icsi hq: icsi house, 22, institutional area, lodi road ... · icsi noida office: icsi house, c-36,...

of 50

ICSI HQ: ICSI HOUSE, 22, INSTITUTIONAL AREA, LODI ROAD, NEW DELHI-110003 ICSI NOIDA OFFICE: ICSI House, C-36, SECTOR-62, NOIDA-201309 (UP)

NOTICE INVITING TENDER (NIT)

Tender No. ICSI/E-Book/2020/11 August 19, 2020

Sub: Tender for Selection of vendor for Creation, Updation and Maintenance of E-Books and mobile app. Disclaimer: In view of emergent situation which has arisen due to pandemic of Coronavirus (COVID-19) in India, last date for submission of bid and date for opening of bids may be changed. Such changes, if any, shall be notified on ICSI’s website (www.icsi.edu) and/or Central Public Procurement Portal (CPPP) (https://eprocure.gov.in/epublish/app). The notice of such changes will be binding on all the Bidders.

Important Date & Information

S. No.

Tender Publish Date August 19, 2020

1. Tender Fee Rs.1,180/- [Rs.1,000/- + Rs.180/- (18% GST)] (Rupees one thousand one hundred eighty only)

2. Earnest Money Deposit (EMD) Rs.1,45,000/- (Rupees One Lakh Forty Five Thousand only)

3. Last date and time for sending Pre-Bid Queries through email (*)

All queries has to be sent at Email Id: [email protected] latest by 2:00 PM on August 27, 2020

4. Pre-bid meeting date, time & venue (if requested by prospective bidders through e-mail)

August 28, 2020 at 11:00 AM (Through e-mode)

5. Replies of Pre Bid queries If any, will be uploaded on the ICSI website/portal on or after August 29, 2020 by 1:00 PM at website of the Institute (www.icsi.edu) and/or Central Public Procurement Portal (CPPP) (https://eprocure.gov.in/epublish/app)

6. Last Date and Time for Submission of Bids

on or before September 08, 2020 by 2:00 PM

7. Address for submission of Bids The Institute of Company Secretaries of India ICSI House, 22, (Ground Floor: Tender Box), Institutional Area, Lodi Road, NewDelhi-110003. Note: The technical bid soft copy (complete in all respect) is also to be submitted by the bidders through downloadable link and such download link is to be shared on the following email ids: [email protected]. Financial bid (soft copy) is not to be submitted by email till

http://www.icsi.edu/

https://eprocure.gov.in/epublish/app

of 50

further notification.

8. Bid Validity 180 days from the date of opening of Technical bids.

9. Date, time & venue of opening of Technical Bids.

September 08, 2020 at 3:00 PM The Institute of Company Secretaries of India, ICSI House, (Ground Floor: Tender Box), 22, Institutional Area, Lodi Road, New Delhi-110003

10. Date and time of opening of commercial bids.

To be intimated at later stage, only to technically qualified bidders.

11. Contact details CS Samir Raheja, Director, ICSI,

011-45341021, Email Id:[email protected]

12. Institute Website www.icsi.edu

(*) In view of emergent situation which has arisen due to pandemic of Coronavirus (COVID-19) in India, physical meeting may not be held. In case prospective bidders wish to have pre-bid meeting, it can be arranged through electronic mode (if requested by prospective bidders through e-mail). Date, time and mode of Pre Bid meeting (through electronic mode) will be informed through the e-mail ids those who request for the same and also be notified on the ICSI’s website (www.icsi.edu) and/or Central Public Procurement Portal (CPPP) (https://eprocure.gov.in/epublish/app). Statement of Confidentiality

The information contained in this Tender Document or subsequently provided to Bidder(s)

whether verbally or in documentary form by or on behalf of Institute of Company Secretaries of

India (hereinafter “ICSI”) or by any of their employees or advisors, shall be subject to the terms

and conditions set out in this Tender Document and all other terms and conditions subject to

which such information is provided. The purpose of this Tender document is to provide the

Bidder(s) with information to assist the formulation of their proposals. This Tender Document

does not purport to contain all the information each Bidder/Applicant may require. This Tender

document may not be appropriate for all persons, and it is not possible for the ICSI, their

employees or advisors to consider the investment objectives, financial situation and particular

needs of each Bidder/Applicant who reads or uses this Tender document. Each

Bidder/Applicant should conduct its own investigations and analysis and should check the

accuracy, reliability and completeness of the information in this Tender document and where

necessary obtain independent advice from appropriate sources. ICSI, its employees and

advisors make no representation or warranty and shall incur no liability under any law, statue,

rules or regulations as to the accuracy, reliability or completeness of the Tender document.

ICSI may in their absolute discretion, but without being under any obligation to do so, update,

amend or supplement the information in this Tender Document.



of 50



Sub: Tender for Selection of vendor for Creation, Updation and Maintenance of E-Books and mobile app.

A: About ICSI:

The Institute of Company Secretaries of India (ICSI) is a statutory body setup under the Company Secretaries Act, 1980. It is functioning under the overall administrative jurisdiction of Ministry of Corporate Affairs, Government of India, and its Headquarters is located at “ICSI House”, 22 Institutional Area, Lodi Road, New Delhi-110 003. The Institute has another office at C-36, Sector – 62, Noida. ICSI is the only recognized professional body in India to regulate and develop the profession of Company Secretaries in India.

B: DEFINITIONS

i) The “ICSI” / “Institute” means THE INSTITUTE OF COMPANY SECRETARIES OF INDIA, New Delhi.

ii) The “Contract” means Agreement for Creation, Updation and Maintenance of E-Books and mobile app, executed between the ICSI and the Vendor.

iii) The words “Bid”, “RFP”, “Quotation”, “Notice Inviting Tender” to be read intra alia and the words have been used inter-changeably. Therefore the words may be understood and interpreted correctly as may be best applicable.

iv) The words “Contract”, “Agreement”, “Order” to be read intra alia and the words have been used inter-changeably. Therefore the words may be understood and interpreted correctly as may be best applicable.

v) “Bidder” or “Tenderer” means the agency/firm that is engaged in the business of Creation, Updation and Maintenance of E-Books and mobile app and applies in response to this notice inviting tender/bid.

vi) “Vendor”/ Service Provider mean the successful bidder(s) who is/are engaged by ICSI for Creation, Updation and Maintenance of E-Books and mobile app through this Tender process by entering into the contract with the ICSI.

vii) “Party” means ICSI or Vendor individually and “Parties” shall mean ICSI and Vendor collectively.

viii) “Letter of Intent” means the communication of the intention of the ICSI to the vendor for the award of work read with Notice Inviting Tender documents.

ix) “Work Order” means the order placed by the ICSI to the vendor signed by the authorized officer of ICSI including all attachments and appendices thereto and all documents incorporated by reference therein. Work Order along with the Letter of Intent if any and tender documents and the agreement constitutes the contract.

of 50

PART ‘A’ I. Instruction to Bidders

Sealed tenders are invited by the Institute of Company Secretaries of India (Institute) from the reputed & experienced bidders for Creation, Updation and Maintenance of E-Books and mobile app as per the details given in the Part ‘A’, ‘B’& ‘C’ of the Tender Document. The terms and conditions governing the instant Tender are as under:

The terms and conditions governing the tender are as under:

1. Notice Inviting Tender document and Cost

The tender document can be downloaded from August 19, 2020 to September 08, 2020 (till 01:00 PM) from the tender page of the Institute’s website (www.icsi.edu/tender) or Central Public Procurement Portal (CPPP) (https://eprocure.gov.in/epublish/app) for which bidder would be required to enclose a demand draft of Rs.1,180/- [Rs.1,000/- + Rs.180/- (18% GST)] (Rupees one thousand one hundred eighty only) (non-refundable) from any of the scheduled bank drawn in favour of “THE INSTITUTE OF COMPANY SECRETARIES OF INDIA” payable at New Delhi. The bidder can also make online payment of Rs.1,180/- (Rs.1000/- + 18% GST) by using following online link : “https://apps.icsi.edu/TenderApp/” and enclose the receipt of online payment generated by the system towards the cost of the tender document along with their bid. The bidders who fail to submit the cost of the tender document along with their bid, the bid shall not be considered for evaluation and no further communication shall be entertained in this regard. If any discrepancies found in the downloaded version of the tender, the latest version of the tender document published by the ICSI through website notification [Institute’s website: www.icsi.edu/tender or Central Public Procurement Portal (CPPP):https://eprocure.gov.in/epublish/app] will be treated as authentic and correct.

2. Earnest Money Deposit (EMD)

i. The Earnest Money Deposit (EMD) of Rs.1,45,000/- (Rupees One Lakh Forty Five Thousand only) in the form of Demand Draft from any of the scheduled bank drawn in favour of “THE INSTITUTE OF COMPANY SECRETARIES OF INDIA” payable at New Delhi. The bidder can also make online payment using following online link: “https://apps.icsi.edu/TenderApp/” and enclose the receipt of online payment generated by the system with the bid.

ii. Tenders received without the prescribed Earnest Money Deposit (EMD) shall not be

entertained and shall be rejected summarily.

iii. The EMD of the successful bidder can either be converted as part of the

performance security on request of the bidder or will be refunded after receipt of

Performance Guarantee/Security. In case the selected bidder/vendor opts to

convert the EMD to be part of the performance security, balance amount towards the

performance security is to be submitted by the selected bidder / vendor with the ICSI

in the form of bank guarantee from scheduled bank immediately within seven (07)

days of issue of work order but before execution of the agreement. The EMD of the

unsuccessful bidders will be refunded without any interest/Bank

commission/collection charges within 30 days after award of the contract / work

order to the successful bidder.

(Note: The bidders having valid registration with NSIC/MSME may avail exemption from submission of EMD but must enclose valid NSIC / MSME

http://www.icsi.edu/tender


https://apps.icsi.edu/TenderApp/

http://www.icsi.edu/tender

https://eprocure.gov.in/epublish/app)

https://apps.icsi.edu/TenderApp/

of 50

certificate/document in envelope No. 1 instead of EMD demand draft. However, all bidders irrespective of their registration with NSIC/MSME have to submit the requisite fee towards the cost of Tender).

iv. Forfeiture Of EMD:

The EMD of the bidders shall be forfeited in the following circumstances:- a) the bidder withdraws its bid; b) the vendor does not accept the Purchase / Work Order; c) the vendor fails to supply goods / services as per the terms of the Tender

and Purchase / Work Order. d) any other justified reasons e.g. misleading or wrong information in the Bid,

violation of the terms and conditions of the Tender, involvement in forming ring/cartel, submission of multiple bids in different names etc.

3. Bid Submission: Each bidder shall submit the tender in three separate sealed envelopes,

(i) EMD & Tender Fee is to be put in envelope No. 1 (please mark the envelope as “No.1 – EMD & Tender Fee), (ii) Part ‘A’ & ‘B’ including Form I(Annexure A), Form II(a) & II(b) (Annexure B1 & B2), and Form III (Annexure C), along with all requisite documents, technical details as per the requirements in this tender along with literature, pamphlets or any other relevant documents etc. are be put in envelope No. 2 (please mark the envelope as “No. 2 – Technical Bid”, (iii) Part ‘C’ only is to be put in Envelope No. 3 (Please mark the Envelope as “No.3 – Financial Bid”). All the sealed envelopes bearing No. 1, 2 and 3 are to be put in main envelop i.e. Envelope No. 4. (Note: The bidders having valid registration with NSIC/MSME may avail exemption

from submission of EMD but must enclose valid NSIC / MSME certificate/document in

envelope No. 1 instead of EMD demand draft. However, all bidders irrespective of

their registration with NSIC/MSME have to submit the requisite Tender Fee).

4. The sealed tender is to be submitted in prescribed format on bidder’s business letter head

duly stamped, dated and signed on each page of the tender as unconditional acceptance to the terms prescribed by the ICSI herein. Details/supporting documents wherever applicable, if attached with the bid should be fully authenticated by the Bidder/s. No over-writings shall be accepted unless authenticated with full signature of the bidder.

5. The sealed tender envelope duly super scribed, “Tender for Creation, Updation and Maintenance of E-Books and mobile app” due on September ____, 2020” should be addressed to Secretary, The ICSI and be sent at the Institute’s address given below either by registered post/speed post/courier or by dropping in the tender box placed at Ground floor of Institute’s office address as mentioned below & should reach on or before 2.00 PM on September 08, 2020.

Address:

Secretary The Institute of Company Secretaries of India ICSI House, 22, (Ground Floor: Tender Box), Institutional Area, Lodi Road, NewDelhi-110003

The Institute shall not be liable for any transit delays whatsoever and tenders received after the stipulated time/date shall not be entertained and shall be rejected summarily.

http://dict.hinkhoj.com/words/meaning-of-IMPOUND-in-hindi.html

of 50

Note: The technical bid soft copy (complete in all respect) is also to be submitted by the bidders through downloadable link and such download link is to be shared on the following email ids: [email protected]. Financial bid (soft copy) is not to be submitted by email till further notification.

