;:_I___;_§. _ _. - .:$5“it 4?‘ “tall '5"‘\t’>J:._ .3 . ,.__ . . ‘4!||- -~-._... >1 . 's.;'§_i-?§a~rit»,‘--j:";4++* .";1~':-s "-if

’ re: :_—. -A ~<, ~~,> . t V .. ii., ___k ~'5¢_._.1=r__*~__~»~ 42-.-r"" _— ‘“ * -, *- ,_,.__

' If 1 *1“ T As. W_.-=,_ _ _\|t' Y.‘ - , -_ \ .3 g '\. _/ _ _ » ___ ,'\‘Jr| '-- ,3:-._-‘ . -e \'\ " ;._..-1. _ V . 1 1|. -E?-_ ‘ ‘ /,¢ ;’. . \--._ ==‘¢§g§'l'35" \ ‘Z ~ ‘t ~ '55" ‘~ I--' _:i.\*L 1-~ \»‘,' = . 2'; .~ " ', I; ' l" .[“;»»_ '*'-""“ L "'§."' ‘Q' 95"" ’-1%--_' 8- —-:7f‘\ J \:...';<.-_\"~.~.1'~$' '~ ‘IE.‘\_:'." ' w "1 ‘ ‘--. :'1»'1~;;f? W - . .-<~ 'i,__ "“"' "J_; _ Y K \ ,4_ ._ w i \_ .\ _,_.§ _._ <~_\ ,4. _ .‘ _. ._, ,4, _. ._ ,__,‘_, L; -,,v, », ~ , / / .,,._ . _.< qgr . _-:_,_.-_.,_ .;\_\ __ \. ~.,..~_’ ., ~_~.~,,.,-,-»-’~ .r _ _ .1. _ ~ v.I"_"“ --_. ‘,’_4_,' ,~- _- —f’__>' » -~~‘ - we---..t >._‘ _.=.~_~ », _ _-. gm ~\‘\-. —~ - _~ a \ _ \ _-\ ._ _\ q _' ~~ _| ; .1 V, .<%'.- .- _ ’., ' I .> , W4’ __’__.'L._ -,\7~-.._ .‘\\ - 41¢» .7’

V‘ "--= ' '-—- . .;i“:‘~ ~~t: X ‘-..~. \.‘» ‘ \ '."<~>--<~ ‘ I-"-U’: ‘~‘:“'-”““-' A /' //1/‘ /.» '-"' ~: - -7- "‘*~ =' '* ' ',I45‘. ~l"_" _r~Vl_» _ __;'; §‘:_i_‘ ~ "— 1: . v _ j;.,._!; _ j_,, g'¢:‘\;\- 1; I 1"‘ ‘1" '. rs i " * 1: :_ —__ -~ - _ _ * - ._;:~:<;~, -.-'5» "' ‘ " ‘ii“-_"";?f;‘ 515; Cal’. *5)--?.,l_=;# 133'? A 473’; 1; 1 ¢:;’5i%i-1:: -r_‘1j:I:- .~H‘:e%ir.'. =3‘flea»-;§».i""-I -- 1-1;“—-—*’*'_e?§f-_.':‘*‘.i_ ' t:»X“~I;:F<-—r ;4»<_" 5? ;‘ "f -=¥’;’Zi3l 11-1’, ii , _ >~,.' ~f;<*'f.I‘_' it-Hg it --. -. ,,:4 , r --- » .n it . V .1. . _- A V - r‘4.'—~1>-,._..a ¢~;-_—,-A. <——,~. ( -- 4"‘! 7 t-_- . -. .-.- e-=-.\ ,| _ x CC, ;.';'_ =1 >ér)'~/._.>_ V -, ‘; - 7 _ 2*-___"_?*_;vf,L(-1; —c-1"-:&._“__‘~‘A~_*>-=1? 'z\.-.__._ \.§' 1-5;, _,-

\,: y _ Q;-~& e ..\;~, in 1 . 1 1 |J ;;_,;: —>_ --~12 a .- ~ L ‘ '* " ~ it r - ~ >r . .. :.~; e‘ ;-_ ;—?; g , ~=_+»~_.~‘ 7 Jr‘ ‘-,"_i_W 5 ~ ' 5 \ ' F t A 5‘ . ._ av l

L Le. 3. if H *'-11'-I.=¢:=~;' 5‘71¢ ~r».,m-* 5 “"3:-‘=~i~*‘ ~"=1~:‘:*Y:Ir~~T*~<-- -L we :§i... . ” ' 4 ~- ‘ I . " **’ '1_I 3.::*: ' *—";3—'.\ ‘ ‘H “V -_ i ' ‘ ~~.“ '*" ’Z?':5t 5' :I_;'#_ --<11 z——‘~ .-- . -"»-"I.;];¢.><. \_ ';;:_': "' ‘ '%",?', ~~ ii’ 31- W _ _, _. ,)_ ' 2 -;=_._ ___,» r e nun-nu-all ‘Q s._ _~'~__,— <_ - ¢;_¢ _ vf_;_~_- ;'_\~ ~7 -_ r~_ ' ' ' ““’ ' .1-'1"-'-' -. _. _;‘~».\_,__,/i » e - »~_-;- V =6». . 7" - -- ' .. ‘~_".¢r;.»-7 j -J ~." -;;»~-'_~\-. '§1>.fi- 34 1* ~~_> —~ .1 _~$;: ;_~ _-. W, ‘_::'f/. 1,???‘ . /*4 e ~" -_.;-1:2» - . ,f 1- <1); . -.~- , .~ tr ‘--g_»< .‘ .~_.-3» ~ .-._ -_ as =11; -. ~ ,» _. r -=- 5' M. 7» .‘ K _ _ m ._. ~ . '4‘: - .__ .~ — ‘~ i:‘|_"A_ “ .>: .-;~-

Qé ._'~y n _: 'fi I 1 ,1 . ;;1~ ‘ ,,-J_.»;~‘._.;.,| - __ -. _ __,_-< V '\ V .>_‘;‘.) _ . _ we __ < 1, . . - -1-, 1 1 1 1 ‘ s ,_.. t ' 1 ‘~ i )\ -a‘

% ’ ‘Q “ ‘ ’i\* all-':";~1 " 0

.-(3 ()1 c;»(5.1-. "€3“_ _ ' ;> 1 — ~; : A _ : . 7 . __ _ . _be . IN As JU ICFA1 e A as ‘-'-‘-’;i§;e;2~ "1?" *‘:§eé3 Oéiee ~ ~ "->1? - _ 'e<a “ “Fe

v IA

‘K ~ ~ ~’ _,_e ..____ - S ‘ I _ ' M_ '* ‘Q-Q1 Q0 ' Z~. , “Q , ‘:‘ ‘ ‘ ~ 1°" ';,.~_:fi" — <_)<.'.n ti . , ' T 32

"' ' 1 LIC)1 00 1 Qt.) l mt 1" _ _ ' .. . A w ‘ 1 001 no -1 00 s we . .11 (in 1 r_>(_> ~ -_. l . . . , . . g ._ 1 .\r.)‘1 00 1 001 1 ~' >

' O0 1 ()0 ' ' In 1 <: Jt >101 ) 1 O ‘ ~ " "-‘Pr

Q’)

14:‘ RQE \-vwv""’\f'\

eve)..¢.-t..l

ca"V-PAH vs/-\. 4A_~

Q— .-.-A 4\P\‘!\f'\/\ a.J‘_/_.1k4'\-t '1ZAJQ‘

\§,\-.1_.....>ii’?er

/.4

' >-A‘-1

V

\

»-4

n/-‘»\»< ,»\‘vvx-. ‘fifl\-/v A-\ fir -30e-.‘I\‘fi/K

ysmlvw-...-... -;-< \/u‘. Ff‘ -...-

en vv‘ .1-K~

we

I ‘ i - ‘ < 1-? " -.-I .' s ~_ —_ . i . . 2 1 ex?‘ f . . -.1 "J, _.";’= gm’ ._ .; av. -; _ .n_.;= <= ‘=-‘r- ~"-..' V ' ' ’ " ’ »- 1 ' -vw iv ' ' '~w ‘* ' .""fi' H ‘-. .* , I . . ‘I'-

E‘?§ » *ea 8%‘ PRADESH _ 2Q9i43

"’ '7“ ' k, AN A . BH ...= R"""' ' ‘J’ " Dr‘)?-L18 J mm STAMP VT5NDORan SQMRUDDH‘ HNANCE L u %_)_T¢=-L :.NNo. 90,»'9§_, R. No, |4;gQQglurk __ 0. 4 3 42:), Beside Dental Cafe,

_ Bank Street, Kori, Hydcmbm,

5 MASTER snnvrcn AGREEMENT

E This Master Service Agreement, hereinafter referred to as “MSA” is made this lst day of March 20105 at Agartala

BY AND AMONG%_a“\ruddh,:$_ lmm” <9, ' he Governor of the State of Tripura in his executive capacity for the Government of the State of

-smgme E 'pura, acting through the V .. Secretary, Directorate of Information Technology, Tripura, hereinafter

6' K01! ‘fen-ed to as "GoT“ (which term or expression, unless excluded by or repugnant to the subject orIz7$RA5P~°'\ context, shall mean and include its successors-in office and assigns) of the First Part

_ BAND! The Tripura State Computerisation Agency (TSCA), GoT under the Tripura Societies Registration

Act, 1961, having its registered office at ITI Road, Indra Nagar, Agartala~ 799006, which has been

Q appointed as the nodal agency for implementing the Scheme by the GoT, hereinafter referred to as "Statesflesignated Agency or the SDA" (which term or expression, unless excluded by or repugnant to the

subject or context, shall mean and include its successors and assigns) of the Second PartBAND

, ‘ If\’\'p. ______

\3\‘ FQT Bhartlya SHMH ‘ !.';---,.- -

I

E

E Oo°‘°E .-"‘

if c T‘ ief 9B

_4_ _ _ ___ _ _ 1 —' 7 -L-_ —.=' A — — —- -—-- — — —

\

CQQF

hafiya

~_

*8

M/s Bhartiya Samruddhi Finance Limited (BSFL), a company registered under the Companies Act1956, having its Head office at Third Floor, Surabhi Arcade, Bank Street, Koti, Hyderabad-500001 andplace of business at 32, Lower Lachaumiere, Shillong-793001, Meghalaya, hereinafter referred to as"Service Centre Agency or the SCA” (which term or expression, unless excluded by or repugnant to thesubject or context, shall mean and include its successors and permitted assigns) of the Third Part

Each individually a “Party” hereto and collectively the “Parties”

Whereas,i. The GoT intends to provide convenient and speedy Government Services, using Information &

Communication Technologies (ICT) through Common Services Centers (CSCs). The CSCswill be utilized as efficient distribution channels through which the GoT can offer its services,information and schemes etc. to citizens in a cost effective, sustainable and efficient manner.To undertake the delivery of Government Services on a Public Private Partnership basis, the

ddh' -0 'F""@,,o GoT intends to appoint Service Centre Agencies (SCAs) to roll out and manage the CSCs in

r-1'\Q]1'l_F\C0f\ E

sura““"”“°‘i .Bank 317*we

the State of Tripura and offer revenue support to the SCAs, as agreed and accepted by the SDAthrough the SCA’s Financial Bid.

/>’;.-DER P 's< ii. The SCA shall develop, finance, design, build, rollout, establish, manage, operate and maintainthe CSCs for delivery of services to the customers in accordance with the provisions of thisMSA on a Build, Own and Operate (BOO) basis; provided that the SCA shall be allowed tocollect transaction charges for providing Government services as determined by GoT,’ SDA andreceive revenue support, as agreed to between the SCA and GoT, vide this MSA by enablingthe private and social sector to use this network for offering a host of IT and non-IT relatedservices to customers and users.

Now therefore this agreement witnesseth as under —

1. Definitions, Interpretations and Other Terms

1.1 Definitionsa) Assets means all Government Assets and shall have the meaning specified in para 2.8

of this MSA;b) Bid means the documents in their entirety comprising of the technical and

commercial bid submitted by the successful bidder, the SCA herein, in response tothe RFP, and accepted by the SDA, signed for verification by the authorized

/ F(and;° >_¢°

4' Q ‘AP -"2

Government of Tripum V \~" _ _\ " ‘ 2 , on dermal T-“at .\ For Bhartaya Samrud gg Limitgd_ .,\ t .‘

.Q\(\\\( '7‘ T 9% V

htéflflperating O fieer

Core

,,share.

qsddhioi“ L ,.