6. The Technical Bid shall be opened on September 08, 2020 at 3:00 PM in the Institute of

Company Secretaries of India at ICSI House, 22, Institutional Area, Lodi Road, New Delhi-110003 in the presence of those bidder(s), who wish to be present. In view of emergent situation which has arisen due to pandemic of Coronavirus (COVID-19) in India, ICSI may decide to open the bids on electronic mode. Date & time will be informed through the e-mail id those who requests for the same and also be notified on the on ICSI’s website (www.icsi.edu) and/or Central Public Procurement Portal (CPPP) (https://eprocure.gov.in/epublish/app). No separate communication will be sent in this regard. In the event of due date being a closed holiday or declared Holiday for ICSI-HQ / Central Government offices, the due date for opening of the bids will be the following working day at the appointed time and venue.

7. The GST has rolled out with effect from 01.07.2017. For implementation of GST in ICSI, bidders who have not migrated to or registered with GST regime will not be eligible to participate in any tender of the Institute. Any offer received from the bidder without GST registration details shall not be entertained and shall be summarily rejected.

8. ELIGIBILITY CRITERIA

i. The Bidder shall be a company incorporated, registered under the Companies Act, 2013 or any previous company Act, or Limited Liability Partnership registered under the LLP Act.

ii. The Bidder must not have been declared bankrupt/insolvent or should not have filed for bankruptcy/insolvency in the past five years or in the process of being declared bankrupt / insolvent before any designated authority in any country.

iii. Average of the annual turnover of the bidder for the last 3 years (FY 2018-19,

2017-18, 2016-17) should be more than Rs.2.5 crores (copy of audited annual accounts has to be submitted by the bidders with the technical bid).

iv. Bidder shall have executed similar projects in a reputed Institute/organization with at least three implementations in last three years (i.e. Year 2019-20, 2018-19 and 2017-18) in India (copy of relevant documents in support of the claim of the bidder has to be submitted with the technical bid).

v. Bidder should not have been blacklisted by any Firm/Organization/School/ Board/University/ Institution or any Government organization and no litigation is pending in the court of law against the bidder (Declaration from Authorized Signatory on the Bidder’s Business Letter Head has to be submitted with the technical bid).

vi. Experience & turnover of 100% owned subsidiaries can be considered for the

purpose of eligibility conditions. However, subsidiary is not allowed to claim experience & turnover of its holding/parent company.

mailto:[email protected]



of 50

vii. Submission of requisite fee for the cost of the Tender.

viii. Submission of EMD or valid NSIC / MSME certificate/document.

ix. PAN (Self-attested photocopy of the PAN of the bidder has to be submitted with the technical bid).

x. GSTIN Code (Self-attested photocopy of the GST certificate of the bidder has to be submitted with the technical bid).

9. DOCUMENTS ESTABLISHING BIDDER’s ELIGIBILITY:

The following documents are required to be submitted along with the technical bid. Non-

submission of any documents or submission of incomplete, misleading or false information

may render the bidder liable for summary rejection or cancellation of its tender.

i. A copy of Certificate of Incorporation from Registrar of Companies or constitution

document from competent authority in case of foreign companies signed by the

Company Secretary /authorized signatory of the Bidder/Applicant Company.

ii. Copy of Articles of Association and Memorandum of Association/ LLP Agreement/

Bye Laws & Rules.

iii. Audited financial P&L statements and Balance Sheet to be enclosed for the last 3

years (FY 2018-19, 2017-18, 2016-17).

iv. Details of Authorized Signatory including attestation of the signatures of the

Authorized Signatory by the bidder’s bankers.

v. Certificate regarding Bidder not being bankrupt/insolvent from statutory Chartered

Accountant/Company Secretary of Bidder Company/organisation.

vi. Work order/agreement copy, Experience/Implementation Certificate from at least

three separate organizations wherein the bidder has provided services of similar

nature.

vii. List of Directors/managing Partners with their address(es), contact telephone

numbers, email id, DIN, DIPN etc.

viii. Declaration from Authorized Signatory on the Bidder’s Business Letter Head

that they have not been blacklisted by any Firm/Organization/School/

Board/University/Institution or any Government organization and no litigation is

pending in the court of law against the bidder.

ix. Submission of Tender Fee, EMD or valid NSIC / MSME certificate/document.

x. PAN and GSTIN Code (Self-attested photocopy of the documentary proof to be

submitted).

of 50

10. Evaluation of Technical Bids

a. Bids which are not supported by adequate proof/Supplementary documents will not

be evaluated.

b. The Evaluation Committee shall evaluate the Technical bids only for those bidders

who satisfy the eligibility criteria. The Technical proposals which are unsigned and

incomplete shall not be evaluated. The technical proposals will be evaluated on the

basis of the responses; evaluations will be based on documentary evidence

submitted by the bidder with respect to selection criteria. The bid can be rejected at

this stage if it does not respond to important aspects of the tender.

c. During the process of evaluation of the technical bid, the bidder might be required

to make presentation on its submission covering Experience/Technical Proposal

including Understanding about the project, Implementation Methodology, Team

Composition, Work Schedule, and Activity Schedule, arrange client

interactions/visits. Incase presentation is required, the date and time of the

presentation/ interactions will be intimated individually. The presentation is also

part of technical evaluation.

11. Public Opening and Evaluation of Financial Proposals

i. ICSI shall have the right to assess the competencies and capabilities of the bidder

by going through the credentials given in the Technical Bid and on the basis of such credentials, ICSI may reject the candidature of the bidder without assigning any reason. In such case(s) the Financial Bid shall not be opened for that particular bidder. The Financial Bid of only those bidders shall be opened those who qualify in the technical scrutiny. The Financial Bid of only those bidders shall be opened only those who qualify in the technical scrutiny and time and date for opening the Financial Bid shall be communicated separately.

ii. Prices shall be written in both words and figures. In the event of difference, the price in words shall be valid and binding.

iii. Any discrepancy relating to prices quoted in the offer across different sections of

the bid, only prices given in the prescribed format given in this tender price bid shall prevail. Mentioning price anywhere in the bid other than the prescribed price bid format will liable the bid being considered defective and rejected without any further notice to the bidder.

12. As per policy of ICSI, in absence of insufficient nos. of valid bids, ICSI may, at its discretion

continue to award the contract for the item being proposed to be procured through this tender by any other mode/negotiation/invitation as the case may be and action taken thereof may not be construed as violation of the Notice Inviting Tender terms on part of ICSI and thereby not incurring any liability to the affected Bidders or any obligation to inform the affected Bidders of the grounds for the ICSI’s action. Neither the above action shall make the ICSI liable for compensation or damages of any kind to any bidder. Such decisions by ICSI shall be final and bear no liability whatsoever consequent upon such decisions.

of 50

13. Amendment of Tender documents

a) At any time, prior to the date of submission of bids, Institute may, for any reason, at

its own initiative modify tender document by amendments.

b) The amendments shall be notified on Institute’s website, i.e., at

https://www.icsi.edu/tender and/or Central Public Procurement Portal (CPPP)

(https://eprocure.gov.in/epublish/app) and these amendments will be binding on all

the Bidders.

c) In order to afford prospective bidders a reasonable time to take the amendment into

account in preparing their bids, Institute, at its discretion, may extend the deadline

for the submission of bids suitably.

14. The Bid shall be valid for at least 180 days from the date of opening of Bids. A bid

valid for a shorter period shall be rejected. Validity of Bid may be extended by ICSI

with consent of the concerned bidder.

15. The Bidders are advised to study the requirements of the Institute in detail before

submitting their bid and the presentation.

16. The Bidders may submit their financial bid for one book or more than one book as

per bidder’s expertise. However if the bidder submits financial bid individually for

more than one e-book, they also have to quote the consolidated amount for all e-

books taken together in the given format.

17. The Institute reserves the right to award the contract of all e-books to a single

vendor or to different e-books to different vendors.

18. The rates quoted for the e-book shall be inclusive of the warranty/annual maintenance for a

period of five years.

The BOQ (Bill of Quantities) Activities related to cloud and mobile apps shall be as per below details:

S No Activity

1. Annual Maintenance Cost after implementation and warranty period.

2. *Manpower per day cost to cater any additional requirements beyond the scope of Work within Warranty / AMC period.

3. Annual Cloud hosting charges (one time &every year), if required.

4. Development of Mobile apps both Android and ios platforms

*For the purpose of Commercial Comparison the cost quoted under this head would be considered on monthly basis (i.e. 30 days).



of 50

19. The services indicated in Part “C” (Financial Bid) are tentative and may be increased / decreased at the sole discretion of the Institute and the vendor shall have no right to claim any minimum/definite/guaranteed volume of business.

20. The bidder must be a reputed service provider. The Bidder is expected to examine all

instructions, forms, terms and specifications in this tender document. Failure to furnish all information required mentioned herein may result in the rejection of bid and will be at the bidder's own risk.

21. The bid prepared by the bidder, as well as all correspondence and documents relating to the bid, exchanged between the bidder and the ICSI shall be in English.

22. ICSI reserves the right of accepting the bid in whole or in part without assigning any reason

and such decision shall be final. The part acceptance of the bid shall not violate the terms and conditions of the tender documents and the bidder shall execute the work at the specified rates without any extra charges or compensation within the stipulated period.

23. The Institute reserves the right to accept or reject any or all the tenders including the lowest tender(s) without assigning any reason or to cancel the whole tender process at any stage without assigning any reason whatsoever at its sole discretion prior to award of Contract, without thereby incurring any liability to the affected bidders or any obligation to inform the affected bidders of the grounds for the ICSI’s action. Non acceptance of any bids hall not makes the ICSI liable for compensation or damages of any kind. Institute further reserves the right to accept a bid other than the lowest or to annul the entire bidding process with or without notice or reasons. Such decisions by ICSI shall be final and bear no liability whatsoever consequent upon such decisions.

Incomplete bids shall be rejected out rightly. No alterations, amendments or modifications shall be made by the bidder in the Tender documents and if any such alterations are made or any special conditions attached, the bid shall be liable to be rejected at the discretion of the ICSI without reference to the bidder. Tempering with any format given may be liable for rejection / disqualification of the bids. Correction and overwriting anywhere in the tender document should be avoided. Every correction and overwriting must be authenticated with full signature of the bidder, otherwise the bid shall be liable to be rejected. Decision on authentication of overwriting or any such change, modification shall lie with the ICSI and such decision shall be treated as final and binding on the parties.

24. Each Bidder acknowledges and accepts that ICSI may in its absolute discretion apply selection criteria specified in the tender document for evaluation of proposals for short listing / selecting the eligible vendor(s). All bidders on responding to ICSI for this tender will be deemed to have accepted the terms of this tender document. Non acceptance of any of the terms & conditions as stated in Tender document shall render the bid invalid.

25. In the interest of the Institute, ICSI at its discretion may include or exclude any bidder who

has served/worked for the ICSI by executing any similar contract through tender/RFP in recent past. Such inclusion or exclusion of bidder shall be decided during technical evaluation of the bids of this tender process.

26. Award of Contract will be based on Evaluation of the financial bids of the technically

qualified bidders on lowest quote basis after the successful technical qualification process

as decided by the appropriate authority of the Institute.

27. The bidder who was awarded any contract in the past by the Institute but terminated during

the contract period due to unsatisfactory performance will not be eligible /considered to participate in this tender. Also a bidder who was awarded any contract earlier but refused to

of 50

continue the contract/refused to sign the agreement as given by the Institute will not be eligible to participate in this tender.

28. ICSI will reject a bid for award of contract if it is found that the bidder recommended for award of contract has engaged in corrupt or fraudulent practices in competing for, or in executing, the project. Whereas “Fraudulent Practice” means a misrepresentation of facts in order to influence a procurement process or the execution of the project and includes collusive practice among BIDDERs (prior to or after submission) designed to establish Bid prices at artificial non-competitive levels and to deprive the ICSI of the benefits of free and open competition. Whereas “Corrupt Practice” means the offering, giving, receiving or soliciting of anything of value, pressurizing to influence the action of the Official of the ICSI in the process of project execution.

II. SCOPE OF SERVICES

Recognizing the need to keep stakeholders of ICSI, updated with the Act, Rules, Notifications, Orders, Amendments and Circulars, the Institute invites tenders for Creation, Updation and Maintenance of following e-book portal on the website of ICSI and Regulators (as applicable) and mobile app:

A. GST Law enacted by Centre and State including Rules, Regulations, Notifications, Amendments, Circulars, Orders etc. issued under their respective heads.

B. Labour Laws enacted by Centre and State including Rules, Regulations,

Notifications, Amendments, Circulars, Orders etc. issued under their respective heads.

C. LLP Act, 2008 including Rules, Regulations, Notifications, Amendments,

Circulars and Orders etc. issued under their respective heads.

D. IBC Code, 2016 including Rules, Notifications, Amendments, Circulars and Orders etc. issued under their respective heads.

E. SEBI Act, 1992 including Rules, Regulations, Notifications, Amendments, Circulars, Orders, Press Release and Reports etc. issued under their respective heads.