Q?A

m Floor.Suraurtmrcafifi

sans streetmt

"\

éiyoensvfg~c

1+-=,~'~",./'‘\..2}.l»

C)

<1)6)

D

3)

I1)

i)

J)

to1)

H1)

representatives of the Parties, vide letter no. F.#I§CA/CSC/01/2009/Vol-I/15 datedJanuag 4, 2010.BZC Services means Business to Consumer services, or all non-GovernmentServices offered through the CSCs;B2B Services means all Business to Business services offered through the CSCs;

Common Services Centers or CSC means the [CT enabled access points to beestablished by the SCA as per the specifications and requirements set forth in Vol.1of the RFP and this MSA;Confidential Information means all information including GoT Data (whether inwritten, oral, electronic or other format) which relates to the technical, financial andbusiness affairs, customers, suppliers, products, developments, operations, processes,data, trade secrets, design rigl1ts, know-how and personnel of each Party and itsaffiliates which is disclosed to or otherwise learned by the other Party in the courseof or in connection with this MSA (including without limitation such informationreceived during negotiations, location visits and meetings in connection with thisMSA);

Customers means all citizens and users who use the CSCs for Government as well asother services, either directly or through the SCA;Deiiverabies means all the activities related to the setting up and operations ofCommon Services Centers, as defined in Volume 1 of the RFP, and as required asper this MSA;

Zone,/Zones means the minimum region, which the SCA has bid for and has beenauthorized to set up and operate the CSCs, vide letter no.F.#TSCA!CSC/01/2009iVol-I/15 dated ,|a.uuL'y 4, 2010Designated/Nominated Agency(s) means any GoUGoT approved agency, includinga Special Purpose Vehicle (SPV) formulated for the Scheme, as outlined in para 2.4of this MSA.Effective Date means the date on which this MSA is executed;Government Services or GZC services means services that are offered byGoTfGOL*or any of their departments and agencies, through the CSCs, as outlined inthe Service Level Agreement(s) between the SDA and SCA, vide Schedule 3 of thisMSA;GoT Doro means all proprietary data of GoT or its departments, instrumentalities,corporations and agencies or the SDA, but not restricted to user data which the SCA

Government of Tripura ’-6° hf 3 Confidential _

'\;\\'\ob F Bh rti a Samruddhi Finance Limited-‘d1\_G__0mn“\G" OI‘ 3 Y ;_ JP

/;,>Officer

5

*Qhar‘ya

Z

»</V05 »/

‘5’/2U1 HOG‘

“Tome

eanK$“°°‘ .mt p.’

G = IT ' ‘ . ' _fid 1" 1 ‘Mfume" 0 "Pm %<§*$:‘:?°,, M4‘ 4 For Bhartiya $amru edeZ Limited“e@Ge<oo\>\¢“ 1 '

¢w“"

obtains, possesses or processes in the context of providing the Services to the userspursuant to this MSA;MSA means this Master Service Agreement (MSA), together with the recitals and all

schedules and the contents, requirements, specifications and standards of the VolumeI of the RFP (as may be amended, supplemented or modified in accordance with theprovisions hereot) and the Bid. In the event of a conflict between this MSA and theSchedules, the terms of the MSA shall prevail;Network Connectivity means the appropriate communication network for interactive

and online access to voice, data, and video based services, including wirelessbroadband connectivity that shall be deployed by the SCA to connect to the CSCs;

Operations or Operations and Management means the operation, maintenance andmanagement of the CSCs by the SCA;Performance Security means the irrevocable and unconditional Bank Guaranteeprovided by the SCA from a Scheduled Commercial Bank in favor of the SDA for anamount specified in the Vol. 2 of the RFP;Proprietary Information means processes, methodologies and technical and businessinformation, including drawings, designs, formulae, flow charts, data and computerprograms already owned by either Party or granted by third parties to a Party heretoprior to the execution of this MSA;Required Consents means the written consents, clearances and licenses, rights andother authorizations as may be required to be obtained by the SCA, for allactivities/software/hardware under the CSC Scheme;RFP means the Request For Proposal released vide Bid Document no.TSCA/CSC/01/2009 dated 29"‘ July 2009, and include all clarifications/addendums,explanations and amendments issued by the SDA in respect thereof;Replacement SCA means any third party that the SDA may appoint to replace theexisting SCA upon expiry of the term or prior termination of this MSA;SCA Data Centre means the Data Centre that may be set up by the SCA withrequisite ICT infrastructure that shall include but_not be limited to servers, routers,switches, etc. for delivering the services through the CSCs to the customers;CSC Scheme means the process of setting up, managing and operating the CSCs bythe SCA;Service Level(s) means the performance criteria, which will apply, to the servicesdelivered through the CSCs;

3

.g,\a\e /;

/) C5557Operating fficer

awya

¢\“5Ci‘| d hi F.-"Q6

6° /’i%\1“ "ion;-,¢e ‘,7

Z Summii gufii i‘ea“-\ . .e$9“ 1,,-

/yi'D E 1': E353

1.2

y) Service Level Agreement(s) means agreement(s) executed by and between GoT,SDA and the SCA for delivering various Government services through the CSCs,pursuant to the Schedule 3 of this MSA;

z) Services means the content and services delivered and to be delivered to thecustomers by the SCA through the CSCs, set up, managed and operated by the SCAand includes but not limited to the list of services specified in Volume 1 of the RFPor as may be specified in the subsequent Agreementfs;

aa) Users means the citizens, businesses, GoT including its departments, serviceproviders, technology vendors, corporations and agencies and their employees, as the

context admits or requires;bb) State Data Centre means StatefDistrict Data Centre, which will host the Government

applications, backend infrastructure, including client server hardware, software, LANaccess switch, server farm, firewall, core WAN router for connecting high speedinternet connections and high-speed WAN links connecting to various departments,agencies and entities of the GoT;

cc) Term means the duration of this MSA;dd) Third Party Systems means systems (or any part thereot) in which the intellectual

Property Rights are owned by a third party and to which SCA has been granted alicense to use and which are used in the provision of Services;

ee) Village Level Entrepreneur or VLE means the individual identified and retained bythe SCA as employee or business associatefpartnerffranchisee in any other legal andcontractual capacity for the day-to-day management, operations and maintenance ofthe CSCs so as to provide services to the customers;

Interpretationsa) References to any statute or statutory provision include a reference to that statute or

statutory provision as from time to time amended, extended, re-enacted orconsolidated and to all statutory instruments made pursuant to it;

b) Words denoting the singular shall include the plural and vice-versa and wordsdenoting persons shall include firms and corporations and vice versa;

c) Unless otherwise expressly stated, the words "herein", "hereof", "hereunder" andsimilar words refer to this MSA as a whole and not to any particular Article,Schedule. The term Articles, refers to Articles of this MSA. The words "include" and"including" shall not be construed as terms of limitation. The words "day" and

Government of Tripflm / ;G‘ gang 5 F Bh 0?/idenrta!r- ' ‘ “C‘ ,6 00 er artiya Samrudorfi mance Limited

1*‘ »<‘*“” 1 to6“ ,.“i“‘" 1.I ' " " "\ 1.

'§'f.,=,@"o Q12‘goose gm C perating fficer

Q:in Fm, °¢,:_,\

Surabhi Arcade gjBank Street -‘=

mu ~.~.- /I

‘D

1+“ham?4' T‘. ’

""0ERA?'i'*q I

fbwr Lid dhf

"month" mean "calendar day" and "calendar month" unless otherwise stated. Thewords "writing" and "written" mean "in documented form", whether electronic orhard copy, unless otherwise stated;The headings and use of bold type in this MSA are for convenience only and shallnot affect the interpretation of any provision of this MSA;

The Schedules to this MSA form an integral part of this MSA and will be in fullforce and effect as though they were expressly set out in the body of this MSA;Reference at any time to any agreement, deed, instrument, license or document ofany description shall be construed as reference to such agreement, deed, instrument,license or other document as the same may be amended, varied, supplemented,modified, novated or suspended at the time of such reference;References to “construction” or “roll out" includes, unless the context otherwiserequires, design, development, implementation, engineering, procurement, delivery,transportation, installation, processing, fabrication, acceptance testing, certification,commissioning and other activities incidental to the construction or roll out, and“construct” or “roll out” shall be construed accordingly;Any word or expression used in this MSA shall, unless defined or construed in thisMSA, bear its ordinary English language meaning;The damages payable by a Party to the other Party as set forth in this MSA, whetheron per diem basis or otherwise, are mutually agreed genuine pre-estimated loss andliquidated damages likely to be suffered and incurred by the Party entitled to receivethe same and are not by way of penalty;This MSA shall operate as a legally binding agreement specifying the master terms,which apply to the Parties under this agreement and to the provision of the servicesby the SCA;The SDA may nominate a technically competent agencyfindividual for conducting

acceptance testing and certification of the Scheme or carry out these tasks itself;The agencyfindividual nominated by the SDA can engage professional organizationsfor conducting specific tests on the software, hardware, networking, security and allother aspects;The agencyfindividual will establish appropriate processes for notifying the SCA ofany deviations from the norms, standards or guidelines at the earliest instance aftertaking cognizance of the same to enable the SCA to take corrective action;

Government of Tripuru /6, P, 6 -gonfidemtatW $°"':,:t\°“ For Bhartiya Sarnruddhi F_inan e Limited

t .: I _-

I, 5"' Operating" fficw

*E-.h1_r3_'yad\

2.

Sutabhi Arcade“<5

*‘rm°"

'0 ._ Ill Floor.

II Bank StreetFull

/Sn ."~ 'r/7 J: Q if-Z

1.3

n) Such an involvement of and guidance by the agency,/person will not, however,absolve the SCA of the fundamental responsibility of designing, developing,installing, testing and commissioning the CSCs.

Conditions PrecedentThe SCA will provide the Performance Security before the execution of this MSA to theSDA as specified in Vol. 2 of the RFP;

Rolling Out the CSCs

2.1

2.2

2.3

Scope of the MSAa) The SCA is mandated to establish 145 nos of CSCs in the State of Tripura. The GoT

will provide a variety of Government Services through the CSCs.

b)c) This MSA shall govern the provision of Deliverables of the SCA to GoT and the

SDA, included in the RFP and the MSA. It is anticipated that new or renewal

The GoT will extend revenue support to the SCA as agreed vide this MSA.

agreements may be undertaken by creating separate Service Level Agreements withschedules and exhibits, as required, under this MSA for eachiset of GovernmentService(s). A copy of the Service Level Agreement is attached as Schedule 3 of thisMSA.

Term of the MSAThis MSA shall come into effect on the Effective Date and shall continue and extend,unless terminated earlier in accordance with the provisions hereof, for a period of 4 yearsfrom the satisfactory completion of roll out of all the CSCs in the SCA‘s Zonetzones.The maximum period for completion of roll out of the CSCs by the SCA is 9 monthsfrom the Effective Date. The Parties may continue to implement the Scheme after expiryof the MSA on mutually agreed terms and conditions by executing a fresh MSA

Rollout of CSCsa) The SCA shall set up and operationalize the CSCs at its own cost and expense within

9 months from the Effective Date, as per the Deliverables outlined in the RFPdocument of this MSA.

b) The SCA shall enter into arrangements at its own cost and risk with the non-Government content and service providers for IT and non-IT based servicesdelivered through the CSCs.

/_. / cu”. PMGovernment of Tripuro ‘ 5:6‘ _5$\\O° 7 Confidential

1*z‘“\g;@°°,e(\ For Bhortiya Slmrudd once Lirniteqti“r"

c) The SCA shall select, train, facilitate and enter into appropriate arrangements withthe VLEs at its own cost and risk in accordance with the provisions of the RFP, andthis MSA for establishing, managing, operating and maintaining the CSCs.

2.4 The Special Purpose Vehicle (SPV)a) A Special Purpose Vehicle has been proposed to set up by the Gol to undertake the

day-to-day monitoring of the Scheme on behalf of the GoUSDA. The SPV wouldundertake the following key roles and responsibilities:

i Lay down operating and financial disciplines within the CSC systemii Provide a framework for collaborative decision making processiii Catalyze and maintain content aggregation on an on-going basisiv Build a common “Identity” for the Scheme

b) The SPV may also undertake all the audit, monitoring and financial management ofthe Scheme.

2.5 Scope and Provision of the Servicesa) The provision of Services to the citizens with certainty and speed is the essence of

the MSA between the Parties. The SCA has the competence to manage and provide a,b=,,¢~“°ddh’7‘7);g variety of Government and other Private services to customers. The SCA will keep

6’HlFlO0T-

Sulabhrhrcfifier" Bank Street -Tl‘,»j,'9 an9°

abreast of the relevant technical, managerial and operational requirements applicable

*$\a 5; '»+to the provision of the Services and best practices in this area and will share its

63,OERA8P$)- ' knowledge with the GoT and the SDA, regarding matters which would assist the

GoT and the SDA, in its use of the services, provided that SCA shall not be obligatedto share other client information or Confidential Information of the SCA not relevantto this MSA. The Services shall be performed by the SCA pursuant to projectengagements under the Service Level Agreements entered into in accordance withthis MSA.

b) The SCA shall operate and manage the CSCs in a good professional mannercommensurate with existing industry and technical standards and innovationspursuant thereon, so as to comply with the applicable Service Levels, as laid out inSchedule 1 of this MSA, or as may be laid out in the individual Service LevelAgreements for each service.

c) The SCA shall be liable for ensuring compliance by the persons working for theSCA, including the VLEs, with the provisions of the RFP, the Bid, this MSA and theperformance of their respective obligations and functions in accordance with the

®/ it asGmmmem of “pm -gas 5?n::;"‘°° b 3 For Bhartiyl Slmrud ‘ lcrifiérhfiliimitod

'§b6“Co<“°d‘ %t J-r‘* ‘do“ /3 Cti' rating Ificcr

4,Bharyya §

-r\\l\

"’an“-_ _,,, it .5

ruddh' .°:>'°m 150$

It III Floor.Sutabhi Arcade

Bank Street -

4»-- ,, ~-)qr'_' ...F) if

specifications and requirements and shall indemnify and keep indemnified the GoTand the SDA in this behalf.

d) No Party to this MSA will at any time perform, or omit to perform, any act which itis aware, at the time of performance, will place the other Party in default under anyinsurance policy, mortgage or lease goveming activities at any location provided bythe GoT.

e) Except as otherwise provided for herein or with the prior written approval of GoT!SDA, the SCA shall not:i. Systematically collect and use any GoT Data, Deliverable, Assets or GoT

contents,/contents of G2C services and information, including the use of any datamining, or similar data gathering and extraction methods;

ii. Market, sell, or make commercial or derivative use of the GoT Data, Deliverableor Assets, GoT contentsfcontents of GZC services and information;

iii. Publish, publicly perform or display, or distribute to any third party any GoTData, Deliverables or GoT contentsfcontents of Government services andinformation, including reproduction on any computer network or broadcast orpublications media; or

iv. Use, frame, or utilize framing techniques to enclose any portion of the GoT Data,Deliverables or GoT contentsfcontents of G2C services and information(including images, any text or the layoutfdesign, form or content of any page orotherwise).

Service Level AgreementsSeparate Agreements shall govern service levels for the Government services deliveredthrough the CSCs, in pursuance of this MSA. The Service Level Agreements shall beexecuted along/separately with the MSA and commence from the Effective Date of theMSA or the Agreements and shall, unless terminated earlier in accordance with the termshereof or thereof or unless otherwise agreed by the Parties, expire on the date on whichthis MSA expires.Approvals and Required Consentsa) The Parties shall co—operate to procure, maintain and observe all relevant and

customary regulatory and governmental licenses, clearances and applicableapprovals (hereinafter the “Approval”) necessary for the SCA to provide the

Services. The costs of such Approvals shall be borne by the Party normally

' Q IiG0vernrnem0fTripura smofl 9 Fa B . Confidentiales‘ " filrtlyg 5-$°g;1;:mo°@s\ Ifllfltd lfllncg |_]|-|-mad

sit“ '

W‘. °; "ififle leer

,‘,Bar/0,6 5;W2 Q.

""n'\°"°

responsible for such costs according to local custom and practice in the locationswhere the Services are to be provided

b) The GoT and the SDA shall endeavor to assist the SCA in obtaining the Required

Consents. In the event that any Required Consent is not obtained, the SCA and theGoT (along with the SDA) will co-operate with each other in achieving a reasonablealternative arrangement as soon as practicable for the GoT to continue to process itswork with as minimal interruption to its business operations as is commerciallypracticable. The SCA shall not be relieved of its obligations to provide the Servicesand to achieve the Service Levels until the Required Consents are obtained if and tothe extent that the SCA's obligations are dependent upon such Required Consents.

c) GoT shall ensure that the State Data Centre, the State Portal and SWAN, asnecessary for the provision of the services by the SCA, are installed, operated and

maintained by it throughout the Term and shall facilitate the integration thereof withthe CSCs.

2.8 Use of and keep of AssetsDuring the Term the SCA shall:

gbmuddhiplb a) take all reasonable and proper care of the CSCs, including the entire hardware andmm}, software, network or any other information technology infrastructure components

Surabhmrcade.¢ Bank SW1 - used for the CSCs and other facilities leased / owned by the SCA (hereinafter_ “Assets”) as per this MSA in proportion to their use and control of such Assets4,, ,~

OER AB - which will include all upgradation / enhancements and improvements to meet the

current needs of delivering Govemment Services;b) provide permission to the GoT and SDA and any persons duly authorized by it/them

to enter any land or premises on which the Assets are for the time being sited so as toinspect the same; and in the event of setting up CSCs in any GoT location, the GoTshall, to the extent necessary for the SCA to provide the Services, subject tocompliance by the SCA with any safety and security guidelines which may beprovided by the GoT and notified to the SCA in writing, provide the SCA withaccess to office equipment as mutually agreed and other related support services insuch location and at such other GoT location, if any, as may be reasonably necessaryfor the SCA to perform its obligations hereunder; and

c) agree that the grant of aforesaid access to the SCA to the GoT locations shall be inthe nature of a bare license and shall not confer or be deemed to have conferred onthe SCA any right, title or interest whatsoever (whether in the nature of an easement

Government of Tripura / $6. £10 Confidential‘ §,,¢<¢:a\.\°a P» For Bhartiya Samru in

~ e nowry.-..»~~“ ' '-'"‘"°¢‘fax!

S<¢\<~°‘ ,C» °"i"‘§ car

!_ _/

it

Q1 T ‘tent.

3 .-er.-.: .. Arcade':-',;,'_",'-\ ‘fittest

‘villi4,. 1‘ '

gs:M5is

.\r\1dEll'-‘F 5-+-, 06,’ 0

*mt°°

or otherwise) in such locations, office equipment or support services or any partthereof and nothing in these presents contained shall be construed as a demise in lawof such locations unto the SCA so as to give the SCA any legal interest therein. TheSCA shall only have the right to enter upon such locations for the purpose ofexecuting the Scheme in accordance with the terms hereof.not part with or create any encumbrances whatsoever on the whole or any part ofsuch locations, office equipment or support services made available by GoT to theSCA.

agree that the GoT building locations, where available, from time to time, shall bemade available to the SCA on an "as is, where is" basis by the GoT. The SCA agreesto ensure that its VLEs and to the extent possible the users, do not use such locations,services and items made available by GoT for’

i. the transmission of any material which is defamatory, offensive or abusive orof an obscene or menacing character; or

ii. any act, which constitutes a violation or infringement of the rights of anyperson, firm or company (including but not limited to rights of copyright orother intellectual property right, confidentiality or privacy).

at all times, afford access to the CSC business (including the CSCs, SCA offices,systems, software, hardware, networks, sites, accounts, documents, records,contracts, materials, personnel, subcontractors, VLEs, etc.) to GoT or the SDA, asthe case may be, their authorized officers, representatives, advisors, experts, auditorsand monitoring or certifying entities, the representatives of any competentgovernment authority having jurisdiction over the Scheme to inspect the CSCs andtheir roll out and operation and to investigate any matter within their authority andthe SCA shall provide to such persons reasonable assistance necessary to carry outtheir respective duties and functions.The SCA shall at all limes co-operate by providing reasonable access and services tothe CSCs for customers as well as the SDA and its designated agencies, as well asGoT personnel, as per timings specified in the RFP; and

Requirements for the Prime BidderOther than the Prime Bidder, other consortium members may be changed but only afterthe full roll out of the CSCs in the Zone;’Zones has been achieved and with the priorwritten approval of the SDA andlor its nominated agencies. Provided that in the event ofany such approved change of consortium members, the entities (companies) replacing

Government of Tripuru . 11 Fo ConfidentialI BI1 ' . .' flrttya Samruddhr Iprrtlance Limited

w “"6” I‘. LI‘-.> /i

#60 . FE €./ -.

5:.

/‘:4P.’e~\—Q 1|-

ruddhi p,gel“ Q,0, 9

[II Fl00T~"r 7 Sur-¢:b.'=; Arcade

Bank Street

\\i:'?_§RAEl\Q

2. 10

on°°

2.11

them shall have, to the reasonable satisfaction of the SDA, the same or higher financial,technical and legal qualifications as the outgoing entities. In the event the SDA does notgrant approval for the change of the non-principal bidders or suitably qualifiedreplacement entities (companies) are not availablel found, the exit of the non-principalbidders shall constitute a breach of this MSASecurity and Safetya) The SCA will comply with the directions issued from time to time by the GoT or the

SDA and the standards related to the security and safety as stated in the RFP, insofaras it applies to the provision of the Government services.

b) Each Party to the MSA shall also comply with GOT’s/ SDA’s IT security andstandards policies in force from time to time, which the GoT/the SDA makes theSCA aware in writing insofar as the same apply to the provision of the Governmentservices.

c) The Parties to the MSA shall report forthwith in writing to each other all identifiedattempts (whether successful or not) by unauthorized persons either to gain access toor interfere with the GOT”s data, facilities or Confidential Information.

d) The Parties under the MSA shall promptly report in writing to each other any act oromission which they are aware that could have an adverse effect on the safety andinformation technology security at the CSC's/G0T”s facilities.

Co-operationa) Except as otherwise provided elsewhere in this MSA, each Party ("Providing Party")

to this MSA, undertakes promptly to provide the other Party ("Receiving Party")with all such information and co-operation which the receiving Party reasonablyrequests, provided that such information and co-operation:i. Does not require material expenditure by the Providing Party to provide; and

ii. ls reasonably required by the Receiving Party in order for it to comply with itsobligations under this MSA; and

iii. Is not Confidential Information; andrv. ls capable of being provided by the Providing Party.

b) Each Party agrees to co-operate with the contractors and sub-contractors of the otherParty as reasonably requested in order to accomplish the purposes of this MSA

/A151»!cm~=mem»/r»-"pm 6°,.,<"5‘;;,s<~*“ 12 For Bhartiya Slmruddh ‘ElmitedOx“'6 ,0

Q&‘sk ~ - ' -/_)/\hT0‘ /Tn rig Officer

3. Financial Provisions

3.1

-*;:_."""

Sts‘?

.~1‘£1’,

(“r\j"l{,1l‘

._.-2'.‘/’ in 1::-.-:5 _'r '_' 17351.: 1'-. . BC-'3 ,_.

' Bars E-areal -

_1:iI)r:~Qh;' . _'-»~-..‘...'

GauemmenrofTr£pura _ ‘ pf . I r'l °, 13 For Bhartiya Samru fi;:“ Limited51 ‘s _.$6 O0‘ *3-.'.,;'_ .--

¢ _, :,_.-r

‘St /\ Gbl¢fOpQrgti|1g ma,-av“

Payments and ChargesThe GoT will pay up to a maximum of Rs.7,l]00l- per CSC per month to the SCA,towards revenue support, on the basis of roll out of 10% CSC and its multiple thereofas per the financial bid of the SCA accepted by the SDA, vide letter no

F.#TSCA/CSC(0l/2009/Vol-[(15 dated ,] anuagy 4, 2010The SCA shall not be entitled to receive any capital supportfsubsidy from the GoTand/or for undertaking the roll out of the Scheme and the SCA shall be required tofinance the same through its own resources or funding arranged by it at its cost.The SCA shall be entitled to retain its specified share of the transaction charges,collected from the citizens pursuant to the provision of Government services underthis MSA, through the CSCs, and receive the revenue support, as explained in theRFP, and as bid and accepted by the SDA, from GoT during the Term. Such revenuesupport shall be payable by GoT to the SCA.The SCA and its VLEs shall be authorized to collect the transaction charges from theusers for the Government applicationsfservices as specified in Appendix B ofSchedule 3 and as may be revised from time to time, at rates fixed by GoT. TheSCA!its VLEs shall promptly deposit the GoT‘s or a Government utility serviceprovider’s share of such transaction charges, as applicable, at the pre-agreed ratesand within the time specified as maybe, along with theapplicablelstipulatedjmanclatory fee, if any, relating to such applicationfservice andthe service tax, if any, in the respective designated bank account of the GoT or therelevant utility service provider, as the case may be, as notified in writing by theSDA to the SCA from time to time. Unless otherwise specified to the contrary, theGoT’s share of the transaction charges, such applicable /stipulated fee and theservice tax, if any, shall be deposited in the SDA bank account, as notified in writingby the SDA to the SCA. The transaction charges may be collected from the users bythe VLEs and credited by SCANLE to the GoT bank account or the bank account ofthe utility service provider, but as.between the GoT and the SDAfrelevant utilityservice provider on the one hand and the SCA on the other hand, the SCA shall beliable and responsible for all such operations and activitiesThe SCA shall ensure and be liable for the timely deposit of such monies as statedabove by its VLEs and shall defend, hold harmless, indemnify and keep indemnifiedthe GoT and the SDAfrelevant utility service provider from and against any failure