III A. Specific Terms and conditions:

1. Site for delivery of services areas under:

The Institute of Company Secretaries of India ICSI HOUSE, 22InstitutionalArea, Lodi Road, New Delhi- 110003 Or any other location as instructed by ICSI as per requirement.

of 50

2. Create e-books portal and mobile app which will integrate the relevant Acts, Rules, Notifications, Orders, Forms and Circulars and also indicate the amendments which have taken place thereto from time to time till date.

3. The e-book portal and mobile app will be placed on the ICSI and Regulators’ Website and hosted in play store and i-store (as directed by ICSI).

4. The vendor must have expert personnel/professionals in each area of the

relevant ACTs, Rules, case laws and notifications who will be accountable for bringing out the relevant updates on real time basis. The vendor has to bring out the relevant updates of the Acts, Rules, Case Laws and Notifications in the e-books and mobile app within 24 hours of publication of the notification by the respective authorities/regulators in the e-gazette (example: if any notification is published in the e-gazette on 1st January 2021 at 12.00 noon, the same is to be updated in the respective e-book portals/mobile app within 2nd January, 2021, 12 noon). On failing to comply with the aforementioned terms the ICSI will impose penalty on the vendor as per the penalty provision of the contract and will be treated as breach of the terms of the contract.

5. Undertake to keep the e-book portal and mobile app updated for all changes in

the form of amendments to the Act or Rules and any Notification, Orders or Forms or Circulars that may be issued from time to time within 24 hours of the notification published in the e-gazette by the respective authorities and or regulators as detailed in the immediately preceding clause. The portal shall have e-books which has to be kept updated at all times.

6. The vendor shall provide support services in such a manner that availability of the

e-book portal and mobile app will be available on real time basis (i.e.24X7X365).

7. Logo of ICSI and Regulator may be placed on the every page of the e-book portal and mobile app subject to approval of the competent authority of the ICSI. Logo of vendor will not be placed at any page of e- book portal and mobile app. The vendor will not use the ICSI name and logo in any of its promotion material including in its website etc.

8. The Institute reserves the right to enter into more agreements with any other

vendor for similar service as per requirement of ICSI as it deemed fit without any obligation to the vendors selected through this tender.

9. The vendor may be required to arrange the hosting the e-book in the

hardware/cloud as instructed by ICSI. The source code/hardware/cloud hosting used for the service through this tender shall be property of ICSI at all times during the currency of contract and after the completion/termination of contract shall continue to remain as property of the ICSI.

10. All IT/Data/confidentiality/copyright/IPR and any other security measures

applicable to the contract awarded through this tender must be taken care as per standard industry practice including but not limited to SSL/TLS etc.

11. Search engine facility within E-book portal and mobile app has to be provided with different parameters (Act/Rule/Regulation/ Notification/Circular etc.) by its no. subject or keyword or as instructed by the ICSI.

12. Facility for Merging of Documents by selection of relevant Acts, Rules,

Notification etc. by the user.

of 50

13. Sharing facility in different mode for the selected paras, docs and merged

documents.

14. Facility of Highlighting of different paras, sections etc.

15. Facility for uploading of presentation/ document/picture etc. in predefined area (one/more) through Admin rights has to be provided to ICSI.

16. E-book portal and mobile app must be responsive (compatible to all the

browsers, versions and operating systems windows, android, ios, etc.). The content should also be made available on offline mode as directed by ICSI. The e-Books portal and mobile app shall remain active all the times and should be able to support minimum 30,000 viewership/login concurrently/at the same time. A maximum downtime of 5 minute in a day is allowed. The scheduled maintenance activity will be allowed to be carried on only during 11 p.m to 6 a.m.

17. Registration/secured Login to be placed on E-book portal and mobile app to keep record/trail of login and accessing the e-books through secured login by the user to be provided. Help/FAQ is to be placed on E-book portal and mobile app. Integration with the SMTP (mail gateway) for handling of complaints/grievances/suggestions/feedback etc. Facility has to be provided with secure login feature which is to be activated/deactivated as per instruction of ICSI.

18. Users should be able to download the entire Act, Rule, Circular / notification or

the relevant Rule, Circular, notifications etc. individually in PDF format from the e-book portal and mobile app (as instructed by ICSI time to time).

19. The portal should follow OWASP guidelines

20. Provision is to be made to configure payment gateway services, payment

reconciliation reports, GST integration, MIS reports, Integration with existing system, F&A Reports which is to be activated/deactivated as per instruction of ICSI.

21. The e-books could be SCORM compliant.

22. The Portal should follow GIGW compliance.

23. The Portal should display the number of users accessing the e-books.

24. The vendor will ensure that appropriate disaster recovery measures are taken by

the vendor and the same informed to the Institute.

25. Self-signed/declaration security audit report should be submitted to ICSI.

26. Any other facility or utility which service provider considers necessary for making the service/product user friendly.

27. The Vendor has to deliver the consolidated E-Book(s) data and mobile app

wholly to the Institute in a hard disk within one month of completion of ‘go live’ after the awarded work is completed.

of 50

28. Delivery Schedule of E-Books and mobile app:

Work Time Schedule

Creation and Development of E-Book and mobile app making it live and open for use by the stakeholders of the ICSI

One Month from the date of awarding the contract or signing the agreement which is earlier.

B. General Terms and conditions of the Contract

1. On awarding a contract to any bidder, the successful bidder(s) has to sign an

SLA (Service Level Agreement, a tentative format of the SLA is enclosed with

this tender documents as Annexure D) with ICSI as per approved format by ICSI

in line with the tender terms and conditions and any other relevant terms as may

be applicable to this contract.

2. Duration of Contract: The time agreed for the performance of the work shall

be the essence of the Contract. The rates quoted for the e-book and mobile

app shall be inclusive of the warranty/annual maintenance for a period of five

years after creation and development of E-book and mobile app. After the

completion of the duration of contract including the extension period, or

termination of contract, the vendor shall handover the source code, Hardware

cloud storage and all the data related to the e-books and mobile app and other

things incidental to e-book and mobile app within seven (07) days of the

concluding of contract and receive acknowledgement from the Institute.

3. Extension of Contract: On expiry of the term the ICSI reserves the right to

extend the contract for further maximum period of two (02) years or such other

period as may be decided by the ICSI, subject to evaluation of the performance

on yearly basis on the same terms & conditions in writing if the service of the

Service Provider found satisfactory. Service Provider shall have no right or claim

for the extension of the contract in any circumstances and decision of the ICSI

shall be final and absolute.

4. Security Deposit /performance guarantee:

i. The successful bidder has to submit the security deposit/performance

guarantee in form of a Bank Guarantee from any nationalized bank (format

enclosed as Annexure E) to secure performance of the terms and conditions

of the contract and conditions contained in the contract. The value of the

Security Deposit/Bank Guarantee has to be of equivalent amount of 10% of

the annual contract price. The Bank Guarantee has to be submitted within 10

days of issue of order but before execution of the contract. The Bank

Guarantee shall have to remain valid for the entire duration of the Contract

plus three months beyond the completion of contract period. The successful

bidder shall not be entitled to any claim or receive any interest on the amount

of performance guarantee. The EMD of the successful bidder will be

refunded after submission of the performance Guarantee/Security Deposit.

of 50

ii. The successful bidder having valid registration with NSIC/MSME on the date

of submission of tender, are also required to submit requisite security deposit

/ performance guarantee.

5. In case of contravention of the any of the terms and conditions as stated in the

tender documents / Service Level Agreement (SLA) or if the Bidder withdraws or

amends, impairs or derogates from the tender / Service Level Agreement

(SLA)in any respect within the period of validity of the tender / Service Level

Agreement (SLA) or bidder fails to execute the work as per the Tender/Work

Order or fails to deliver the satisfactory performance during the period of

contract, or fails to execute agreed Service Level Agreement (SLA), ICSI shall

have the right to invoke the said Bank Guarantee and to forfeit the security

deposit / earnest money deposit and such decision of the ICSI shall be final and

binding on the other party

6. Payment Terms:

a. Payment to the vendor will be released on completion of job of developing, updating and making it live for the users of the ICSI and against the proper tax invoice submitted and duly certified by the competent authority of ICSI as per the contract rate which shall remain valid for five years from the start date of contract.

S. No.

Project Milestones Payment Schedule

1. 40% of the contract amount Within three months of making the e-book portal and mobile app live.

2.

Balance 60% of the contract amount will be paid spread over four years equally in each year

At the end of every six months of the particular year.

3. Maintenance charge for 6th and 7th Year (in case of extension of contract)


b. Payments shall be subject to deductions of any amount for which the bidder

is liable under the agreement against this contract. Further, all payments shall be made subject to deduction of TDS (Tax deduction at Source ) as per the prevailing income-Tax Act and any other taxes as on the date of invoice submission and/or payment date.

c. Payment of Taxes: The vendor shall be responsible for and shall pay all taxes, duties, assessments or other charges of any kind or nature whatsoever levied by any government or governmental body on or in connection with the Services including without limitation all statutory levies, taxes, fee, duties, rate, charges, surcharges etc. and any other tax ("taxes") levied on service provided by the Service Provider. ICSI may withhold from payments due to the Service Provider any amounts required with respect to the aforementioned taxes and to remit the same with the relevant authorities, in case of failure on the part of the Service Provider.

of 50

7. Events of Default :

When a Default as per terms and conditions of this contract is made by the vendor, it will be deemed that an ‘Event of Default’ has occurred on the part of the vendor. Once an Event of Default has occurred, the ICSI will pursue Remedies. The following events will be treated as ‘events of default’ but not limited to but including any event of lapse, non-performance and/or breach of contract which all will be construed as ‘event of default’:

i. the vendor fails to update the Acts, Rules, Case Laws and Notifications by the vendor in the e-books and mobile app within 24 hours of publication of the notification by the respective authorities/regulators in the e-gazette (example: if any notification is published in the e-gazette on 1st January 2021 at 12.00 noon, the same is to be updated in the respective e-book portals/mobile app within 2nd January, 2021, 12 noon),

ii. the vendor fails to ensure that the E-book portal and mobile app be responsive (compatible to all the browsers, versions and operating systems windows, android, ios, etc.). The content should also be made available on offline mode as directed by ICSI. The e-Books portal and mobile app shall remain active all the times and should be able to support minimum 30,000 viewership/login concurrently/at the same time. The scheduled maintenance activity will be allowed to be carried on only during 11 p.m to 6 a.m.,

iii. the vendor or its director(s)/partner(s) are convicted/framed under any law for violation of legal provision including but not limited to forgery, cheating, and misappropriation of fund or any other such related offences, filing under IBC etc.,

iv. if the vendor fails to ensure security of all IT/ Data/ confidentiality/ copyright/ IPR and any other security measures applicable to the contract awarded through this tender as per standard industry practice including but not limited to SSL/TLS etc.,

v. if the vendor fails to provide the facility of Search engine facility within E-book portal and mobile app with different parameters (Act/Rule/Regulation/ Notification/Circular etc.) by its no. subject or keyword or as instructed by the ICSI,

vi. if the vendor violates or breaches any terms and conditions of the contract.

Excuse: In case of penalty, Liquidated damages or compensation imposed or claimed due to any reason for event of default, a committee of ICSI may ascertain, confirm, condone, reduce or waive off such penalty, Liquidated damages or compensation at the discretion of the ICSI. If performance of any contractual obligation is excused, this relieves the vendor of liability for that particular contractual obligation as decided by ICSI.

8. Penalty for time delay of execution of the contract:

a. ½ per cent of total value of contract, for each day of delay, in case of goods/services are delivered either in full or partly within 7 days after the due date;

b. 1 per cent of total value of contract subject to maximum 10%, for each day of delay, in case of goods/services are delivered either in full or partly beyond 7 days but up to 14 days after the due date;

of 50

c. Even after two (02) weeks of delay, if you fail to deliver the goods and services,

ICSI may reject or accept the goods and services at its sole discretion after imposing applicable penalty and decide accordingly on approval of the competent authority.

9. Penalty for delay in updation of the e-book portal and mobile app:

i. In case of delay in relevant updation of e book and mobile app as per the terms of SLA or the e book portal and mobile app is not responsive, other than down time and scheduled maintenance, the service provider shall be liable for penalty of Rs.10,000/- for first instance, Rs.25,000/- for second instance and Rs.50,000/- for third instance. Third instance will be treated as ‘event of default’ and ICSI at its discretion may terminate the contract by giving seven (07) days’ notice and such decision of the ICSI shall be final.

10. Liquidated Damages (LD) for deficiency of service and breach of terms of

the Contract:

ii. Rs.50,000/- (Rupees Fifty Thousand only) per instance OR part thereof for

violation of contract/SLA.

iii. Non availability of Service for more than one day in a month would attract a penalty of Rs.50,000/- (Rupees Fifty Thousand only) per day.

iv. In case there are more than three (03) penalties on Service Provider in any

month/or during the entire contract period, the ICSI shall have right to terminate the contract by giving seven (07) days’ notice and such decision of the ICSI shall be final.

11. Compensation: Without prejudice to the foregoing, the Service Provider shall be

accountable and responsible to compensate and pay damages to ICSI for any

loss/ damage/ claim/ liability, whatsoever, caused either directly or indirectly by

the Vendor which may arise either out of negligence, fraud, misrepresentation,

misconduct or material breach of this Agreement.

12. Intellectual Property Rights

ICSI has intellectual property rights including, without limitation over its trade names, corporate signs, logos, software, proprietary information and know-how which the other party may come across while performance of work under this agreement. Vendor shall recognize ICSI’s intellectual property rights for all purposes. Nothing in this Agreement shall confer on vendor any right or title in the intellectual property of ICSI.

The Intellectual Property Right covering basic content as to be performed by the vendor while execution of work under this agreement shall be the exclusive property of the ICSI.

For the purposes of this Contract, Intellectual Property Rights (“IPRs”) shall mean patents, copyrights, design rights, rights in databases, trademarks and trade names, service marks, and other intellectual property rights (whether registered or unregistered) and all applications and registrations for and extensions and

of 50

renewals of such rights or any of them, anywhere in the world. ICSI owns and shall own all IPRs in relation to ICSI Services and related documentation. ICSI shall also own all IPRs in relation to any documentation developed or work performed by ICSI.

C. Other Terms and Conditions:

1. Modification/variation in Terms of Contract: ICSI reserves the right to modify or may bring some variation in the terms and conditions of the contract on mutually agreed terms, if it is found necessary due to any operational difficulty or any other genuine reasons.

2. Recovery: Whenever under the contract through this tender, any sum of money

is recoverable by ICSI from the party or / and payable by the party to ICSI, the ICSI shall be entitled to recover such sum by appropriating in part or in whole from the security deposit of the party. In the event of the security being insufficient or if no security has been taken from the party, the balance or the total sum recoverable, as may be, shall be deducted from any sum due to the party or which at any time thereafter may become due to the party under this or any other contract with the ICSI. If this sum is not sufficient to cover the full amount recoverable, the party shall pay the ICSI on demand the remaining balance due along with penalty.

3. Dispute Resolution: Any dispute, difference, controversy or claim (“Dispute”)

arising between the successful bidder and ICSI hereinafter jointly to be called “parties” and singularly as “party” out of or in relation to or in connection with the agreement/contract, or the breach, termination, effect, validity, interpretation or application of this agreement/contract or as to their rights, duties or liabilities hereunder, shall be addressed for mutual resolution by the authorized official of the parties.

4. Arbitration: If, for any reason, such dispute cannot be resolved amicably by the

Parties, the same shall be referred to the Arbitration process. In the event of any dispute arising between ICSI and the vendor in any matter covered/ touched by this contract or arising directly or indirectly there from or connected or concerned with the said contract, the matter shall be referred to The Secretary of the ICSI who may himself act as sole arbitrator or may name as sole arbitrator an officer of ICSI or from outside ICSI notwithstanding the fact that such officer of ICSI has been directly or indirectly associated with this contract. The decision / award of the Arbitrator shall be final and binding on the parties. Cost of Arbitration will be shared equally by the parties.

i. The place of the arbitration shall be at, New Delhi. ii. The Arbitration proceeding shall be governed by the Arbitration and

Conciliation Act of 1996 as amended from time to time. iii. The proceedings of arbitration shall be in English language. iv. The parties are not entitled to approach any court of law without resorting to

arbitration approach. v. The decision / award of the arbitrator shall be final and binding on parties to

the arbitration proceedings.

5. Jurisdiction: In respect of any dispute arising between ICSI and the vendor in any matter covered / touched this tender / contract or arising directly or indirectly

of 50

there from or connected or concerned with the said contract, the courts at Delhi shall only have the jurisdiction.

6. Right to Black List: ICSI reserves the right to blacklist a party / bidder for a suitable period in case such party / bidder

fail to honour the bid without sufficient grounds or found guilty for breach of

condition /s of the contract or guilty of fraud and mischief and misappropriation or any other type of misconduct on the part of party(s) / bidder(s).

Giving false, misleading or fake information/ document in the bid; Withdrawing the bid after opening of the Financial bids; Refusal to accept Purchase/ Work Order at the quoted prices; Failure to supply goods of the ordered quantity/ quality/ specifications at the

agreed rates within the time schedule; Adoption of any unethical or illegal practices; Any other justified reason.

7. Confidentiality: The successful bidder acknowledges that all material and

information which has and will come into its possession or knowledge in connection with this agreement or the performance thereof, whether consisting of confidential and proprietary data or not, whose disclosure to or use by third parties may be damaging or cause loss to ICSI will all times be held by it in strictest confidence and it shall not make use thereof other than for the performance of this agreement and to release it only to employees requiring such information, and not to release or disclose it to any other party. The successful bidder agrees to take appropriate action with respect to its employees to ensure that the obligations of non-use and non-disclosure of confidential information under this agreement are fully satisfied. In the event of any loss to ICSI in divulging the information by the employees in below of the successful bidder, the ICSI shall be indemnified. The successful bidder agrees to maintain the confidentiality of the ICSI’s information after the termination of the contract also. The successful bidder will treat as confidential all data and information about the ICSI /Contract, obtained in the execution of this tender including any business, technical or financial information, in strict confidence and will not reveal such information to any other party.

8. Statutory Compliance: The successful bidder will be required to comply with all statutory obligations from time to time applicable to this contract. The vendor shall perform the work in strict compliance with all relevant laws and regulations of the State or Territory within India where the Services are being rendered and in accordance with the conditions of any permit, license or concession relating to any part of the Services

9. Independent Contract & Relationship between the Parties:

a. The relationship of the vendor to the ICSI under this Agreement shall be that of an Independent Party. There is no agency relationship between the Parties. The acts/performance and actions taken by either party in furtherance of their respective activities of operation shall not bind the other except to the extent provided under this Agreement. The acts performed and action taken by either party that do not fall under the Agreement shall have binding effect on the other to the extent they are reduced to writing and the prior consent of the other party is obtained.

of 50

b. That it is expressly understood & agreed between the parties to this Agreement that the personnel(s) employed / hired / engaged (permanent / regular / casual / contractual / temporarily / daily wager or whatever be the status / name) by the vendor directly or indirectly for the execution of work as provided under this Agreement, shall not be employee / officer of the ICSI for any purpose. None of such person of the vendor shall have any right to claim anything against the ICSI.

10. Non-exclusive and Non-compete agreement:

The Agreement between the ICSI and the Vendor is a non-exclusive agreement. The ICSI shall be free to enter into any such agreement with any other agency during currency or the extended currency of this Agreement. The Vendor shall not undertake through itself or anyone else directly or indirectly, or enter into any agreement for development and maintenance of e-books/mobile app on the subjects, topics covered in this tender or agreement to be entered into during the entire currency of contract or extended currency thereof and three years after the termination and or completion of the Contract.

11. Complete / Entire Agreement:

This Agreement, its Annexure/Attachments, if any, and the documents specifically referred to shall constitute the complete Agreement between the Parties and shall replace any written or oral Agreement or understanding with respect to the subject matter.

12. Representations and warranties:

The Parties represent and warrant that they have relevant authority and permission under the applicable laws/ rules/ notifications or by virtue of the order/ instruction/ directive from the relevant authority to enter into this Agreement. The vendor further represents and warrants as follows:

a. When executed and delivered, this Agreement shall be a valid and binding

obligation of the vendor enforceable in accordance with its terms;

b. Vendor shall, at all times during the term of this Agreement be duly licensed to perform the Services, and if there is no licensing requirement for the profession or services, be duly qualified and competent;

c. Vendor is an experienced agency/company/organization having the skill,

legal capacity, and professional ability necessary to perform all the work required under this Agreement.

13. Non-Waiver:

Failure to exercise by either party of any right under this Agreement in one or more instances shall not constitute a waiver of those rights in another instance. Such waiver by one Party of any of the rights established herein shall not be considered as a waiver of another right established herein. A provision or right under this Agreement shall not be waived except in writing signed by the party granting the waiver, or varied except in writing signed by all the parties.

of 50

14. Severability:

If any provision of this Agreement or any part thereof is held invalid, unenforceable or illegal for any reason, this Agreement will remain otherwise in full force apart from that provision(s) or the part thereof which shall be deemed deleted.

15. Assignment & Sub-letting:

The VENDOR shall not assign or sub-let any of its rights and obligations hereunder whether in whole or in part without the prior written consent of the ICSI. However, nothing in the foregoing shall be affected in the event of there being a merger, amalgamation or takeover of the business/ management of a party, provided that prior notification is given to the ICSI in case of such event. In such an eventuality all the rights and obligations shall automatically be vested with the entity with which such party has been merged or is taken over.

16. Notices & Notifications:

All notices, notifications, request, consents or other communications required or permitted to be given to either party pursuant to this Contract shall be in writing and shall be delivered personally or sent by Registered Post with acknowledgement due, Speed post or by courier to the addresses indicated in this Contract. Any change of Address should be notified to each other.

17. Alteration and Modification:

Any alteration or modification or waiver in connection with this Contract will not be effective unless made in writing and signed by both the parties.

18. Headings:

The headings used in this Contract are for purposes of convenience only and shall not control the language or meaning of the provision following.

19. Precedence:

In the event of any ambiguity or doubt or dispute on the terms and conditions applicable, the order of precedence for the purposes of resolving such ambiguity, doubt or dispute shall be:

a. This Contract/Agreement b. The Attachments (if any) c. Work Order d. Tender document

The matters which are not specifically spelt out in this document the construction of meaning and interpretation thereof shall be provided by the ICSI.

20. Termination: Either party may terminate this Agreement by giving a three (3) months’ notice in writing to the other party for termination of agreement.

The ICSI without prejudice to any other remedy, reserves the right to terminate the agreement in whole or in part by giving One (01) months’ notice in writing in

of 50

case Service Provider fails to discharge its obligation under this agreement without sufficient grounds or found guilty for breach of condition(s) of the agreement, negligence, carelessness, inefficiency, fraud, mischief and misappropriation or any other type of misconduct by Service Provider or by its staff or agent or in case there are more than 3 penalties on the Service Provider in any month.

Any pending or unresolved operational issues, performance, unpaid fees and any other remedies shall continue by the Service Provider during the period of termination notice and the same must be satisfied before this agreement is terminated. The ICSI may also put in place any other agency for carrying out the remaining work and expenditure incurred on same shall be recovered from the Service Provider.

The Service Provider shall have no claim to any payment or compensation whatsoever on account of any profit or advantage, which would have been derived from the performance of this agreement in full, but which he did not derive in consequences of the full performance of this agreement not having been carried out, nor shall he have any claim for compensation / damage for the loss suffered by him by reason of termination of agreement by the ICSI. No claim for interest will be entertained by ICSI with respect to any moneys or balances, which may be in its hands owing to a dispute between itself and the Service Provider.

21. Force Majeure

For the purpose of this Article, Force “Majeure” means any cause, which is beyond the successful bidder control or that of the Institute, as the case may be, which both could not foresee or with a reasonable amount of diligence could not have foreseen, and which substantially affect the performance of the order, such as:- - War / hostilities - Riot or civil commotion - Earth Quake, Flood, Fire, Tempest, Epidemics, Pandemic, Lightning or other

natural physical Disaster, Quarantine restricts and Freight embargoes - Restrictions imposed by the Government or other statutory bodies, which is beyond the successful bidder control or of the Institute, which prevent or delay the execution of the order either by the successful bidder or by the Institute.

If a Force Majeure situation arises, the successful bidder are required to promptly notify ICSI in writing of such condition and the cause thereof within a period of three (3) days from the date of happening of such an event requiring invocation of this force majeure article. Unless otherwise directed by the ICSI in writing, the successful bidder will continue to perform its obligations under this order as far as is reasonably practical and shall seek all reasonable alternative means for performances of this order.

22. Indemnity Clause: The vendor will indemnify ICSI against all statutory liabilities at present and in future arising out of this contract. In the event of violation of any contractual or statutory obligations, the successful bidder will be fully and solely responsible for the same. Further, in the event of any action, claim, damages, suit initiated against ICSI by any individual, law enforcement agency or government authority due to acts and omissions, the successful bidder vendor will be liable to make good/compensate such claims or damages to the ICSI. As a result of the successful bidder’s / vendor’s action, inaction or any omissions, if ICSI is required to pay any damages to any individual, law enforcement agency or

of 50

government authority, the successful bidder would be required to reimburse to ICSI such amount along with other expenses incurred by ICSI or ICSI reserves the right to recover but not limited to such amount from the payment(s) due to the successful bidder / vendor while settling its bills or from the amount of security deposit lying with ICSI. However, ICSI reserves its right to take legal recourse as permitted under law of the land. In case of any damage caused to the institution due to negligence, carelessness or inefficiency of staff of the vendor, the vendor shall be responsible to make good the loss. The ICSI shall have right to adjust the damage / loss suffered by it from the security deposit or / and to charge penalty as decided by the Institute. Decision of the ICSI in this respect shall be final & binding on the vendor.