9nta

*on_...-.

on its part/by VLEs in the timely deposit of such monies or failure to deposit suchmonies, in full or part.

f) The SCA would not be eligible for revenue support unless the CSCs within theSCA’s jurisdiction as per the mile stones prescribed (as per bidding Zone) have beenrolled out within the specified time frame and are certified as operational by theSDA.

g) The SCA is eligible for revenue support on completion of roll out of 10% andeach multiples of 10% thereof. The time frame for completion of the complete

roll out (100%) shall remain 9 months from the effective date (signing of theagreement with the State Government / SDA).

h) For the purposes of determining the amount of support to be disbursed, the revenuesactually generated from the delivery of Government Services would not be deductedfrom the revenue support bid accepted by the State.

i) The sharing of costs and remunerationfprofits between the SCA and VLEs shallconstitute an internal inter-se matter between the SCA and the VLEs as per theirmutual agreement and GoT,’SDAIrelevant utility service provider shall not beconcerned with or liable for the same in any manner whatsoever.

j) All payments are subject to the application of debits towards liquidated damages fordelays and/or breaches by the SCA,/its VLEs in meeting the Service Levels andperformance standards in the provision of Services in accordance with the provisionshereof, at the rates specified in the applicable Agreements. it is clarified here that incase of the failure of the SCA to meet the Service Levels agreed to, the SDA may

calculate a financial sum and debit the same against the payment to be made to theSCA, , such sum being determined in accordance with the terms of the Agreements

k) Except as otherwise provided for herein or as agreed between the Parties in writing,the GoTfSDA shall not be required to make any payments in respect of the Servicesother than those covered by the terms of payment as stated herein, including the

Terms of Payment section of this MSA.3 2 Invoicing and Settlement

a) As regards the revenue support quoted by the SCA in the financial bid as accepted bySDA, vide letter no F.#TSCA/CSC./01/2009/Vol-I1'15 dated janualy 4, 2010, theSCA shall submit its invoices in accordance with the following principles:i. The SCA shall submit a certificate from the SDA or its designated agencies

certifying that all the CSCs in the allotted Zone/Zones of the SCA have been

Government of Tnpum \ -Z63 M 14 For Bh rt. Confidenfial

/_s-°&::*<*°° a '7‘ 53""!-Idd once Limited0

’1~¢°”§:@°°\ Qi }G .®°°q$%‘$ /\c|'ll IIUIIQ

QS,\_‘\j,(lflll| /I/-063 (-

"> lll sev- o'>\$'£~=l"G"J7“N¢3de El

‘-1 Bans Slteel '_t-** Kit C)

&P5ERA5P‘g’

<1~=m~»~'~rT~»~'» 6,s<‘,,,»~*“ 15 Far Bh-my: Som W§h'ce Limited

rolled out and are operational to the satisfaction of the SDA or its designatedagencies.

ii. The SCA shall submit invoices for the revenue support along with a detailedMIS sheet in respect of the services delivered and an audited financial statementindicating revenue generated from delivery of Government services.

iii. At the end of fourth quarter, the SCA shall submit a detailed MIS sheet for allfour quarters of the year in respect of the services delivered and an auditedfinancial statement indicating revenue generated from delivery of Governmentservices.

1v. The SCA shall invoice all payments for revenue support by the 10thworking day of the month following the relevant quarter in which the

Services were provided.Payment of the revenue support shall be made by GoT to the SCA within 21 workingdays of the receipt of invoice by the GoT subject to adjustments for liquidateddamages and set off against revenues generated out of Government Services throughthe CSCs and surplus payment(s) made, if any, during previous quarter(s)The GoT shall be entitled to delay or withhold payment of any invoice or part of itdelivered by the SCA where the GoT disputes such invoice or part of it provided thatsuch dispute is bona fide. The withheld amount shall be limited to that which is indispute. The disputed amount shall be settled in accordance with the escalationprocedure as set out in this MSA. Any exercise by the GoT under this article shallnot entitle the SCA to delay or withhold provision of the Government Services.

Taxa) The SCA/VLEs shall pay for all taxes under the applicable laws arising from its

operations/activities/services/business under the MSA and/or in connection with theMSA.The GoT/SDA shall deduct withholding taxes as per the applicable laws from theamounts due and payable to the SCA wherever applicable.The Parties shall cooperate to enable each Party to accurately determine its own taxliability and to minimize such liability to the extent legally permissible.Service taxes as applicable shall be levied to and be payable by the customers overand above the transaction charges specified in the RFP

by1% 0°

$\3\e -‘i-fixll _..l°“‘$ ‘rt’ _-‘fig,-' “V -

(6 /) "cmifoiillili Officer

_’/

4?

, _._r-gttlrlilti p

-33 71.’-1:.:-_ rczcle __

‘I._ I t Q-liéfi

‘Int

Q

Government of Triprrra $I 16 F _ Confidential‘,5 °,n*"' °I' Bhflrlrya Sa hi Finance Limited

¢§oot9° - _ .

‘E-‘°“ t- .».410$ -" r ief Opeirat ng Officer

-1?r)\'§Q

T‘ i ,\.’i¥'eaael*°

Breach and Rectification

4.1

4.2

*p-\8

Termination of MSAIn the event that either Party believes that the other is in breach of its obligations underthis MSA, such aggrieved Party may terminate this MSA, upon notice to the other Party.Any notice served pursuant to this section shall give reasonable details of the breach,which shall comprise of the events set forth in para 4.2 below, and the termination shallbecome effective from the date of such notice. The SDA shall take the necessary actionpursuant to this section for and on behalf of itself and GoT, unless GoT decidesotherwiseEvents of Default and Rectificationa) If there is breach which translates into default as per this MSA in provisioning of

Government services andfor default as per this MSA in provisioning of Governmentservices on account of matters related to the provision of other IT and non-ITservices by the SCA under the Scheme,/through the CSC network, continuously for

more than seven days or more than a cumulative period of ten days in a month,except in conditions of force majeure, the same shall attract liquidated damages at

the rate of 10% per CSC per week of the monthly revenue support sought OR Rs.500per CSC per week, whichever is more. In case the rectification is not carried outwithin 30 days of the applicability of the inoperability clause, it would constitute amaterial breach by the SCA, which shall entitle the SDA to, at its sole option,forthwith terminate this MSA on the expiry of such stipulated period, unless the SCAhas in the meantime rectified, removed or cured, as the case may be, such materialbreach. The SDA may at its sole option, debit or set off the amounts of liquidateddamages, if any, against the payments as defined in the Terms of Payment section ofthis MSA, andfor through invocation or forfeiture of the Performance Security, in

full or part, as the case may beb) In the event the SCA fails to make timely deposit of the Government utility

provider’s share of the gross amounts of the weekly transaction charges collectedfrom the citizens in accordance with the RFP, the SCA shall be required to payliquidated damages at the rate of 10% of the total overdue amount due or Rs.500 perday per CSC, whichever is more. In the event that such payment defaults occur for 5consecutive weeks, the GoT/SDA shall be entitled to forthwith stop the SCA'saccess to State Data Centre, State Portal, TSWAN, GoT applications, as well as anyother Government support, whether physical or otherwise, and require the SCA to

°J“\('.1(ltZ‘l.l]i IQ .

‘Barge é-‘. *919°“

_L In l

__ Surabhi Arcade __S‘ Bank Street -

6'}, ."*'‘-75 AB ho

stop providing the Government services to the citizens through the CSCs, and eventerminate the MSA. ' The SDA may at its sole option, debit or set off the amounts ofliquidated damages due to it against the terms of payment as defined in the Terms ofPayment section of this MSA andfor through invocation and forfeiture of thePerformance Security, in full or part, as the case may beIn the event of any invocation of the Performance Security by the SDA, the SCAshall be required to forthwith replenish or top up the existing Performance Security,

failing which the same shall constitute a material breach by the SCA, which shallentitle the SDA to terminate this MSAIf there is a material breach by the GoT,*'SDA, in terms of delay in payment/nowpayment of revenue support, or not providing the certification of the Scheme rolloutphase and, provided the SCA is in compliance of all the applicable specifications,requirements andfor compljances set forth in the RFP I Bid I MSA I Agreements, inthis behalf, then the SCA may give a 3 month's notice to GoT/SDA for curing suchbreach. In the event the breach continues, the SCA will have the option to terminatethe MSA.Any delay of more than one month from the date of submission of the invoice to theState Government in disbursement of revenue support by the SDA, would attractinterest charges at State Bank of lnclia’s prime lending rate on the amount of revenue

support sought for that quarter. These interest charges would be paid by the StateGovernment to the SCA along with the revenue support to be disbursedThe SDA may serve written notice on SCA at any time to terminate this MSA, withimmediate effect, in the event of a reasonable apprehension of bankruptcy or anyunpaid charge, lien or mortgage that is likely to reduce the financial credibility of theSCA.

4.3 Effects of TerminationThe termination provisions set out in this MSA shall apply mutatis mutandis to theAgreements.Upon termination of this MSA, the Parties will comply with the Exit ManagementSchedule, as outlined in this MSA, in Schedule 2Upon the expiration or any termination of this MSA, SCA shall undertake the actionsset forth in this MSA to assist the GoT;‘SDA to procure replacement services asprovided hereunder:

/6‘ v!¢.r-66-t‘>£\°°G0vemmem0f1"ripura ‘.6 — °\a\‘ _ _ Cpnfidgnffgf$0 ' 6)., For Bharttya Sarnr _ hi Finance Limited

é ‘O3 _n.

5*‘4'-‘ /) Operati Officer

*5‘"1’-'1»‘b‘CI’

E 7. *"an

i. The SCA undertakes to negotiate in good faith with the GoT;‘SDA and anyrelevant Replacement SCA in respect of commercial terms applying to all SCAIntellectual Property Rights and which the GoT/SDA and any relevant -Replacement SCA require to enable them to provide or receive servicessubstantially equivalent to the Services hereunder

ii. In respect of SCA third party Intellectual Property Rights, SCA undertakes toassist the GoT/SDA to secure such consents or licenses from such third partiesas are necessary to enable GoTf SDA I Replacement SCA to receive servicessubstantially equivalent to the Services hereunder.

iii. The SCA shall hand over to the GoT I SDA or its designated agency, at theappropriate time, in accordance with the terms of this MSA, any asset or

deliverable, including the software, if any, (and including any data, ownership,source code and associated documentation which is the work product of the

/,._-.._ development efforts involved in the Scheme) in which the GoTfSDA has the“ .'1 dill‘ K‘-‘:_. 1 fl! =6‘,

t‘-{Tia 0I90\\

in ‘ReQ!_]['JbhlA|'Cade

Bank SW95 Warranties, Liabilities and Confidentiality

right, title and interest and that is in the possession or control of the SCA

)'0ERABP\Q' 5.1 WarrantiesThe SCA warrants and represents to the GoT and SDA that:a) It has full capacity and authority and all necessary approvals to enter into and to

perform its obligations under this MSA;b) This MSA is executed by a duly authorized representative of the SCAc) It shall discharge its obligations under this MSA with due skill, care and diligence so

as to comply, with this MSA5.2 Third Party Claims

a) The SCA (the "Indemnifying Party") undertakes to indemnify the GoT and/orSDA,’their nominated agencies, as the case may be, (the "Indemnified Party") fromand against all losses, claims or damages on account of bodily injury, death ordamage to tangible personal property arising in favor of any person, corporation orother entity (including the Indemnified Party) attributable to the Indemnifying Party'sperformance or non-performance under this MSA

b) The indemnities shall be subject to the following conditions:

,d_ by'5. e

':i§_b-00

Gmmmemflwpm *£!\‘ttI»°°w 18 F°l' Bhflrtiya Sernr 0hl’iHF€i’ii:neeLimited‘ . .