For any detai ls /c lar i f icat ions, CS Samir Raheja, D i rec tor , Dte. of Professional Development & Perspect of ICSI, Tel. No.011-45341021 E-mail Id: [email protected] may be contacted.

Date: August 19, 2020

AMIT KUMAR GHOSAL Director (Purchase & Stores)

mailto:[email protected]

of 50

(Annexure A)



Sub: Tender (NIT) for Creation, Updation and Maintenance of E-Books and mobile app.

PART ‘B’ (TECHNICAL BID) Form I: PARTICULARS OF BIDDER

(ALL COLUMNS ARE TO BE FILLED IN BLOCK LETTERS)

1. Name of the bidder

(a) Trade Name _______________________ (b) Status of the Bidder _______________________ (Pvt. Ltd./Limited Co./LLP)

(Enclose self-attested copy of document) (c) Name of CEO/Directors/Partners _______________________

2. Postal Address _______________________ _______________________

3. Telephone No. / Mobile No. for communication _______________________ 4. (a) E-mail-id (mandatory) (b) / Website address (if available) _______________________ 5. Bank Draft No, date, Bank name and amount (if applicable)/MSME or NSIC Regn. No. (a) Tender Fees _______________________ (b) EMD _______________________ (c) MSME/NSIC Regn. No. (if applicable) & its valid period _______________________ (Enclose self-attested certificate photocopy) 6. Name of the Banker, Branch Name, A/c No. and IFS Code (for e-payment purpose) _______________________ 7. PAN (Enclose self-attested photocopy) _______________________ 8. GSTIN Code (Enclose self-attested photocopy) _______________________ 9. Trade License/Business License/CIN (if applicable) _______________________ (Enclose self-attested photocopy) 10. Any other relevant information _______________________ I/We hereby declare and affirm that I/we have read and understood the terms and conditions of this tender/quotation/NIT as stipulated in the tender notice No.________________. Accordingly, I/ we accept the terms and conditions and hereby offer the rates for “___________________(name of the work or supply)” as per Financial Bid (Part ‘C’).

Signature ________________

(Authorized signatory of the bidder) Name of the bidder________________

Date_________ Official seal of bidder ______________

NOTE: Please submit all supporting documents (self-attested photocopy) wherever applicable in support of the information furnished above with seal and signature of the bidder’s authorized representative.

of 50

(Annexure B1)



Sub: Tender for Creation, Updation and Maintenance of E-Books and mobile app

Form II(a): TECHNICAL DETAILS

S. No. Particulars. Response

1

Name and complete address of the Bidder

2

Tele/Fax/E-mail/Cell No. Of the bidder

3

Detail of Contact Persons authorized by the bidder to execute documents on its behalf, with ICSI (Designation, Tel No., E- Mail)

4

Details of registered office, if any along with contact person’s name and Contact detail (Tel/Mobile & E-Mail)

5a

Income-tax registration number along with documentary evidence

5b GST registration number along with documentary evidence

6

List of clients to whom services (as per this tender) in last 3 years provided with details of company, value of business, concerned person name , telephone no. &email-id (Please attach full details) (Attach proof of contract.

7

Current similar assignments on hand, if Any

8

Turnover in last three financial years, i.e. Year 2016-2017, 2017-18 and 2018-19. (Attach proof)

9

Paid up capital of the company/LLP (bidder)

10

Details of manpower for execution of services

SIGNATURE OFTHE APPLICANT NAME &DESIGNATION

SEAL OF BIDDER

Place:

Date:

of 50

(Annexure B2)

ICSI HQ: ICSI HOUSE, 22, INSTITUTIONAL AREA, LODI ROAD, NEW DELHI-110003

ICSI NOIDA OFFICE: ICSI House, C-36, SECTOR-62, NOIDA-201309 (UP) Tender No. ICSI/E-Book/2020/11 August 19, 2020

Sub: Tender for Creation, Updation and Maintenance of E-Books and mobile app

Form II(b): Eligibility Criteria Details

S.No Particulars Response

Yes/No Supporting Document Reference with Page No.

1. The Bidder shall be a company incorporated,

registered under the Companies Act, 2013 or any

previous company law, or Limited Liability Partnership

registered under the LLP Act.

(Please attach Certificate of Incorporation / Copy of

Registration Certificate (s) or constitution document

from competent authority in case of foreign companies

signed by the Company Secretary /authorized

signatory of the Bidder/Applicant Company)

2. The Bidder/Applicant must not have been declared

bankrupt/insolvent or should not have filed for

bankruptcy/insolvency in the past five years or in the

process of being declared bankrupt / insolvent before

any designated authority in any country.

(Certificate regarding Bidder not being bankrupt/

insolvent from statutory Chartered

Accountant/Company Secretary of Bidder

Company/organization)

3. Average of the annual turnover of the bidder of the last

3 years (FY 2018-19, 2017-18, 2016-17) should be

more than Rs.2.50 Crores.

(Audited financial P&L statements and Balance Sheet

to be enclosed for the last 3 years i.e FY 2018-19,

2017-18, 2016-17)

4. Bidder shall have executed similar projects in a

reputed Institute/organization with at least three

implementations in last three years (i.e. Year 2019-

20,2018-19 and2017-18)in India.

(copy of relevant documents in support of the claim of

the bidder has to be submitted)

5. Bidder should not have been blacklisted by any

Firm/Organization/School/ Board/University/ Institution

or any Government organization and no litigation is

of 50

pending in the court of law against the bidder.

(Declaration from Authorized Signatory on the Bidder’s

Business Letter Head).(Declaration from Authorized

Signatory on the Bidder’s Business Letter Head)

6. Details of Authorized Signatory including attestation of

the signatures of the Authorized Signatory by the

bidder’s Company Secretary/ Chartered Accountant/

Banker.

7. Experience & turnover of 100% owned subsidiaries can

be considered for the purpose of eligibility conditions.

However, subsidiary is not allowed to claim experience

& turnover of its holding/parent company.

8. Submission of Tender Fee.

9. Submission of EMD or copy of valid NSIC / MSME

certificate/document

10. PAN (Self-attested photocopy of the PAN Card).

11. GSTIN Code (Self-attested photocopy of the GST

Certificate)

12. Copy of Articles of Association and Memorandum of

Association/ LLP agreement/ Bye Laws & Rules.

13. List of Directors/ managing Partners with their

address(es), contact telephone numbers, email id,

DIN,DIPN etc.


SEAL OF BIDDER

Place:

Date:

of 50

(Annexure C)

Form III: Notice Inviting Tender acceptance letter to be printed on business letterhead of the bidder and to be submitted with the Technical Bid

To The Secretary The Institute of Company Secretaries of India ICSI House, 22, Institutional Area, Lodi Road, NewDelhi-110003

Sub: Tender for Creation, Updation and Maintenance of E-Books and mobile app. This is with reference to the Tender No. ICSI/E-Book/2020/11 due on __________. We are interested to participate in the Tender for Creation, Updation and Maintenance of E-Books and mobile app dated August 19, 2020. We declare that:

i) We have read and understood the terms and conditions given in the tender/ quotation Document;

ii) We are eligible for award of the contract as per the qualification criteria mentioned in the tender/ quotation Document;

iii) We accept and agree to all the terms and conditions of the tender/ quotation;

iv) We shall comply with all the terms and conditions of the tender/ quotation ;

v) All the information / documents provided in this bid are true to the best of our knowledge and belief. If at any stage, the information / documents are found to be false, misleading or incorrect then this Bid / Purchase Order shall be cancelled at our cost and risk and we shall indemnify the Institute (ICSI) for the loss caused due to the cancellation and we shall be liable for penal / legal action including black listing by ICSI.

vi) We understand that ICSI reserves the right to cancel the tender / quotation at any stage or cancel / reject any one or more bid without incurring any liability.

vii) The duly signed copies of all the tender pages are attached herewith.

SIGNATURE OFTHE APPLICANT

NAME &DESIGNATION SEAL OF BIDDER

Place:

Date:

of 50



Sub: Tender for Creation, Updation and Maintenance of E-Books and mobile app.

PART ‘C’ (FINANCIAL BID)

Name of Bidder: ________________________________

• Bidder is required to use the format in the following table to submit their financial bid.

• Rates Quoted should be in INR and all inclusive of Unit Price, statutory taxes, fees, cesses, duties, levies, charges, surcharges, cartage and other components, etc. except GST which is to be shown separately.

Table I Rate inclusive of all except GST

S. no

Activity (as per scope of work mentioned in the Tender)

One Time Cost for ICSI (inclusive of the warranty/annual maintenance for a period of five years after creation and development of E-book and mobile app). (Rs.)

Rate of Annual maintenance /subscription to ICSI for 6th year (Rs.)

Rate of Annual maintenance /subscription to ICSI for 7thyear (Rs.)

1. Creation, Updation and Maintenance of E-Book and mobile app: GST Law

Rate in words (except GST):

GST % (GST shall be paid extra as applicable)

2. 2 Creation, Updation and Maintenance of E-Book and mobile app: Labour Laws



of 50

3. Creation, Updation and Maintenance of E-Book and mobile app: LLP Act, 2008



4. Creation, Updation

and Maintenance of E-Book and mobile app: IBC Code, 2016



5. Creation, Updation

and Maintenance of E-Book and mobile app:SEBI Act, 1992



Rate inclusive of all except GST (Rs.)


6. *Manpower per day cost to cater any additional requirements beyond the scope of Work within Maintenance /Warranty /extension period


7. Annual Cloud hosting charges for each e-book (one time & every year), if required.


of 50

*For the purpose of Commercial Comparison the cost quoted under these heads would be considered on monthly basis (i.e. 30 days).

Table II

Rate inclusive of all except GST

S. no

Activity (as per scope of work mentioned in the Tender) E-Books and mobile app both on android and ios

One Time Cost for ICSI (inclusive of the warranty/ annual maintenance for a period of five years after creation and development of E-book and mobile app). (Rs.)

Rate of Annual maintenance /subscription to ICSI for 6th year (Rs.)

Rate of Annual maintenance /subscription to ICSI for 7th

year (Rs.)

1.

Creation, Updation and Maintenance of E-Books and mobile app: 1. GST Law 2. Labour Laws 3. LLP Act, 2008 4. IBC Code, 2016 5. SEBI Act, 1992 (consolidated rate for all the above e-books and mobile app taken together)



Declaration I. The undersigned certifies that he/she is authorized to obligate the represented bidder

and further agrees with all terms, conditions, and requirements of the ICSI’s tender for Providing creation and development of E-book and mobile app

II. We have no objection if enquiries are made about the work listed by us in the accompanying sheets / annexure.

III. We agree that the decision of the ICSI in selection process will be final and binding on

us. IV. We confirm that we have not been barred/blacklisted/disqualified by any Regulators /

Statutory Body in India and we understand that if any false information is detected at a later date, the assignment shall be cancelled at the discretion of the institute.

V. All the information furnished by us hereinabove is correct to the best of our knowledge

and belief.


SEAL OF BIDDER

Place:

Date:

of 50

(ANNEXURE - D)

Proposed draft for Service Level Agreement for Creation, Updation and Maintenance of E-Books and mobile app. This Contract is executed at ________________on ______ day of __________, 2020. BETWEEN The Institute of Company Secretaries of India, a Statutory Body constituted under the Company Secretaries Act, 1980 having its Head Office at ICSI House, 22, Institutional Area, Lodi Road, New Delhi – 110003, represented by …………………………………………………………………………… (hereinafter referred to as "ICSI") which expression, unless repugnant to the context, shall be deemed to include its successors, legal heirs and permitted assigns) of the “FIRST PART AND M/s__________________________________________, Company incorporated under the Companies Act 1956, having registered office at ___________________ and with its corporate office located at _______________________, represented by ……………………………….. authorized vide Board Resolution dated…………………. (hereinafter referred to as "Service Provider") which expression, unless repugnant to the context, shall be deemed to include its successors, legal heirs and permitted assigns) of the “SECOND PART”. WHEREAS: Service Provider is willing to provide ICSI with the Services for Creation, Updation and Maintenance of E-Books and mobile app in accordance with the terms and conditions of this Agreement; NOW THEREFORE, in consideration of the mutual promises set forth below, and terms and conditions mentioned in tender document along with the Attachments hereto, which form an integral part of this Contract, the Parties hereby agree to the following:

1. SCOPE OF WORK:

Service provider shall provide services of Creation, Updation and Maintenance of

following E-Books portal and mobile app on the website of ICSI and Regulators in

accordance with the specifications set forth in this agreement and the tender hereto:

A. GST Law enacted by Centre and State including Rules, Regulations, Notifications, Amendments, Circulars, Orders etc. issued under their respective heads.

B. Labour Laws enacted by Centre and State including Rules, Regulations,

Notifications, Amendments, Circulars, Orders etc. issued under their respective heads.

C. LLP Act, 2008 including Rules, Regulations, Notifications, Amendments,

Circulars and Orders etc. issued under their respective heads.

of 50

D. IBC Code, 2016 including Rules, Notifications, Amendments, Circulars and Orders etc. issued under their respective heads.

E. SEBI Act, 1992 including Rules, Regulations, Notifications, Amendments, Circulars, Orders, Press Release and Reports etc. issued under their respective heads.

2. Specific Terms and conditions:

i. Site for delivery of services are as under:

The Institute of Company Secretaries of India ICSI HOUSE, 22 Institutional Area, Lodi Road, New Delhi - 110003 Or any other location as instructed by ICSI as per requirement.

ii. Create e-books on portal and mobile app which will integrate the relevant Acts, Rules, Notifications, Orders, Forms and Circulars and also indicate the amendments which have taken place thereto from time to time till date.

iii. The e-book portal will be placed on the ICSI and Regulators’ Website and mobile app will be made available at Google play store and Apple istore by the vendor (as directed by ICSI).

iv. The vendor must have expert personnel/professionals in each area of the relevant ACTs, Rules, case laws and notifications who will be accountable for bringing out the relevant updates on real time basis. The vendor has to bring out the relevant updates of the Acts, Rules, Case Laws and Notifications in the e-books and mobile app within 24 hours of publication of the notification by the respective authorities/regulators in the e-gazette (example: if any notification is published in the e-gazette on 1st January 2021 at 12.00 noon, the same is to be updated in the respective e-book portals/mobile app within 2nd January, 2021, 12 noon). On failing to comply with the aforementioned terms the ICSI will impose penalty on the vendor as per the penalty provision of the contract and will be treated as breach of the terms of the contract.

v. Undertake to keep the e-book portal and mobile app updated for all changes in

the form of amendments to the Act or Rules and any Notification, Orders or Forms or Circulars that may be issued from time to time within 24 hours of the notification published in the e-gazette by the respective authorities and or regulators as detailed in the immediately preceding clause. The portal shall have e-books which has to be kept updated at all times.

vi. The vendor shall provide support services in such a manner that availability of

the e-book portal and mobile app will be available on real time basis (i.e.24X 7X 365).

vii. Logo of ICSI and Regu la t o r may be placed on the every page of the e-book

portal and mobile app subject to approval of the competent authority of the ICSI. Logo of vendor will not be placed at any page of e- book portal and mobile app. The vendor will not use the ICSI name and logo in any of its promotion material including in its website etc.

of 50

viii. The Institute reserves the right to enter into more agreements with any other

vendor for similar service as per requirement of ICSI as it deemed fit without any obligation to the vendors selected through this tender.

ix. The source code/hardware/ cloud hosting used for the service through this

tender shall be property of ICSI at all times during the currency of contract and after the completion/termination of contract shall continue to remain as property of the ICSI.

x. All IT/Data/confidentiality/copyright/IPR and any other security measures

applicable to the contract awarded through this tender must be taken care as per standard industry practice including but not limited to SSL/TLS etc.

xi. Search engine facility within E-book portal and mobile app has to be provided with different parameters (Act/Rule/Regulation/ Notification/Circular etc.) by its no. subject or keyword or as instructed by the ICSI.

xii. Facility for Merging of Documents by selection of relevant Acts, Rules, Notification etc by the user.

xiii. Sharing facility in different mode for the selected paras, docs and merged

documents. xiv. Facility of Highlighting of different paras, sections etc. xv. Facility for uploading of presentation/ document/picture etc. in predefined area

(one/more) through Admin rights has to be provided to ICSI. xvi. E-book portal and mobile app must be responsive (compatible to all the

browsers, versions and operating systems windows, android, ios, etc.).

xvii. Registration/secured Login to be placed on E-book portal and mobile app to keep record/trail of login and accessing the e-books through secured login by the user to be provided. Help/FAQ is to be placed on E-book portal and mobile app. Integration with the SMTP (mail gateway) for handling of complaints/grievances/suggestions/feedback etc. Facility has to be provided with secure login feature which is to be activated/deactivated as per instruction of ICSI.

xviii. Users should be able to download the entire Act, Rule, Circular / notification or

the relevant Rule, Circular, notifications etc. individually in PDF format from the e-book portal and mobile app.

xix. The portal should follow OWASP guidelines xx. Provision to be made to configure payment gateway services, payment

reconciliation reports, GST integration, MIS reports, Integration with existing system, F&A Reports which is to be activated/deactivated as per instruction of ICSI.

xxi. The e-books could be SCORM compliant.

xxii. The Portal should follow GIGW compliance.

of 50

xxiii. The Portal should display the number of users accessing the e-books.

xxiv. E-book portal and mobile app must be responsive (compatible to all the browsers, versions and operating systems windows, android, ios, etc.). The content should also be made available on offline mode as directed by ICSI. The e-Books portal and mobile app shall remain active all the times and should be able to support minimum 30,000 viewership/login concurrently/at the same time. A maximum downtime of 5 minute in a day is allowed. The scheduled maintenance activity will be allowed to be carried on only during 11 p.m to 6 a.m.

xxv. The vendor will ensure that appropriate disaster recovery measures are taken by

the vendor and the same informed to the Institute.

xxvi. Self-signed/declaration security audit report should be submitted to ICSI.

xxvii. Any other facility or utility which service provider considers necessary for making the service/product user friendly.

xxviii. The Vendor has to deliver the consolidated E-Book(s) data and mobile app

wholly to the Institute in a hard disk within one month of completion of ‘go live’ after the awarded work is completed.

xxix. Delivery Schedule of E-Books and mobile app:

Work

Time Schedule

Creation and Development of E-Book and mobile app making it live and open for use by the stakeholders of the ICSI

One Month from the date of awarding the contract or signing the agreement which is earlier.

3. Duration of Contract: The time agreed for the performance of the work shall be the essence of the Contract. The rates quoted for the e-book and mobile app shall be inclusive of the warranty/annual maintenance for a period of five years after creation and development of E-book and mobile app. After the completion of the duration of contract including the extension period, or termination of contract, the vendor shall handover the source code, Hardware, cloud storage and all the data related to the e-books and mobile app and other within seven (7) days of the concluding of contract and receive acknowledgement from the Institute.

4. Extension of Contract: On expiry of the term the ICSI reserves the right to extend the contract for further maximum period of two (02) Years or such other period as may be decided by the ICSI, subject to evaluation of the performance on yearly basis on the same terms & conditions in writing if the service of the Service Provider found satisfactory. Service Provider shall have no right or claim for the extension of the contract in any circumstances and decision of the ICSI shall be final and absolute.

5. Security Deposit /performance guarantee:

i. The successful bidder has to submit the security deposit/performance guarantee in

form of a Bank Guarantee from any nationalized bank (format enclosed as

Annexure E) to secure performance of the terms and conditions of the contract

and conditions contained in the contract. The value of the Security Deposit/Bank

Guarantee has to be of equivalent amount of 10% of the annual contract price. The

Bank Guarantee has to be submitted within 10 days of issue of order but before

of 50

execution of the contract. The Bank Guarantee shall have to remain valid for the

entire duration of the Contract plus three months beyond the completion of contract

period. The successful bidder shall not be entitled to any claim or receive any

interest on the amount of performance guarantee. The EMD of the successful

bidder will be refunded after submission of the performance Guarantee/Security

Deposit.

ii. The successful bidder having valid registration with NSIC/MSME on the date of

submission of tender, are also required to submit requisite security deposit /

performance guarantee.

6. In case of contravention of the any of the terms and conditions as stated in the tender documents / Service Level Agreement (SLA) or if the Bidder withdraws or amends, impairs or derogates from the tender / Service Level Agreement (SLA) in any respect within the period of validity of the tender / Service Level Agreement (SLA) or bidder fails to execute the work as per the Tender/Work Order or fails to deliver the satisfactory performance during the period of contract, or fails to execute agreed Service Level Agreement (SLA), ICSI shall have the right to invoke the said Bank Guarantee and to forfeit the security deposit / earnest money deposit and such decision of the ICSI shall be final and binding on the other party

7. Payment Terms:

a. Payment to the vendor will be released on completion of job of developing, updating and making it live for the users of the ICSI and against the proper tax invoice submitted and duly certified by the competent authority of ICSI as per the contract rate which shall remain valid for five years from the start date of contract.

S. No.

Project Milestones Payment Schedule

1. 40% of the contract amount Within three months of making the e-book portal and mobile app live

2.

Balance 60% of the contract amount will be paid spread over four years equally in each year


3. Maintenance charge for 6th and 7th Year (in case of extension of contract)


b. Payments shall be subject to deductions of any amount for which the Bidder

is liable under the agreement against this contract. Further, all payments shall be made subject to deduction of TDS (Tax deduction at Source ) as per the prevailing income-Tax Act and any other taxes as on the date of invoice submission and/or payment date.

c. Payment of Taxes: The vendor shall be responsible for and shall pay all taxes, duties, assessments or other charges of any kind or nature whatsoever levied by any government or governmental body on or in connection with the Services including without limitation all statutory levies,

of 50

taxes, fee, duties, rate, charges, surcharges etc. and any other tax ("taxes") levied on service provided by the Service Provider. ICSI may withhold from payments due to the Service Provider any amounts required with respect to the aforementioned taxes and to remit the same with the relevant authorities, in case of failure on the part of the Service Provider.

8. Events of Default :

When a Default as per terms and conditions of this contract is made by the vendor, it will be deemed that an ‘Event of Default’ has occurred on the part of the vendor. Once an Event of Default has occurred, the ICSI will pursue Remedies. The following events will be treated as ‘events of default’ but not limited to but including any event of lapse, non-performance and/or breach of contract which all will be construed as ‘event of default’:

i. the vendor fails to update the Acts, Rules, Case Laws and

Notifications by the vendor in the e-books and mobile app within 24 hours of publication of the notification by the respective authorities/regulators in the e-gazette (example: if any notification is published in the e-gazette on 1st January 2021 at 12.00 noon, the same is to be updated in the respective e-book portals/mobile app within 2nd January, 2021, 12 noon),

ii. the vendor fails to ensure that the E-book portal and mobile app be responsive (compatible to all the browsers, versions and operating systems windows, android, ios, etc.). The content should also be made available on offline mode as directed by ICSI. The e-Books portal and mobile app shall remain active all the times and should be able to support minimum 30,000 viewership/login concurrently/at the same time. The scheduled maintenance activity will be allowed to be carried on only during 11 p.m to 6 a.m.,

iii. the vendor or its director(s)/partner(s) are convicted/framed under any law for violation of legal provision including but not limited to forgery, cheating, and misappropriation of fund or any other such related offences, filing under IBC etc.,

iv. if the vendor fails to ensure security of all IT/ Data/ confidentiality/ copyright/ IPR and any other security measures applicable to the contract awarded through this tender as per standard industry practice including but not limited to SSL/TLS etc.,

v. if the vendor fails to provide the facility of Search engine facility within E-book portal and mobile app with different parameters (Act/Rule/Regulation/ Notification/Circular etc.) by its no. subject or keyword or as instructed by the ICSI,

vi. if the vendor violates or breaches any terms and conditions of the contract.

Excuse: In case of penalty, Liquidated damages or compensation imposed or claimed due to any reason for event of default, a committee of ICSI may ascertain, confirm, condone, reduce or waive off such penalty, Liquidated damages or compensation at the discretion of the ICSI. If performance of any contractual obligation is excused, this relieves the vendor of liability for that particular contractual obligation as decided by ICSI.

of 50

9. Penalty for time delay of execution of the contract:

a. ½ per cent of total value of contract, for each day of delay, in case of goods/services are delivered either in full or partly within 7 days after the due date;

b. 1 per cent of total value of contract subject to maximum 10%, for each day of delay, in case of goods/services are delivered either in full or partly beyond 7 days but up to 14 days after the due date;

c. Even after two (02) weeks of delay, if you fail to deliver the goods and

services, ICSI may reject or accept the goods and services at its sole discretion after imposing applicable penalty and decide accordingly on approval of the competent authority.

10. Penalty for delay in updation of the e-book portal and mobile app:

In case of delay in relevant updation of e book and mobile app as per the terms of SLA or the e book portal and mobile app is not responsive, other than down time and scheduled maintenance, the service provider shall be liable for penalty of Rs.10,000/- for first instance, Rs.25,000/- for second instance and Rs.50,000/- for third instance. Third instance will be treated as ‘event of default’ and ICSI at its discretion may terminate the contract by giving seven (07) days’ notice and such decision of the ICSI shall be final.

11. Liquidated Damages (LD) for deficiency of service and breach of terms of the Contract:

i. Rs.50,000/- (Rupees Fifty Thousand only) per instance OR part thereof for

violation of contract/SLA terms.

ii. Non availability of Service for more than one day in a month would attract a penalty of Rs.50,000/- (Rupees Fifty Thousand only) per day

iii. In case there are more than three (03) penalties on Service Provider during

the entire contract period, the ICSI shall have right to terminate the contract by giving seven (07) days’ notice and such decision of the ICSI shall be final.