1'-\°°‘$’\Ag - t the Operati om“,at-tfl

*1v

i. the Indemnified Party, as promptly as possible, informs the Indemnifying Party inwriting of the claim or proceedings and provides all relevant evidence,

documentary or otherwise11. the Indemnified Party shall, at the cost of the Indemnifying Party, give the

Indemnifying Party all reasonable assistance in the defense of such claimincluding reasonable access to all relevant information, documentation andpersonnel provided that the Indemnified Party may, at its sole cost and expense,reasonably participate, through its attomeys or otherwise, in such defense

iii. if the Indemnifying Party does not assume full control over the defense of a claim

“Qt

"P11°°Ii 1‘-urrbhr Amade

0s/L’

"3

/133 :> 0'1 it

as provided in this Article, the Indemnifying Party may participate in suchdefense at its sole cost and expense, and the Indemnified Party will have the rightto defend the claim in such manner as it may deem appropriate, and the cost andexpense of the Indemnified Party will be included in losses

The Indemnified Party shall not prejudice, pay or accept any proceedings or claim, orcompromise any proceedings or claim, without the written consent of theIndemnifying PartyAll settlements of claims subject to indemnification under this MSA will: (a) beentered into only with the consent of the Indemnified Party, which consent will notbe unreasonably withheld and include an unconditional release to the IndemnifiedParty from the claimant or plaintiff for all liability in respect of such claim; and (b)include any appropriate confidentiality agreement prohibiting disclosure of the termsof such settlementThe Indemnified Party shall account to the Indemnifying Party for all awards,

settlements, damages and costs (if any) finally awarded in favor of the IndenmifiedParty, which are to be paid to it in connection with any such claim or proceedingsThe Indemnified Party shall take steps that the Indemnifying Party may reasonablyrequire to mitigate or reduce its loss as a result of such a claim or proceedings; and

Limitation of Liability

There shall be no limitation of liability in respect of the SCA in case of any damagesfor bodily injury (including death) and damage to real property and tangible personalproperty, other than as applicable under the relevant laws.Neither this MSA nor the Agreements grants or creates any rights, benefits, claims,obligations or causes of action in, to or on behalf of any person or entity (including

%-t;3~*""’Goternmem of Tnpura ¢ sé _ Confid mi I‘pooaqe 19 For Bhartlya Se dhieFii1anceLimne$\.\Q _ I, F" .

W. 9'a, ..,..

any third party) other than between the respective Parties to this MSA, as the casemay be. I

c) Any claim or series of claims arising out or in connection with this MSA shall betime barred and invalid if legal proceedings are not commenced by the relevant Partyagainst the other Party within a period of 3 years from the date when the cause ofaction first arose or within such longer period as may be permitted by applicable lawwithout the possibility of contractual waiver or limitation.

d) The GoT/SDA shall be entitled to claim the remedy of specific performance underthis MSA

5.4 Force Majeurea) Neither Party to this MSA shall be liable to the other for any loss or damage which

may be suffered by the other due (directly) to the extent and for the duration of anycause beyond the reasonable control of the Party unable to perform ("Force 'Majeure") events such as but not limited to acts of God not confined to the premises

of the Party claiming the Force Majeure, flood, drought, lightning or fire,G In earthquakes, strike, lock-outs beyond its control, labour disturbance not caused at the

Al“ “ ‘F/Q;6'. "\

D11“'9? ‘ 331% 5'»‘al ' _ _

Kurt it commotlons etc. No failure, delay or other default of any contractor or sub-contractor

/'-c; instance of the Party claiming Force Majeure, acts of government or other competent.\I-‘_'/ 1.1.1 Fret

. 3.‘;-‘K £,(;_r?,'_-?lll'<Ft"/tiile authority, war, terrorist activities, military operations, riots, epidemics, civilD '

\V&*'35p_ ;,r5t>$)' to either Party shall entitle such Party to claim Force Majeure under this MSA

b) The Party seeking to rely on Force Majeure shall promptly, within 2 days, notify theother Party of the occurrence of a Force Majeure event as a condition precedent tothe availability of this defense with particulars detail in writing to the other Party and

shall demonstrate that it has and is taking all reasonable measures to mitigate the _events of Force Majeure

c) In the event the Force Majeure substantially prevents, hinders or delays the SCA'sperformance of Services, in over 40 CSCs, for a period in excess of 14 days, theSDA may declare this as an emergency situation. The SDA will issue a notice to theSCA to resume normal services at all affected sites and for all operations within aperiod of 30 days. In the event that the SCA is not able to resume services within thenext 30 days, the SDA may obtain substitute performance from an alternatesupplier/SCA.

d) All payments pursuant to termination due to Force Majeure event shall be inaccordance with the Terms of Payment outlined in this MSA

- .4’s'°‘6-ilooGovernment of Triprmz ‘F5 ‘°°@‘\ 20 Confidential

v-%<>°’ For Bhamya Sa m Finance Limited(Q

‘O'5’ Ir

<1-°°‘. Qft E5‘/) wt Onerati Officer

(9%

-5°

//*8-‘ii’! .~>\

II

e) Notwithstanding the terms of this MSA, the failure on the part of the SCA toimplement any disaster contingency planning and back-up and other data safeguardsin accordance with the terms of the this MSA and subsequent Agreements, againstnatural disaster, fire, sabotage or other similar occurrence shall not be an event ofForce Majeure

5.5 Confidentialitya) The GoT/SDA may permit the SCA to come into possession of confidential public l

records as per the needs of the Scheme and the SCA (including its VLEs,employees, contractors, agencies and representatives) shall maintain the highest level

of secrecy, confidentiality and privacy with regard thereto.Additionally, the SCA shall keep confidential all the details and information withregard to the Scheme, including systems, facilities, operations, management and

b)

maintenance of the systems/ facilities.c) The GoT/SDA shall retain all rights to prevent, stop and if required take the

necessary punitive action against the SCA regarding any forbidden disclosure.d) The SCA shall ensure that all its employees, agents and sub-contractors execute

mrutldhi 57%

90 individual non-disclosure agreements, which have been duly approved by the

GoT/SDA, with respect to this SchemeIn Floor

Surabhi ArcadeBank Street

Koti

‘Q:11“e) The aforesaid provisions shall not apply to the information:

‘V:-VIP _: _>x¢I_,» i_ c .5-1 t . ' .‘"-'_“".;§

already in the public domain; andii. which has been received from a third party who had the right to disclose the

aforesaid information; andiii » disclosed to the public due to a court order.

Audit, Access and Reporting

6)5.6

The GoT/SDA/ nominated agency like the SPV, may carry out routine, random andperiodic audits and inspections, by itself or through authorized representatives of allproject/services related documents, data, locations, accounts, information;GoT/SDA/ nominated agency like the SPV, shall endeavor to conduct such auditswith the lowest levels of inconvenience and disturbance practicable being caused to _the SCA or users

b) The GoT/SDA! nominated agency like the SPV, may carry out non-timetabled audits

are necessary as a result of an act of fraud by the SCA, a security violation, or breachof confidentiality obligations by the SCA.

6‘ v-4,’ V 60°

Government of Tripum _,-e<\~y> FOT Bhflfllyfl fifiF'linan¢e Limiter

- \a‘e' V i _

0*.’ i Ii6‘ ‘ I07 Operhting Office

% 1

_ III Floor.__ Surabhi Arcade AT Bank Street -

Kati41- ,'\'

"-<3saA'a P“*EvEfiéya

c) The frequency of audits (time tabled) shall be 6 monthly, provided always that theGoT,/SDA shall endeavor to conduct such audits with the lowest levels ofinconvenience and disturbance practicable being caused to the SCA or users

d) The audit and access rights contained within this section shall survive the terminationor expiration of the MSA for a period of twenty-four (24) months.

e) The SCA shall provide to the GoT,fSDA;’ nominated agency like the SPV, or itsrepresentatives reasonable access to the Service Delivery Channel Network, VLEs,employees, subcontractors, suppliers, agents, third party facilities, including leasedpremises used for Schemefldosks, documents, records and systems reasonablyrequired for audit and shall provide all such persons with routine assistance inconnection with the audits and inspections. The GoT;‘SDA;’ nominated agency like

the SPV, shall have the right to copy and retain copies of any relevant records. The 'SCA shall make every reasonable effort to co-operate with them.

5.7 Verificationa) The GoT/SDA./norninated agency like the SPV, shall have the right to, as shall be

reasonably necessary, to verify:

(§._,,unun_. %;\ i. The security, integrity and availability of all GoT Data processed, held or' conveyed by the SCA on behalf of GOTl'SDA and the users and documentationr‘~,\

mijf. related theretoIl- ii. That the actual level of performance of the services is the same as specified in

the Service Level Agreements111. That the SCA has complied with the relevant technical standards, and has

adequate internal controls in place; and -iv. The compliance of the SCA with any other obligation under the MSA andfor the

Agreementsb) The audit and access rights contained in the MSA shall survive the termination or

expiration of the MSA for a period of 24 months

5.8 Reportinga) The SCA will provide quarterly reports to the GoTl'SDA./their nominated agencies

regarding any specific aspects of the Scheme and in context of the audit and accessinformation as required or such by the GOTISDA or its nominated agencies.

b) For the purposes of audit, the SCA shall maintain true and accurate records inconnection with the provision of the services and the SCA shall handover all therelevant records and documents upon the termination or expiry of the MSA.

,6‘ tw-‘oil’54* . . _Gvvwwrew ~<=1'Tr='.vw ,“,~"'fl,a--*‘°i\ 22 For Bharttya Sai=Finance Limite

wbcfigf .e‘° iv A ‘

39“: U 1- "S In“wows IP _PQ£g[i Q office

5.9 Empowered Committee

H)

b)

C)

°:b“\‘uddhi F/Q* , Cl,_Q’ 111 Floor. )

Surahhiarcade r; ~ff, Bafllfislleil “J* Klllll ‘RI SJ

,E_.L_ Q _" .-'0ERAQF

There shall be an Empowered Committee notified by the GoT and SDA, with

representatives from SDA and other State govemment departments, who shallhave periodic meeting and be responsible for maintaining the interface and

communication between the various stakeholders.

The Empowered Committee will meet formally on a monthly basisl or at a

frequency to be decided by the committee. These meetings will cover, as aminimum, the following agenda items: (i) Periodic performance reports; (ii)

Status of delivery of e-government services (iii) Setting up and functioning ofthe CSC- SCA wise (iv) Service level agreement (v) Release of revenuesupport (vi) Issues of connectivity (SWAN & last mile connectivity) (vii) Anyother matters.The Parties shall comply with the Audit, Access, and Reporting Schedule setforth by the Empowered Committee.The Empowered Committee will also decide the rates for out-sourcing ofgovemment schemes/ programs/ works with a view to utilize the existinginfrastructure of the CSC/ SCA. The rates so decided would be binding on theconoemed parties.

6. Intellectual Property

6.1 Government IPR

=1)

6)

Govemmem‘ of Tripura

Except to the extent otherwise expressly provided in this MSA, the GoT/ SDAshall retain exclusive intellectual property rights to the fonns, content, data and thecompilations of the GoT/SDA to which the GoT/SDA has sovereign rights andnothing herein shall or will be construed or deemed to grant to the SCA any right,title, license, sub-license, proprietary right or other claim against or interest in, toor under (whether by estoppels, by implication or otherwise) to the aforesaid rightsof GoT/SDA.Without limiting the generality of the above article, and except to the extentotherwise expressly agreed by the Parties to this MSA in writing, nothingcontained in this MSA shall or will be construed or deemed to grant to the SCAany right, title, license or other interest in, to or under (whether by estoppels, by

/' ct’-*6' M9 -4*” go“

‘ C ' U ~ - D

Q“ 0*_ -‘ .0" Confidential

_,;.\.-‘~‘ ;,,.\~*‘ For Bhartiya Samr i Finance LimitedQ;-39 .

-.>

<<\°°i l/q +1 _ Bali Officer

In F1001’..‘;__ Surahhi P-F5559‘E Bank Siffifll '

4'1, Q5

fl

s)

63,9: ud E5 hr pf-G9

um3°“*. §. 1+

afianeh

11)

i)

Government‘ of Tripnra

41'.

implication or otherwise) any logo, trademark, trade name, service mark or similardesignations of CSC Scheme/GoT/SDA or its respective affiliates/nominees.Subject to any sole or exclusive rights granted by the GoT to a third party prior tothe Effective Date, the GoT may, if required, grant to the SCA and any sub-contractors to the SCA solely for use in their performance of Services forGoT;‘SDA or its nominated agencies, non-exclusive, paid-up, royalty-free right andlicense during the Term of this MSA, but not the right to sub-license, to use theGoT Data including the right to copy, perform, display, execute, reproduce,modify, enhance and improve the GoT Data to the extent reasonably necessary oruseful for the provision of Services hereunderThe SCA shall indemnify, defend and hold harmless GoT/SDA and its respectiveofficers, employees, successors and assigns, from and against any and all lossesarising from claims by third parties that any Deliverables (or the access, use orother rights thereto) created by SCA pursuant to this MSA or any equipment,

software, information, methods of operation or other intellectual property (or theaccess, use or other rights thereto) provided by SCA or sub-contractors to the SCApursuant to this MSA:i. Infringes a copyright enforceable in lndia,

ii. Infringes a patent issued in India, oriii. Constitutes misappropriation or unlawful disclosure or use of another Party's

trade secret under the laws of the India (collectively, "Infringement Claims");provided, however, that this will not apply to any Deliverable (or the access,use or other rights thereto) created by (A) GoT/SDA ; (B) third parties (i.e.,other than SCA or SCA's sub-contractors) at the direction of GoT;’SDA

The GoT/SDA shall have no liability or obligation to SCA or any other Partyabove to the extent the Infringement Claim is based upon any use of theequipment, software, information, methods of operation or other intellectualproperty (or the access, use or other rights thereto) for the benefit of any Party(including any use by SCA or its nominees outside the scope of the Services) otherthan for the GoT/SDA.Notwithstanding any provisions of this MSA to the contrary, the foregoingremedies constitute the Parties’ sole and exclusive remedies and each Party's entireliability, with respect to Infringement Claims

. ,4cfiogggp.< 0""

. "xv: \- Y“ \ Confidential’- ‘ ‘ F°' Bhifliva Sa ddhi Finance Limited\\‘ l \ t\\'.‘ 4

\ -‘ ing Officer

=32:»._it.u

*5“'\

A”0s.@.tt=.t~° c)

%6\;udGhr' p//-_'| \

C9 2", ".ITI F‘»'-'0', *6: ‘

’5ur:i'!'* ---i~ra'="3 ‘E.Bgnk E~'.i'-—‘.'€l F-' l

rtuti 1*

7.