12. Compensation: Without prejudice to the foregoing, the Service Provider shall be accountable and responsible to compensate and pay damages to ICSI for any loss/ damage/ claim/ liability, whatsoever, caused either directly or indirectly by the Vendor which may arise either out of negligence, fraud, misrepresentation, misconduct or material breach of this Agreement.

13. Intellectual Property Rights:

ICSI has intellectual property rights including, without limitation over its trade names, corporate signs, logos, software, proprietary information and know-how which the other party may come across while performance of work under this agreement. Vendor shall recognize ICSI’s intellectual property rights for all purposes. Nothing in this Agreement shall confer on vendor any right or title in the intellectual property of ICSI.

of 50

The Intellectual Property Right covering basic content as to be performed by the vendor while execution of work under this agreement shall be the exclusive property of the ICSI. For the purposes of this Contract, Intellectual Property Rights (“IPRs”) shall mean patents, copyrights, design rights, rights in databases, trademarks and trade names, service marks, and other intellectual property rights (whether registered or unregistered) and all applications and registrations for and extensions and renewals of such rights or any of them, anywhere in the world. ICSI owns and shall own all IPRs in relation to ICSI Services and related documentation. ICSI shall also own all IPRs in relation to any documentation developed or work performed by ICSI.

14. Time: The time allowed for completing the work under contract/SLA and handing over the same shall be the essence of the Contract and shall to be strictly observed by the Service Provider. ICSI would extend all required support and inputs to help the Service Provider to meet the project timelines. For delays which are directly attributable to the sole actions and / or scope of work of the Service Provider, the Service Provider shall be liable to pay penalty and/or liquidated damages as per the provisions of this Agreement. The time schedule shall be prepared on mutually agreed terms.

15. Termination: Either party may terminate this Agreement by giving a three (3) months’ notice in writing to the other party for termination of agreement. The ICSI without prejudice to any other remedy, reserves the right to terminate the Contract in whole or in part by giving thirty (30) days’ notice in writing if Service Provider fails to discharge its obligation under this Contract or found guilty for breach of condition(s) of the Contract, negligence, carelessness, inefficiency, fraud, mischief and misappropriation or any other type of misconduct by Service Provider or by its staff or agent. Any pending or unresolved operational issues, performance, unpaid fees and any other remedies shall continue by the Service Provider during the period of termination notice and the same must be satisfied before this Contract is terminated. In-case of non-completion of such unresolved operational issues, ICSI shall be free to get it done/completed/performed through any other Agency and shall have full right to deduct/ adjust the amount/ expense/ cost incurred thereto from the payment/ fees/ Security Deposit/ Performance Guarantee of the Service Provider. The ICSI may also put in place any other agency for carrying out the remaining work and expenditure incurred on same shall be recovered from the Service Provider. The Service Provider shall neither claim any payment or compensation whatsoever on account of any profit or advantage, which would have been derived from the performance of this Contract, nor shall claim compensation / damage for the loss suffered by it by reason of termination of Contract by the ICSI. No claim for interest will be entertained by ICSI with respect to any moneys or balances, which may be in its hands owing to a dispute between itself and the Service Provider. In case of any criminal proceedings against the Company or Directors, wind up proceedings against the vendor, the ICSI reserve the rights to terminate the contract without giving any notice.

of 50

16. Blacklisting: The ICSI without prejudice to any other remedy and rights, reserves the right to blacklist the Service Provider for a period, whatever it deems appropriate in case the Service Provider fails to honor its bid / Service Level Agreement (SLA) or found guilty for breach / violation / contravention of terms(s) and condition(s) of the Tender/ Service Level Agreement (SLA) or negligence, carelessness, inefficiency, fraud, mischief, misappropriation or any other type of misconduct by Service Provider or by its staff, agent, employee or officer etc. or by any other person directly or indirectly employed by it.

Whenever under this Tender/ Service Level Agreement (SLA), any sum of money is recoverable from and payable by the Service Provider, the ICSI shall be entitled to recover such sum by appropriating in part or in whole from the security deposit / bank guarantee / earnest money deposit of the Service Provider. In the event of the security deposit / bank guarantee / earnest money deposit being insufficient, the balance or the total sum recoverable, as may be, shall be deducted from any sum due to the Service Provider or which at any time thereafter may become due to the Service Provider under this or any other TENDER / contract with the ICSI. If this sum is not sufficient to cover the full amount recoverable, the Service Provider shall pay the ICSI on demand the remaining balance.

The personnel(s) employed / hired / engaged (permanent / regular / casual /contractual / temporarily / daily wager or whatever be the status / name) by the Service Provider for the execution of work as provided under the TENDER / SLA, shall not be employee / officer of the ICSI and there shall be no employer- employee relation for any purpose. None of such person of the Service Provider shall have any right to claim anything against the ICSI.

17. ICSI responsibilities: To facilitate Service Provider's provision of Equipment and Services, ICSI agrees to perform the following obligations: i. Access:

ICSI in its discretion may grant access to relevant stakeholders, source code of existing applications, test & live data, documents (design, manuals, SRS etc.), other relevant project artefacts, equipment, related sites, office areas and other facilities to Service Provider and its authorized representatives, subject to ICSI’s reasonable security restrictions. ICSI shall arrange for permission for access to offices of third parties for purposes of carrying out the work to be performed for use of existing web server in co-located location.

ii. Project Contacts:

ICSI designates ……………………….as the contact person representing ICSI’s management for the Project.

18. Service provider responsibilities

i. Services

The Service Provider shall depute one coordinator, familiar with the technology in developing/Customising the Software application; during development/customisation at

of 50

one central location at Noida/Lodi Road. He/she will be responsible/ accountable for all coordination with the help of other teams of the Service Provider. Undertake to keep the e-book portal and mobile app updated for all changes in the form of amendments to the Act or Rules and any Notification, Orders or Forms or Circulars that may be issued from time to time within 24 hours of the notification published in the e-gazette by the respective authorities and or regulators as detailed in the immediately preceding clause. The portal shall have e-books which has to be kept updated at all times. The Service Provider shall provide all safety appliances i.e. gears/gadgets, tool kit etc. to the deputed personnel as per their requirement on duty while attending to execution of this contract as and when required and follow all safety rules regulations and all statutory provisions. The cost for such aforesaid arrangement shall be borne by the Service Provider. No extra payment shall be made for the same. Service Provider must ensure that the every deputed personnel is covered by adequate insurance coverage to address any contingencies. The Service Provider shall be liable for accident, injury, losses due to any accident or negligence of their personnel and shall also be liable to incur all the expenses in consequence thereof and Institute is in no way be responsible for any damages arising out of this contract. ii. Maintenance Service

Service Provider shall keep e-book portal and mobile app operating for all days on behalf of the Institute. The Service Provider personnel contacts, telephone numbers, and other procedures of fault reports like call escalation processes, databases with historical information will be made available by Service Provider to the ICSI within 7 days of the acceptance of the site by ICSI. In case of default in any or all of the mentioned conditions, the penalty of Rs.50,000/- per day or part of the day will be levied on Service Provider by ICSI. In case, there is any breach in the security from external threats due to any vulnerability of the software application developed and delivered by the Service Provider, including Denial of Service Attacks (DoS) / Distributed Denial of Service (DDoS) attacks malware, the penal provisions will be Rs.50,000/- (Rupees Fifty Thousand Only) (except for DoS/DDoS attack) and in addition Rs.5,000 per two hours for all cases including DoS and DDoS, till the time remedial action is taken by the bidder. Service Provider will support the software solution delivered during the contract period as per the terms and conditions of the tender. One coordinator and one developer would be deployed at ICSI NOIDA office during the maintenance period.

iii. Corrective Maintenance

In accordance with the terms of this Agreement, Service Provider shall perform corrective maintenance on the Software application for all components as provided and implemented by service provider. Service Provider shall maintain delivered software application using the procedures of corrective maintenance as required:

i. Reconfigurations of the system /portal and mobile app (as and when new updates of software version are released) by the Service Provider.

ii. If any new technological updations are duly taken care by the bidder without the permission/approval of the ICSI, such incidents can be ratified during the monthly reporting and the financial grants subject to those incidents shall be at the discretion of the Institute on equitable basis.

For the applications/ portal and mobile app supplied by Service Provider, the fault

of 50

should be resolved addressed as per below matrix. In case of default in any or all of the mentioned conditions, a penalty of Rs. 50,000/- per incident per day will be levied on Service Provider.

The response and resolution times corresponding to the severity level of the problems are defined in the following table:

Problem Severity

**Response Time Resolution Time

Critical 2 hours from time of problem logging

Workaround within 4 hours from initial response, permanent fix within 24 hours i.e one (1) day only

Medium 4 working hours from time of problem logging

Workaround within 6 working hours from initial response, permanent fix within 2 (Two )working days

Low 8 working hours from time of problem logging

Workaround within 1 working day of initial response, permanent fix on best effort basis, decided mutually depending on the extent and coverage of the problem but not more than 5 (Five) working days

* If there is a dependency on third party for resolution/analysis/deployment, their

turnaround time will be added to this. * Low – Cosmetic or UI related defect that does not impact the functionality of the

application or affected module will be managed through Release Management Process. iv. Preventive Maintenance

Service Provider shall perform preventive maintenance for the web site for all components provided and implemented by Service Provider. The preventive Maintenance includes normal checks on a monthly basis to check the quality of the performance of the against benchmark test. The preventive maintenance means benchmarking and generating reports pertaining to satisfactory through put in the network once in a fortnight during the warranty period. In case of default of any or all of the mentioned conditions a penalty of Rs.50,000/- per day or part of day will be levied on Service Provider. v. Service Calls

Service Provider will configure the Web Servers / services such that the fault is

S.No. Problem Severity Definition

1 Critical More than 70 % of the users are unable to use the system or any of the critical users (President/VP /Secretary & CE/System Administrator)

2 Medium More than 20% of users are unable to use the system or any of critical users (limited to 5 in number including HoDs) are unable to use the system

3 Low All other problems or any localized problems

of 50

communicated immediately to their firm and designated official of ICSI through SMS or / and E-mail (SMS and Email charges to be paid by ICSI). Service Provider will record necessary action taken till the rectification of such fault and till due acknowledgment taken in writing from concerned representative of ICSI. Monthly MIS of all such faults to the action taken closing date and time will also be provided by Service Provider on the first working day of the next month by 11:00 AM. The replacement / addition / removal of manpower deputed at ICSI will be with the prior approval of ICSI. Confidentiality of the data and information/records of the ICSI will be maintained by the deputed staff of Service Provider and in case of failure of maintaining the same, Service Provider will be fully responsible. Service Provider will be responsible for any act of omission or commission on the part of its employees.

19. Force majeure: The Parties shall not be liable for any failure to perform, any of its obligations under the Contract if the performance is prevented, hindered or delayed by a Force Majeure event (defined below) and in such case its obligations shall be suspended for so long as the Force Majeure Event continues. Each party shall promptly inform the other of the existence of a Force Majeure Event and shall consult together to find a mutually acceptable solution. "Force Majeure Event" means any event due to any cause beyond the reasonable control of the Party, including, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war or acts of government.

20. Confidentiality:

a. During the term of the Contract and thereafter, any disclosing party's Confidential Information received by the receiving party, under and by virtue of the Contract, shall be maintained in the strictest confidence and trust and shall not be disclosed to a third party without the prior written consent of the disclosing party/ ICSI, unless such information is required to be disclosed in pursuance of the order of a competent court, tribunal or other regulatory authority exercising valid jurisdiction, in which case the party required to make the disclosure shall promptly notify the other Party in writing of such disclosure. For purposes of this Contract "Confidential Information" means information that: (i) is sufficiently secret to derive economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use; and / or (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality.

b. Any software / hardware material, product specifications, financial information, documents covered under Contract shall be confidential information and deemed to be in private domain and it shall not be made public or shared with any other party without the prior written consent of the ICSI.

c. Provided that upon the expiration, cancellation, or termination of Contract, each party shall, upon the written request of the other party, return or destroy, to the satisfaction of the other Party, all Confidential Information, documents, manuals and other materials specified by the other Party.

21. Governing Law: The Agreement shall be interpreted in accordance with and governed by the laws of India.

of 50

22. Indemnity: a. The Service Provider shall be solely liable for and shall indemnify ICSI, its officers,

servants, employees and agents against all liabilities, losses, claims and expenses

of any nature, legal cost whatsoever arising from any personal injury or illness

(including death) of any nature whatsoever and any penalty, loss, damage or

destruction to any property whether real or personal where such liability arises out of

or in connection with the rendering of the Services under the Contract whether under

common law, under statute or otherwise. The Service Provider shall indemnify and

keep at all times indemnified the ICSI against any loss or damage that the ICSI may

sustain directly or indirectly as a result of the failure or negligence of the Service

Provider or its employees to faithfully carry out its obligations under Contract and

further to pay for all loses, damages, costs, charges and expenses which the ICSI

may reasonably incur or suffer and to indemnify and keep indemnified the ICSI in all

respects.

b. The indemnifying party shall be granted immediate and complete control of any claim

of indemnity and the indemnified party shall not prejudice the indemnifying party's

defense of the claim.

The indemnified party shall give the indemnifying party all reasonable assistance at the expense of the indemnifying party on such claim of indemnity.

23. Independent contractor or subcontractor:

The relationship of Service Provider to ICSI under this Contract shall be independent and there shall not be any kind of employer – employee relation between the ICSI and Service Provider and its employees The acts/performance and actions taken by either party in furtherance of their respective activities of operation shall not bind the other except to the extent provided under Contract. The acts performed and action taken by either party that do not fall under the Contract shall have binding effect on the other to the extent they are reduced to writing and the prior consent of the other party is obtained.

24. General conditions:

i. Complete Contract:

This tender, and Contract and all of its Attachments [and Annexures] shall be the integral part of this Contract and shall have precedence on other documents between the Parties and replace any written or oral Agreement or understanding repugnant to the subject matter. Changes, amendments or interpretations of this Contract shall be valid only if they are in writing and signed by both parties, except that each Party may make a change of domicile or change of the name of the person to whom notifications shall be sent. This notification shall be made through a written document to the other Party to this Agreement.

ii. Non-exclusive and Non-compete agreement:

The Agreement between the ICSI and the Vendor is a non-exclusive agreement. The ICSI shall be free to enter into any such agreement with any other agency during currency or the extended currency of this Agreement. The Vendor shall not undertake through itself or anyone else directly or indirectly, or enter into any agreement for

of 50

development and maintenance of e-books/mobile app on the subjects, topics covered in this tender or agreement to be entered into during the entire currency of contract or extended currency thereof and three years after the termination and or completion of the Contract.

iii. Representations and Warranties:

The Parties represent and warrant that they have relevant authority and permission under the applicable laws/ rules/ notifications or by virtue of the order/ instruction/ directive from the relevant authority to enter into this Agreement.

iv. Severability:

If any provision of the Agreement is held invalid, unenforceable or illegal for any reason, the Agreement will remain otherwise in full force apart from that provision(s) which shall be deemed deleted.

v. Assignment & Sub-Letting:

Service Provider shall not assign or sub-let any of its rights and obligations hereunder whether in whole or in part without the prior written consent of the ICSI. iii. Alteration and Modification:

Any alteration or modification or waiver in connection with the Agreement will not be effective unless made in writing and signed by both the parties.

iv. Non Waiver:

Failure to exercise by either party of any right under this Contract in one or more instances shall not constitute a waiver of those rights in another instance. Such waiver by one Party of any of the rights established herein shall not be considered as a waiver of another right established herein.

v. Notices & Notifications:

All notifications or notices related to this Contract shall be made in writing and shall be effective when they are delivered personally or sent by registered mail to the addresses indicated in this Agreement. Any change of Address should be notified.

vi. Headings:

The headings used in this Agreement are for purposes of convenience only and shall not control the language or meaning of the provision following.

vii. Precedence:

In the event of any ambiguity or doubt or dispute on the terms and conditions applicable the order of precedence for the purposes of resolving such ambiguity, doubt or dispute shall be:

(1) This Contract (2) The Attachments (if any) (3) The Work Order (4) The TENDER

of 50

25. Arbitration: Any dispute, difference, controversy or claim (“Dispute”) arising between the Parties out of or in relation to or in connection with Agreement, or the breach, termination, effect, validity, interpretation or application of this Agreement or as to their rights, duties or liabilities hereunder, shall be addressed for mutual resolution by the authorized official of the parties. If, for any reason, such Dispute cannot be resolved amicably by the Parties, the matter shall be referred for the arbitration to the sole Arbitrator to be appointed by the Secretary of the Institute. The provisions of the Arbitration and Conciliation Act, 1996 or any statutory modifications on re-enactment thereof as in force will be applicable to the arbitration proceedings. The venue of the arbitration shall be at New Delhi. The cost of the Arbitration proceedings shall be shared equally by both the parties. The language of the arbitration and the award shall be English. The decision / award of the arbitrator shall be final and binding.

26. Delivery and acceptance: Deliverables will be formally accepted after ICSI certifies acceptance of the deliverables and recommends for payments to the Service Provider within thirty (30) days from the date of submission of the deliverables. ICSI would generally not take more than four weeks for the acceptability of the deliverables. Any queries with regard to the deliverables will need to be answered by the Service Provider within a week.

27. Documentation: The Service Provider shall provide the following documentations in digitally signed soft copies (in USB / CD): 1. Application Architecture Document. 2. Detail Project Plan 3. Fortnightly progress reports 4. System Requirement Specification (SRS) document containing detailed

requirement capture and analysis including functional requirement, Detail Design Document, Interface Specifications, application security requirements.

5. Test Plans and Test cases (including Unit Test Plan, System/Integration Test Plan, User Acceptance Test Plan, Security Test Plan, Load Test Plan)

6. Load Test Reports 7. Training Manuals 8. Systems Administration Manuals 9. User manuals 10. Operational / Functional Manuals 11. Maintenance Manuals 12. Security policy and procedure for Portal and mobile app including Password

security, logical access security, operating system security, data classification, and application security and data backups.

Documents mentioned from Sno. 8 to 12 should be provided in two stages 1. Before Training 2. After Rollout

28. Security Audit: It is the responsibility of the selected bidder to get the security audit of the portal and mobile app and should share the complete details of the audits along with copies of all communication and bug reports / removal, written or otherwise.

29. Inspection and Testing: The inspection of installation of services shall be carried out to check whether the services are in conformity with the mentioned in the TENDER. The Service Provider will test all operations and accomplish all adjustments (tuning) necessary for successful

of 50

and continuous operation of the systems to the satisfaction of the ICSI. The acceptance test will be conducted by ICSI or any other person nominated by ICSI, at its option. There shall not be any additional charges for conducting acceptance tests. All software should be complete. The Service Provider shall maintain necessary log in respects of results of the tests to establish to the entire satisfaction of ICSI, the successful completion of the test specified.

30. Genuine Software: Both parties agree that the software that is required to be used for the purposes as envisaged under Agreement shall be genuine and registered software and not a pirated version of any nature. Service Provider undertakes that the software developed/ to be developed by it for the work shall be its own and that there shall no infringement of copy right/intellectual right of any other person. Service Provider further undertakes that it shall indemnify, and keep the ICSI at all-time indemnified against any such infringement.

31. Compliances of Law: A. The Service Provider shall provide the Services in strict compliance with all relevant

laws and regulations of the State or Territory within India where the Services are being rendered and in accordance with the conditions of any permit, license or concession relating to any part of the Services, whether held by the Service Provider, ICSI or any other concerned party. The Service Provider shall ensure that it holds all necessary copyrights, license rights and other proprietary rights required in respect of any device or method used by it while providing the Services.

B. The Service Provider shall indemnify and hold ICSI harmless at all times from and against any liability, penalty, cost or expense suffered or incurred as a result of the Service Provider failing to comply with any law, or regulation, or such permit or license relating to any part of the Services.

32. Operational Acceptance: Successful completion of the contract will be gauged through a series of formal acceptance tests performed on all aspects of the system/sub systems: In the go-live phase, Service Provider will have to manage and roll out a beta stage where the system will be made available and restricted only to the users in ICSI through an appropriate mechanism on the web, and conduct user acceptance testing of the System based on test cases developed by the Service Provider in consultation with ICSI and validated by ICSI. Based on the test results, required changes will be carried out and tested. Post this, e-book portal and mobile app will be officially launched and operational acceptance will be complete.

33. System Testing and System Load Testing: 1. The system (including the counting process) should be tested properly as per the

requirement mentioned above. 2. All specified functionality should exist. This testing verifies the as-built program's

functionality and performance with respect to the requirements for the software product.

3. All System functions that are accessed through menus should be tested 4. The system should be tested minimum 30000 concurrent user and the bidder has

to submit the report of the same before making Go Live of the System. 5. Measuring response time, throughput and availability of Application.

of 50

34. Complete System Acceptance: At the end of the System Acceptance period, ICSI will acknowledge complete system acceptance in writing to the Service Provider upon completion of the following: 1. All of the required activities defined in the bid document including all change

requests agreed by ICSI and delivered by the bidder and accepted by ICSI. 2. All the requisite documentation as defined in this bid document including all

changes agreed by ICSI and delivered by the bidder and accepted by ICSI. 3. All required training as defined in this bid document and delivered by the bidder

and accepted by ICSI. 4. All identified shortcomings/defects in the systems have been addressed to ICSI’s

complete satisfaction. 5. In order to accept the system, ICSI must be satisfied that all of the work has been

completed and delivered to ICSI’s complete satisfaction such that all aspects of the system perform acceptably. The functional / logical acceptance of the system will only be certified when the proposed system is installed and configured according to the design and that all the detailed procedures of operating them have been carried out by the Bidder in the presence of ICSI staff.

35. Training: The Service Provider shall provide the following training:

1. Overview of the e-book portal and mobile app and Online forms to all ICSI users 2. A detailed technical demonstration to the ICSI team

36. Jurisdiction: All disputes arising out of at any time, in connection with construction, meaning operation, effect, interpretation or out of this agreement or breach thereof are subject to the jurisdiction of Courts in Delhi. IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed in duplicate as of the day and month and year first written above.

FOR M/s _________________ FOR ICSI AUTHORISED SIGNATORY AUTHORISED SIGNATORY NAME: NAME: DESIGNATION: DESIGNATION: DATE: DATE: In presence of 1. 2.

of 50

Annexure E

Format- Performance Bank Guarantee from a Nationalized Bank

Ref.No. Bank Guarantee No

Dated To, The Secretary Institute of Company Secretaries of India ICSI House, 22, Institutional Area, Lodi Road, New Delhi-110003 1. Against contract vide Advance Acceptance of the Tender for ………………..………………………………………..”(hereinafter called the said 'contract') entered into between the Institute of Company Secretaries of India, (hereinafter called the Purchaser) and _______________ (hereinafter called the Contractor) this is to certify that at the request of the Contract or we_______Bank Ltd., are holding in trust in favour of the Purchaser, the amount of Rs. ___________________/- (Rs.----- only)to indemnify and keep indemnified the Purchaser against any loss or damage that may be caused to or suffered by the Purchaser by reason of any breach by the Contract or of any of the terms and conditions of the said contract and/or in the performance thereof. We agree that the decision of the Purchaser, whether any breach of any of the terms and conditions of the said contract and/or in the performance thereof has been committed by the Contractor and the amount of loss or damage that has been caused or suffered by the Purchaser shall be final and binding on us and the amount of the said loss or damage shall be paid by us forthwith on demand and without demur to the Purchaser. 2. We Bank Ltd., further agree that the guarantee herein

contained shall remain in full force and effect during the period that would be taken for satisfactory performance and fulfillment in all respects of the said contract by the Contractor i.e. till hereinafter called the said date and that if any claim accrues or arises against us Bank Ltd., by virtue of this guarantee before the said date, the same shall be enforceable against us Bank Ltd., notwithstanding the fact that the same is enforced within three months after the said date, provided that notice of any such claim has been given to us Bank Ltd., by the Purchaser before the said date. Payment under this letter of guarantee shall be made promptly upon our receipt of notice to that effect from the Purchaser.

3. It is fully understood that this guarantee is effective from the date of the said contract and that we_____ Bank Ltd., undertake not to revoke this guarantee during its currency without the consent in writing of the Purchaser.

4. We undertake to pay to the Purchaser any money so demanded not withstanding any dispute or disputes raised by the Contract or in any suit or proceeding pending before any court or Tribunal relating thereto our liability under this present bond being absolute and unequivocal.

5. The payment so made by us under this bond shall be a valid discharge of our liability for payment there under and the Contractor shall have no claim against us for making such payment.

6. We Bank Ltd., further agree that the Purchaser shall have the fullest liberty, without affecting in any manner our obligations hereunder to vary any of the terms and conditions of the said contract or to extend time of performance by the Contract or from time to time or to postpone for any time or from time to time any of the powers exercisable by the Purchaser against the said Contract or and to forebear or enforce any of the terms and conditions relating to the said contract and we, ___Bank

of 50

Ltd., shall not be released from our liability under this guarantee by reason of any such variation or extension being granted to the said Contract or for any forbearance by the Purchaser to the said Contractor or for any forbearance and or omission on the part of the Purchaser or any other matter or thing whatsoever, which under the law relating to sureties, would, but for this provision have the effect of sore leasing us from our liability under this guarantee.

7. This guarantee will not be discharged due to the change in the constitution of the Bank or the Contractor.

WITNESS NO. 1 Authorised Bank Representative ---------------------- ------------------

(Signature) (Signature) Full name and official Full name, designation and Address(in legible letters) address(in legible letters)

With Bank stamp

WITNESSNO. 2 -------------------------- Attorney as per power of

(Signature) Attorney No............. Full name and official Dated……………… Address (in legible letters)