/ ,\..r‘>' Y5‘

N‘_,(€ll i got

..Govemment of Tripura 1"?“ \~‘ ll 25 Conjidenrial/-7 For Bhart . .t ya Sa I Finance Limited

4’~\o~;<~:.- l

1 i i foperal Qofflcer

6.2 SCA IPRAll right, title and interest in and to, and ownership in, Proprietary Information of

GoT which may, if required, be provided to SCA, and all modifications,enhancements and other derivative works of such GoT Proprietary Information

("GoT Proprietary Information"), as a result of Services rendered by the SCAhereunder shall remain solely with the GoT. SCA shall be entitled to use such GoTProprietary Information only during the Term and only for the purposes of providingthe Services or to the extent necessary for SCA's normal operational, repair andmaintenance purposes related to the Services. The GoT shall retain ownership of allIntellectual Property Rights related to GoT Proprietary InformationAll right, title and interest in and to, and ownership in, Proprietary Information of

SCA, which is provided to the GoT/SDA, and all modifications, enhancements andother derivative works of such SCA Proprietary Information ("SCA ProprietaryInformation"), shall remain solely with SCA. The SCA will upon the award of theScheme in its favor, declare the status of all the SCA Proprietary Information alongwith documentary support sufficient to establish its sole legal rights in the aforesaidProprietary Information to the GoT/SDA. This Proprietary Information shall refer to

that which has been owned by the SCA prior to commencement of the MSA.Additionally, the GoT/SDA shall also consider any software that may be acquiredfrom third parties by the SCA, solely for its own purpose, during the tema of theMSA as SCA Proprietary Information. The GoT/SDA/its nominated agencies shallbe entitled to use such SCA Proprietary Irtformation only in connection with theServices or to the extent necessary for GoT’s/CSC Scheme's normal operational,repair and maintenance purposes related to the Services.

Miscellaneous

7.1 SCA dutiesThe SCA shall not change the key personnel named by it in the Bid except with theprior written approval of the GoT/SDA and replace with personnel having similar orhigher qualifications, such approval will not be unreasonably withheld, and will beprocessed within 7 days of the request being madeThe SCA shall ensure that G2C services are effectively and cordially provided to thecitizens by the concerned VLEs. The SCA shall ensure that the VLE does not

4%-~ .-~.

<1)

<1)

dh'-¢.~»““““ 'F"”@/>‘\%

hinder/inhibit the objective of the CSC scheme by withholding information orrefusing to deliver services as per demand of the citizens and availability of sewices.

In providing the BZC/B2B services, the SCA shall ensure that:i. which are opposed to public interest or public policy shall not be provided by

it/under the Scheme;

ii. such services shall not be provided in a manner that has an adverse impact onthe provision of Government Services to citizens or on the operations,functioning, performance, infrastructure and manpower requirements of theCSCs

iii. the provision of Services is carried out in accordance with the provisions andspecification set out in the RFP, the Bid and this MSA.

The SCA shall not transmit, cause to transmit or suffer transmission, under orpursuant to the Scheme, of any material which is defamatory, offensive or abusive orof an obscene or menacing character; or in a manner, which constitutes a violation orinfringement of the rights of any person or entity (including but not limited to rightsof copyright and other intellectual property rights, confidentiality or privacy).

5? t11F1°°'- \,~ e) The SCA shall have the right to fix the charges for B2C/B2B services at marketE’ Surat‘-hi t\rrB»'5°

L Bank Si“?-3‘ l

Kat: N

1'15 5 p_ hi» *‘is7'?‘

\L‘L

F)

driven rates; provided that such rates are competitive rates and not exorbitant and donot overburden the users of such services so as to dampen the overall image of theGovernment of Tripura and the Scheme.The SCA shall indemnify, continue to indenmify and hold harmless the GoT/SDAand its agencies from and against all costs (including attomey fees), liabilities of alltypes, claims, litigation, proceedings, damages, penalties, etc arising or resultingfrom the provision of B2C/B2B services under and pursuant to this MSAfthe

Scheme. The GoT/SDA shall not be liable in any manner whatsoever to any personwhomsoever in this behalf. All cost, risk and liability in this behalf shall be bornesolely by the SCA.

7.2 Commitment for future Government Servicesa)

b)

Govermrrenl of Tripura

The GoT/SDA shall provide and the SCA shall deliver, this being a mandatoryobligation of the SCA, all future GoT/SDA Government services/applications underthe Scheme/through the CSC channels.The transaction charges for such future GoT/SDA Government services/applicationsshall be fixed by GoT, on a mutually agreed basis, pursuant to Service LevelAgreements

/_ -\-

‘X1 ~‘R

7:/J-,3

1‘-._4 r_.‘I

l\JO'\- Y; ~‘ ' For Bhartiya Sn i"i=inance Lirr=° 1

.\< .

\- ‘Pk ‘ I . 9‘ H

“T at epm:\»q On

uddhi .69¢‘ /-7%‘D an__ Hi Floor. ~

Surabm Arcade "Bank Street

/5,, N

7.3

7.4

7.5

5+sham", 5.. 1+1-.aii

PDERES?

7.6

G IT . \» ‘D; . . ' .ovemmento rlpllra ‘Mg “_ FOP Bhartlya Sch wt Financ. L“-nuer

\\<'*'a\. 1 t " "Y“‘° Qt 1' ‘i/w _ . - - afhg Office

X

Independent ContractorNothing in this MSA shall be construed as establishing or implying any partnership orjoint venture between the Parties to this MSA and, except as expressly stated in thisMSA, nothing in this MSA shall be deemed to constitute any Parties as the agent of any

other Party or authorizes either Party (i) to incur any expenses on behalf of the otherParty, (ii) to enter into any engagement or make any representation or warranty on behalfof the other Party, (iii) to pledge the credit of or otherwise bind or oblige the other Party,or (iv) to commit the other Party in any way whatsoever.

AssignmentAll terms and provisions of this MSA shall be binding on and shall ensure to the benefitof the GoT, SDA and the SCA and any assignment or transfer of this MSA or any rightshereunder by either Party shall be strictly prohibited.

Trademarks, PublicityNeither Party may use the trademarks of the other Party without the prior written consentof the other Party. Except as required by law or the rules and regulations of each stockexchange upon which the securities of one of the Parties is listed, neither Party shallpublish or permit to be published either along or in conjunction with any other personany press release, information, article, photograph, illustration or any other material ofwhatever kind relating to this MSA, or the business of the Parties without prior referenceto and approval in writing from the other Party, such approval not to be unreasonablywithheld or delayed.

Noticesa) Any notice or other document, which may be given by either Party under this MSA

or under the Service Level Agreements, shall be given in writing in person or by pre-paid recorded delivery post or by facsimile transmission

b) In relation to a notice given under this MSA, any such notice or other document shallbe addressed to the other Party's principal or registered office address as set outbelow:Tripura State Computerisation Agency (TSCA)ITI RoadIndra NagarAgartala - 799006 .

-"§‘

/3 27 Con evmal

5.3%<;(r‘j(l'1ll'i.t an

__ m rent.T S1_;\‘1_'{bl".lr.'\FCade .-

Batik Street -Kati

B.‘ ‘

__. .- P28};/f*$5!“-Grya

7.7

Fad

i’p"‘\G')

' E: |-‘r"\'c'"*\..____,__./

TEL-FAX# 0381-2355751Government of TripuraIn relation to a notice under this MSA, it shall specify the Parties’ address forservices of notices, any such notice to be copied to the Parties as the addresses setout in Article 7.6 (b).Any notice or other document shall be deemed to have been given to the other Party(or, if relevant, its relevant associated company) when delivered (if delivered inperson) if delivered between the hours of 9.00 am and 5.00 pm at the address of the

other Party set forth above or if sent by fax, provided the copy fax is accompanied bya confirmation of transmission, or on the next working day thereafter if deliveredoutside such hours, and 7 days from the date of posting (if by letter)Either Party to this MSA may change its address, telephone number, facsimilenumber and nominated contact for notification purposes by giving the otherreasonable prior written notice of the new information and its effective date

Severability and WaiverIf any provision of this MSA, or any part thereof, shall be found by any court oradministrative body of competent jurisdiction to be illegal, invalid or unenforceablethe illegality, invalidity or unenforceability of such provision or part provision shallnot affect the other provisions of this MSA or the remainder of the provisions inquestion which shall remain in full force and effect. The relevant Parties shallnegotiate in good faith in order to agree to substitute for any illegal, invalid orunenforceable provision a valid and enforceable provision which achieves to the

greatest extent possible the economic, legal and commercial objectives of the illegal,invalid or unenforceable provision or part or part thereof.No failure to exercise or enforce and no delay in exercising or enforcing on the partof either Party to this MSA of any right, remedy or provision of this MSA shalloperate as a waiver of such right, remedy or provision in any future application norshall any single or partial exercise or enforcement of any right, remedy or provisionpreclude any other or further exercise or enforcement of such right. remedy orprovision or the exercise or enforcement of any other right, remedy or provision

7.8 Compliance with Laws and RegulationsEach Party to this MSA accepts that its individual conduct shall (to the extent applicableto it) at all times comply with all applicable laws, rules and regulations. For the

Q)‘. ,,<1;,,,{'Ga,,,,,.,,,,,,,,, ,,fT,,P,,,,, gdivtx 28 For Bhartiya Sa hitfiinance Llmn ~'1

\

(1-‘Q Qg iv‘F7 cc

‘QC99 '- I -e.5‘,-t _,t_ -§‘ " Qfill Off. Lcf

*Bl'\fi!'1_yQ‘

Q *n

. ’~\_.,<<\‘“dd"' F/Z5.% _» r/0;‘

‘B pf} Flori. ‘avg Sarah?" made ‘Z

BPJ\'>'. iiiflei '

,\ .

kUER

7.9

7.10

7.11

7.12

avoidance of doubt the obligations of the Parties to this MSA are subject to theirrespective compliance with all applicable laws and regulations.

EthicsThe SCA represents, warrants and covenants that it has given no commitments,

payments, gifts, kickbacks, lavish or expensive entertainment, or other things of value toany employee or agent of the GoT/SDA, or its nominated agencies in connection withthis MSA and acknowledges that the giving of any such payment, gifts, entertainment, orother things of value is strictly in violation of GoT's/ SDA’s standard policies and mayresult in cancellation of this MSA

Entire MSAThis MSA, all schedules appended thereto and the contents and specifications of the RFPand the Bid constitute the entire agreement between the Parties with respect to theirsubject matter, and as to all other representations, understandings or agreements whichare not fully expressed herein.

Survivability _The termination or expiry of this MSA or the Service Level Agreements for any reasonshall not affect or prejudice any terms of this MSA, or the rights of the Parties underthem which are either expressly or by implication intended to come into effect orcontinue in effect after such expiry or termination.

Insurance Covera) On and from the date of execution of this MSA, the SCA shall maintain or cause to

be maintained, insurance policies as are customarily and ordinarily available in Indiaon commercially reasonable terms and reasonably required to be maintainedconsistent with projects and facilities of the size and type of this Scheme, includingloss that is due to fire, floods, earthquake, riots, civil commotion or acts of God andas may be required by the GoT/SDA.

b) The premiums payable on insurance coverage as indicated above, including any costsand expenses incidental to the procurement and enforcement of such insurancecoverage shall be bome by the SCA.

<s-,.l'5'

Government of Tripura ‘Q ‘ °¢\°‘ ' Confidential

“woes For Bharttya sa dhi Finance Lll'r\ '= 'ts\.

¢<\°°“ ,5I

/\ 6 ieropera 'nQ of‘ e

'0

"y

*aha

<-gel“ .

6705 R Avis’

7.13 Governing LawThis MSA shall be governed by and construed in accordance with the laws of India andthe courts of Tripura shall have jurisdiction over all matters arising out of or in relation to

this MSA.

8. Dispute Resolution

8.1 Dispute Resolution

H) Any dispute arising out of or in connection with this MSA shall in the first instancebe dealt with in accordance with the escalation procedure as set out in this MSA

b) Any dispute or difference whatsoever arising between the patties to this MSA out ofor relating to the construction, meaning, scope, operation or effect of this MSA or thevalidity of the breach thereof or otherwise, which can not be resolved through the

application of the provisions of the Governance section of this MSA, shall bereferred to a sole arbitrator, the Commissioner, Directorate of informationTechnology, GoT. _

-¢,'.._‘W-¢@,=,_. f c) The provisions of the Arbitration and Conciliation Act, 1996 will be applicable and

the award made there under shall be final and binding upon the parties hereto,r "ll ;"""r“le L:Ill Fm. fit?) ’\\

subject to legal remedies available under the law. Such differences shall be deemed -Sula’ 1 21. i {Ii

Bank €:.ee'- I 'Kati *5. to be a submission to arbitration under the Indian Arbitration and Conciliation Act,

1996, or of any modifications, Rules or re-enactments thereof. The Arbitrationproceedings will be held at Agartala, India

d) The arbitration shall be conducted in English and all written documents used duringthe arbitration shall be in English.

e) The parties agree that any decision or award of the arbitrator pursuant to this clauseshall be a domestic award and final, conclusive and binding upon the parties and anyperson affected by it. The parties also agree that any court of competent jurisdictionmay enforce any arbitration award rendered pursuant to this clause.

1) During any period of arbitration, there shall be no suspension of this MSA.

8.2 AmendmentThe Parties acknowledge and agree that amendment to this agreement shall be made inwriting in accordance with the procedure this MSA is executed and signed.

/F pg?‘-'q.° byP‘ 0Q \.\

fol.‘ \ qivab

Government of Tripura $56:on -“wk For Bhart‘ Cmfidwfi“!

N . .

@7098 tiny O:

h ve by duly authorized reprOF the Parties ace of:

IN WITNESS WHEREabove written in the presenand seal

For and on be

(Name and design

half of Gove

on the date first

mor of Tripura

ation)

beh o A

(

For and on be

For and on

<~a~ ¢¢“"'‘Z~Name and designa rt»)/r;..-P-<“.‘,,.,<\<>‘> P.

p‘-(Ytd \)\.*"‘\C 6>9Y“ Q0

s'~'**"°<<\°°‘$

half of SCA:

taiah

esentatives set their respective hands

Chief Operating O r

Board Resolution No.ignatory duly nominated pursuant to

lan authorized s

sortium, all members to sign[In case of Con

ii.‘ \'I" '.iP~“\ “rtWitnesses: j

5“ W56i- -so .

.. -, ' '\,\to<“‘”“:1f\°“"n. 51- Goat-°

s\9"‘ 05¢“ \efi1111 - 0°rt“ ..re“‘ii..-» "°“ at1 1“

K C rW‘01*“ 1“, M19‘\\Y \“A‘a‘\U

eel“

Q.Blliffl‘-yaGovernment of Tripura

tuddly Sé

III Floor,Surabni Arcade )Bflnfim

K 0, *4P » l 4.‘

an°°"®

dated

Confidential

mO__2_____OH"mag“_L2_0__<__"_____a_______"_________pQ3353Ea____v____2__m

6mWa_:Q$®_X __hgo_%fl__&Oa_2%M52=5wag“nw_ _"_Eww‘Ihg_§__m_Hg."mm;9%Hg__=___wE________‘Ola“Egg3_ gmpp>anEg@8538an

_J_)_

gamfia3Q°\>g__m_%_m°__Q_w~_____mZESQEE_6Bm___a___2_gfigwg

gm_~___§_n_____F_nhE0“Eaglammo"maQ9____ugpE__omEH8usanE2gmgo:fi_n§§___§

__

f_‘

_g_afig;“WmRHE0FE0m_€___N_&8:05§&___nR__§_EHEgg“_Egg_u_g0___U‘

N______§_______E_____Q8“

>Ownea:gagentm__°_§_%_fl:mm_§O$__gmQO<2__§g_M35”AggRgfiOH:5gigsweN8___m_E°__m_§_§_Omgagfi_£_m_2E03__§_w_"___H_______Eg_§_§_OH§__aimEN__§_____>go___§_m8Om_n__QO_§__ag_mafia“HQ2Fa“SQ35figfig

a__EO___m__Q:2g_m_Z0?“<g___"Mflgfln+2NanmmH__%_"__%5Q“Ea1‘

G0

5*usanR“‘HQ_ga___v___g_g_5“:28:8__m___Qwag‘E80as<___g__"_€__§“§WSOHO

WHQBoaE”:3aimOggmcnaE_8___52_O_ufiB:O__~_

s_;_______m°_;__°_§__

W>mm____"_£2E

__2_mm_E&m_mO__O§___

J“QmyanQ-32____m__8:_________

_.____B’

Qegfigagg°£ ‘___

____:%___’_____aswm_

:___s__m;__"f_I_______O°.__.=___°_ 38‘

NWOgwgmopg‘p

owa_§§___»a

Mws_§__h__8m_&

"_‘__‘_

___r\__

B1n__ WC:5m

IJ_

A_‘\

ng_“_______2___\=_§___=__Q___“£8056E408gBan8_N_8__g_§__§_OwHg8:02;“82*

NBO_5__95owEMSOO___@OO__&<OgagR__OwnUsgar5%Ea8€_%__g_mm50:?_0_ggmO:OmSm

xA _/_'__"__“_m“/_O_h__

g________O:“OE”Q“8:3?‘‘maGEEqgififia9__§O__gm8gQ68“?=0gm"$5Ngain““gm

_§O“=5SEU%_____“OHMzgfiZ03NBOE:Eaow5&88__mg_&<__"€O__E__WUsanus9?“gm‘EFa8€__§a<O__mmBoa_O_B§_§OmE

%

3&5mg82%Ha5:5Q=5Q___________wasnfiagn>2ragga"_=O___g_E“8ggmmg§_E__W£855“gm

£35g%g§_Umwag3_UEg_g_"__NmagMams"mm*_E_g___“§_NFO_u§&<flE=5O“Emg__&____“$___NB°a__NOminmO___g____G_E__§_§_gagagOmEmgagE@550____§_§_NOME”w°__&___o€o_____~_v___U‘

“Qms___4_

2=3m”__________‘_"___g3:23

7:

KW,_°_&_"“_

qg_~________§_Q_~mmh_______§_m_______~_

i

“=3n°___2__.__‘__..S

Schedule 2: Exit Management

1) SCA Assets

H)

b)

C)

<1)~ __\"-- ..%,‘,;\1udfl=‘1.- 5';

{WEEFr},

0

g)

X .

P’ For Bhartiya Slmr hi Finance LimitedGovernment ofW °°\°(\\‘ I

as -.13 to=t\*‘ _»- V |\';Off|cer

‘.9’-'1-"

e ~_ AI“ IIIFV1-0%

' ‘ SurahtuhzeadeBank Street *1

Kati it )'9 7*

)’0ERAel*°

‘\\‘

The SCA shall be entitled to use the Assets for the duration of the exit managementperiod, which shall be the four-month period from the date of expiry, or termination ofthe MSA.The SDA shall be entitled to serve notice in writing on the SCA at any time prior to thedate that is 30 days prior to the end of the exit management period requiring the SCA totransfer and hand over the GoT/SDA or its nominated agency at the appropriate time, inaccordance with the terms of the MSA any Asset or Deliverable, in which the GoT/SDAhas the right, title and interest and that is in the possession or control of the SCA.No compensation shall be paid to the SCA in event of the expiry of the MSA by efflux oftime or termination of the MSA due to the SCA being in breach of its obligations underthis MSAThe SDA shall be entitled to invoke the Performance Security in the event the MSA isterminated due to the SCA being in breach as stated above and the SDA shall return thePerfonnance Security if the MSA is terminated due to the GoT/SDA being in breach asstated above or due to a Force Majeure Event, or on normal expiry of this MSA.Upon service of a notice the following provisions shall apply:i. all risk in and title to the Assets, other than those that are to be transferred to the

GoT/SDA, shall remain with the SCA after the last day of the exit managementperiod.

ii. the GoT shall pay to the SCA on the last day of the exit management period theamounts due for remuneration for services already rendered as stated in the Terms ofPayment Section of this MSA

iii. The GoT/SDA shall withdraw all Government services and the SCA shall cease tohave any right whatsoever to render such services under or pursuant to the CSCScheme/this Agreement

The employees of the SCA/its sub-contractors and the VLEs shall continue to be theirrespective employees/counter parties and GoT/SDA shall have no obligation in respect ofsuch employees or the VLEsThe SCA shall ensure that the VLEs, sub-contractors, agents, representatives andrespective associated entities carry out their respective obligations during the ExitManagement Period

uipx

h) Save as otherwise expressly provided in this MSA, the SCA shall be entitled to retain allphysical infrastructure; hardware, software, technology, networks, connectivity,information related to provision Services/at the CSCs; all contracts with any non-

Government content and services providers

2) Transfer of Certain Agreementsa) During the exit management period the SCA shall hand over the GoT/SDA proprietary

materials, data and information to GoT/SDA or its nominated agency, includinginformation relating to the current Government services rendered and customersatisfaction surveys and performance data relating to the performance of sub contractorsin relation to the Government services; provide training to the employees of GoT/SDA inthe operation and management of the Scheme, as applicable; vacate the GoT/SDA sitesand locations; allow the GoT/SDA access to information reasonably required to definethe then current mode of operation associated with the provision of the Government

licenses and sub-licenses as the GoT/SDA may require in favor of the GoT/SDA, or itsZ-(K services; on request by the GoT/SDA, the SCA shall effect such assignments, transfers,4"“ <1/1,,

kl“;

nominated agencies or the replacement SCA in relation to any equipment lease,maintenance or service provision agreement between SCA and third party lessors,vendors, and which are related to the Government services and reasonably necessary forthe carrying out of replacement Government services by the GoT/SDA or its nominatedagencies or its replacement SCA.

3) Rights of Access to Premisesa) At any time during the Exit Management Period, where Assets are located at the SCA's

premises, the SCA will be obliged to give reasonable rights of access to (or, in the case ofAssets located on a third party's premises, procure reasonable rights of access to) theGoT/SDA, its nominated agencies and/or any Replacement SCA in order to make aninventory of the Assets

b) The SCA shall also give the GoT/SDA or its nominated agencies, or any ReplacementSCA right of reasonable access to the SCA's premises and shall procure the GoT/SDA orits nominated agencies and any Replacement SCA rights of access to relevant third partypremises during the exit management period and for such period of time followingtermination or expiry of the MSA as is reasonably necessary to migrate the Governmentservices to the GoT/SDA or its nominated agencies, or a Replacement SCA.

’<==s- tr’$ \)

Govemmen!0fTI’iPflra/ cl \o{\\»°‘} For ahaniya s'mr . lllfiflca

<»*“"°§:"°‘-$9 om.

.a¢~><~i’ ' Qbefittn Officer

»/ \

\i$Ft=:r-_s P5’ a)

yutldlti/~€‘i\ 7';,,"?> /PJfl

9*., t ill Floor.Surahhi Arcade

_ ‘isflk SM‘ Exit Management Plan\-h klflil i

1

The SCA and its sub-contractors, agents and representatives shall on the last date of theExit Management Period forthwith vacate, without any delay or demur, the GoT!SDAlocations, office equipment and support services, to which the SCA has been given accessby GoT/SDA pursuant to this MSA

4) General Obligations of the SCA

119°

The SCA shall provide all such information as may reasonably be necessary to effect asseamless a handover of the Government services as practicable in the circumstances tothe GoT/SDA or its nominated agencies or its Replacement SCA and which the SCA hasin its possession or control at any time during the Exit Management PeriodFor the purposes of this Schedule, anything in the possession or control of any SCA,associated entity, VLEs, or sub contractor is deemed to be in the possession or control ofthe SCA. 'The SCA shall commit adequate resources to comply with its obligations under this ExitManagement Schedule

The SCA shall provide the GoT/SDA with a recommended Exit Management Plan ("ExitManagement Plan") that shall deal with all the activities to be undertaken in the ExitManagement Period, in relation to this MSAThe SCA shall re-draft the Exit Management Plan annually thereafter to ensure that it iskept relevant and up to datePayments during the Exit Management period shall be made in accordance with theTerms of Payment section of this MSAThis Exit Management Plan shall be furnished in writing by the SCA to the GoT/SDA orits nominated agencies within 90 days from the Effective Date of this MSA

‘$5

For Bhartiya Samrud ' Finance LlmllfldGoverrmtertto T ' um rdemiai"P

0"

@

Schedule 3: Model Service Level Agreement

THIS AGREEMENT is made this 1*‘ day of March 2010

BY AND AMONGThe Governor of the State of Tripura in his executive capacity for the Government of the State ofTripura, acting through the Commissioner, Directorate of Information Technology, Tripura,hereinafter referred to as "GoT" (which term or expression, unless excluded by or repugnant to

the subject or context, shall mean and include its successors-in office and assigns) of the FirstPart

ANDThe Tripura State Computerisation Agency (TSCA), GoT under the Societies Registration Act,1860, having its registered office at First Floor, Directorate of Information Technology, ADNagar, Agartala-799006, which has been appointed as the nodal agency for implementing the

/ “U ’ K/¢°,A~RScheme by the GoT, hereinafter referred to as "State Designated Agency or the SDA" (which termr" \ . . .151$.’ E, Q“ expression, unless excluded by or repugnant to the SlJb]€Cl or context, shall mean and include

f successors and assigns) of the Second Part'\Um

ERAQEM/s Bharti a Samt-uddhiFi L‘ ‘ted (BSFL ' <1 d h cy nance tml ),acompany regrstere un ert e ompaniesAct 1956, having its Head office at Third Floor, Surabhi Arcade, Bank Street, Koti, Hyderabad-500001 and place of business at 32, Lower Lachaumiere, Shillong-793001, Meghalaya.hereinafter referred to as "Service Centre Agency or the SCA” (which term or expression, unlessexcluded by or repugnant to the subject or context, shall mean and include its successors andpermitted assigns) of the Third Part

Each individually a “Party” hereto and collectively the “Parties”WHEREAS:

A. The GoT, SDA and M/s Bhartiya Samruddhi Finance Limited (BSFL), the SCA have

entered into a Master Service Agreement dated 15' March, 2010 (hereinafter referred to asthe "MSA").

B. The SCA, vide the above MSA is entitled to offer Government Services through the

CSCs. Each service has defined service levels that, if appropriately delivered, as per thisagreement, can allow the SCA to collect the requisite transaction share as well as therevenue support from the GoT against the delivery of Government Services

C. In accordance with the provisions of the MSA, the GoT, SDA and SCA wish to enter intothis Service-Level Agreement on the following terms:

Government of Tripur A For Bhaniya S. r ‘figdkf f

\

'tOl l.lII1ilr-"er-$ W‘< ,¢= _ -

s\“'

Article I: Definitions and General Purpose

1. Definitions: In this Agreement unless the context requires otherwise:

a) “Agreementl Service Level Agreement” means this Agreement, together with itsAppendices;

b) “Parties” means GoT, the SDA and SCA for the purposes of this Agreement and “Party”shall be interpreted accordingly;

c) "Service Level" means the level of service and other performance criteria(s), which willapply to the Services as, set out in the Agreement and effective during the Term of thisAgreement

d) "Term" means the duration of this Agreement, which expires with the expiry of the MSATerm

2. All Appendices and other attachments to this Agreement are hereby incorporated as a part of

. ._ this Agreement by this reference.References to any statute or statutory provision include a reference to that statute or statutory5-. i r cor. 1,; ~-

1.-iflr__ - 1' -' Pie x '; pl"0VlS10I‘l as from time to time amended, extended, re-enacted or consohdated and to all._. Eeiizk ‘Bree! ""Q statutory instruments made pursuant to itat 1: ' ' .

Words denoting the singular shall include the plural and vice versa and words denoting

persons shall include firms and corporations and vice versa.5. Unless otherwise expressly stated, the words "herein", "hereof", "hereunder" and similar

words refer to this Agreement as a whole and not to any particular Article, Appendix or othersubdivision. The terms Article and Appendix refer to Articles and Appendices of thisAgreement. The words "include" and "including" shall not be constnied as terms oflimitation. The words "day" and "month" mean "calendar day" and "calendar month" unlessotherwise stated. Where, because of a difference in time zone, the calendar day or calendarmonth in one Country differs from another Country, then the calendar day or calendar monthshall be deemed to be the calendar day or calendar month applicable to India. The words"writing" and "written" mean "in documented form", whether electronic or hard copy, unlessotherwise stated.

6. The headings and use of bold type in this Agreement are for convenience only and shall notaffect the interpretation of any provision of this Agreement

7. The definitions/terms used in this Agreement (including the recitals above and the Annexureshereto) but not defined herein shall, unless the context otherwise requires, have the meaningassigned to them respectively in the Master Service Agreement.

~ Q,,,<1\;° FM For Bhartiya Samrudd nance LimitedGovernment of Tripura $56 '\\°\ '< 0‘ 38 .

e°°“¢i=‘°°°\ (Ea Y’5.,e~"' Ch‘ ' ratliififlfhoor‘D

<¢°°

Article 2: Objectives and Scope of Contract

1. The SCA is to perform Service Levels, which will ensure:i. provision of speedy and efficient services in conformity with the Service

Level to the users without any discrimination on grounds of religion, race,

caste or sex;ii. making it convenient for citizens and other stakeholders to interact with

the Govemment;

iii. educating the users about the relevant procedures;2. To meet the aforesaid objectives the SCA shall provide the Service Levels in accordance with

the performance metrics as more particularly described in Appendix C of this Agreement.Further this Agreement shall govern the provision of the contracted professional services toGoT, SDA or nominated agencies after the Effective Date.

Article 3: Commencement and Duration of this Agreement

\}-

%"“%k. The Agreement shall be executed along with the MSA and commence from the Effectivet <9

fl ~Ill FIOOF,

f-.3lJ.'{fi§i'v; A::,3dE

..;:t amt; Street .” agreed by the Parties, expire on the date on which the MSA expires, which shall be four yearsDate and shall, unless terminated earlier in accordance with its terms or unless otherwise

ma“mu‘ *

:91, \t from the Effective Date.2. Terms of Payment & Liquidated Damages

In consideration of the Services and subject to the provisions of the MSA and thisAgreement, the GoT shall pay the revenue support to the SCA in accordance with theprovisions of the MSA, including the Terms of Payment section of the MSA.

3. It is clarified here that the GoT can also calculate a financial sum for the liquidated damagesand debit the same against the terms of payment as defined in the Terms of Payment sectionof the MSA as a result of the failure of the SCA to meet the Service Levels as outlined inAnnexure D to this Agreement, such sum being determined in accordance with the terms ofthe Agreement

Article 4: Applicability of the MSA1. Apart from the provisions as set out hereinabove, the terms and conditions stated in the MSA

shall apply mutatis mutandis to this Agreement. In the event of a conflict in interpretation ofany Article in the MSA and the Agreement, the provisions of the MSA shall prevail.

ours‘? 2-"99’ .ya _\w\-\o° For Bhartuya Samru i Finance LimitedGovernment ofTripura 6@*‘g"'_°¢\>""‘ 39 .

.o°”8*"

“Wei”5‘ dfatirtg fficar

IN WITNESS WHEREOF the Parties have by duly authorized representatives set the1rrespective hands and seal on the date first above written 111 the presence of

For and on behalf of

Governor of Tripura(Name and designation)

For and on behalf of TSCA

(Namean

For and on behalf of SCA

D SattaiahChief Operating Officer

an authorized signatory duly nominatedpursuant to Board Resolution No dated[In case of Consortium, all members to sign]

Witnesses: pxaw

(ii

11» t

$3“-\('Q“\

e . \)€°‘6‘9i':;':‘-\p0i‘B.

I\ $-) 5“ 0

( . ‘r \t\i0\‘“l'““cS »'6l'\9°\°dm0 in‘Q Oi lfliotmm vr‘ ' G wi. aw - .- "oneew‘ Q, 'n=*'“""

\n6"”“

\.

\\‘3-//Jc Sureht: A.-c,3;,u

4”‘ L 45°“ )019°99¢? =3’ mt Sm

Government of Tripura Confidential’at‘ii’9,. \,,W.

iaoggg B ‘$410 >1 090‘?1. =;.- t 00¢‘;

.\ <9pm _ ll? ¢\$°\°°. n.md_u_[ [0 Jll2lllllJ3ADf)

F"'"“'" °°"="!=t W vs eflmeua 10;! \¢W\4" ./

'|7'S ()'S 17'S ()'S IIOllO9[[0Q Kllfll

()'s 0 '9 L's 1_'s 1iI9I.IIIl.i9A0[)-

g xipuaddv

‘II!!! °"°'ld°l9.L/51!l!1[l '01aaueaapfi agqnd '6

1J0dSllBJ) pang '3saulaqos uogsuad 'L

saayuas |e.to1:>a|§[ '9afiueqoxa ;ua|.u.(o|dtuf§[ '5

saulaqos iuaunuaaog) /samogguaa J0 anss] 1;

Eanuaaag pueq J0 Il0!1|33[|0:) "Z

I

uogansgfiag -

sp.rooa.1 pllB'] 'saoguag JIIQIIIIIJQAOQ J0 1S!']

V xrpuaddv

0'9?Il S ['5 OI '9 9Z'5 P1099}! P

‘(ed 01 amqs amqs (Jgw) uopoestmn1°P!A°1d /iumn was/8.109 s.a'1/t /vos t1=1!1t=> 01 afiwqo J0 =dK.L

amqg anuaaag pun sang aoguas .-F

t~,<~‘"‘°LdJ’ want“

O‘&Q‘da3O'{,.§,.\

am *- 138115 “E3

'“ apealvt‘-1-3“‘“"9 I

, <5‘-7 I, 05”

h8_ ‘g______:__§_a____82:”58:_I _‘u_____£__O__b_I_b__D__m:£Efl__z

*‘ _s&=QUIIinkhe_____u_____EM____G

8__g___=:__

8:___._aat

535_fiE§___wiawgaU_____§_8

H8UOMHOQ_§_"___&i§O__O__2:Ba8£3;

lV7 ‘lll ll1Vl”'l

Il_|""lill!v_|||‘llklllilI‘V

bag

“O5__N__o_%_§E__§€_%82mgE:

U82SHdzMo_$_g_o_____wumu>58%_§__a_€_%05“i=6_§__~&B9‘“H‘‘

m_95_8_>__g“O___2__g~__g______he__3u______5_§__E____:

U~_=v__o&<

w2U__%_~_5§_EO____/_O__m§_m_Q®

_i

mg5FOOEEggw__E1H_fi_3M

U%q_cnE=wW

U5“Dadfig_g°%__&O_PMEEem

Q

B9_§__3_U3asU8<®___§_:_e&_&

Bug“

__°___o__=_°____m2__2_umIll!ill-|\'|||_y""‘‘

_8E_______E___“__m_________w_____k_°___:____6u____mHag

y)é£5;_

‘fl

_§________coring______8_é____w_§fi_°W_Q2%“_____§___§_6

~33wE3O__Ofl

685UsHO“$8255§_w__

mmHo>u__§__3J333DEEB92,2m=_o§§__haOwohaSn;O___8=____fl

fig;N60%HGDOEG:J_=_E___:_2_\___§______g__U_

gOz_UGO;u>u__8mH_8MH8fiflogE905“O$2saw8_E_____?A_g=_____*g__Q

5%HaggcomfigE

hemgmzum___oEEo>OoHfic

EOEmm_6>o___UE>P2m__3__Omu<_5___OEN5J8?amUmuPE“Q2*0‘Diono>:_N___E=_6_

an063%__OEggN35EOE__O_m~§u__

‘‘_____“7‘,‘‘lll"l‘lHl“‘

X bgflmmEmfi

H__O&__w2___g2_EgmHO“Quaw__ODE=_OQg/hf3*

____E

w20=Uw_W_3_£_8EHO333NH8mUUm>bw_5E_E>Oo_mWm§_P_w%_mW

Bzawmgmg8<umPHgU8Sm$2w____£°_O__mmHmum“___fi_s&O____MWgsca06 _

Qé

E__ag_w§_oBagsEamg“omcg“EOE_T880%BE3Owu<_\____gae

3°50LU3“ §_!°u

‘/,_

OUCN=_‘‘ “Elmwazhflgm‘Om

“Kg283:£e_m__wgw

atHON3g_0_m_fi§$M__EH_3EEUQHBEwgggamg9mgaflzpa3_;_v_§_himflwfiag__2_§__E___§_=Qggtflm

gU5tflfiO>$fi__Q&Ofl@_QQEEOUO5632_§6___=__@<”_w

'_Q

mg“ON33682:8mgHONaa_02"2:5mg“ONgfiomfiOsmwfi850%BE33ha__E_9_82::=82WMé

_o__OE_ma‘m_§_O_$N55BE8d_

HaUwuan80$”:m__g_zE_

gutmOg__O3Mo0%ESOEQEa:5;__§3__8_‘‘‘_llVl|ll‘|‘Il}?llll'Y‘|‘

M,gflu

EB>2__UE3£%_ufiflmmafluB8mg__Ou8__oU__§Eflue _

9

‘_G‘=3W(£25E