request for proposal for examination management system for examination management system -...

RFP for Examination Management System Draft Contract Volume II

Rajiv Gandhi University of Health Sciences 15th

May 2013 of 49

Request for Proposal

for

Examination Management System

Volume II

Rajiv Gandhi University of Health Sciences

Bangalore

24th

January 2014



May 2013 of 49

Contents

ARTICLE 1. RECITALS................................................................................................................... 4

ARTICLE 2. DEFINITIONS ............................................................................................................. 5

ARTICLE 3. SCOPE OF SERVICES.................................................................................................. 7

ARTICLE 4. On-going Support: .................................................................................................... 8

ARTICLE 5. OWNERSHIP AND USE OF INTELLECTUAL PROPERTY ............................................ 11

ARTICLE 6. TERM ...................................................................................................................... 12

ARTICLE 7. COMMERCIAL TERMS............................................................................................. 12

ARTICLE 8. Separate Identity and Entity .................................................................................. 14

ARTICLE 9. Non-Competition ................................................................................................... 14

ARTICLE 10. EQUITABLE RELIEF .................................................................................................. 16

ARTICLE 11. TERMINATION AND TRANSFER .............................................................................. 17

ARTICLE 12. EXIT MANAGEMENT ............................................................................................... 18

ARTICLE 13. INDEPENDENT CONTRACTOR RELATIONSHIP ........................................................ 19

ARTICLE 14. LIABILITY, WARRANTIES ......................................................................................... 19

ARTICLE 15. INDEMNITY ............................................................................................................. 20

ARTICLE 16. MISCELLANEOUS .................................................................................................... 21

ARTICLE 17. Dispute Resolution ................................................................................................. 23

ARTICLE 18. Assignment ............................................................................................................. 24

ARTICLE 19. Survival ................................................................................................................... 24

ARTICLE 20. LEGAL DISCLAIMER ................................................................................................. 24

Annexures……..……………………………………………………………………………………………………………………………26



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Draft Agreement

THE AGREEMENT

THIS Master Services Agreement along with all its Schedules/Annexures (hereinafter referred

to as the “Agreement/MSA”, as defined hereinafter) is made at Bangalore on this <<day>>

day of <<month>>, 2013, by and between:

i) The Registrar (Evaluation), Rajiv Gandhi University of Health Sciences having its office at,

4th 'T' Block, Jayanagar, Bangalore - 560 041, Karnataka represented by Shri<<Name>>

(hereinafter called as the “RGUHS”,)being the PARTY of the FIRST PART;

AND

ii) <<Company name with address>>, a company registered under Indian Companies Act,

1956 and having its registered office at [●] and having place of business at [●]

represented by Shri<<name with designation>>, who is authorized to sign, execute vide

a board resolution dated [●please insert] passed by its board of directors (hereinafter

called as “Service Provider”, or “SP”,) being the PARTY of the SECOND PART).

(RGUHS and the SP are collectively referred to as the “Parties” and individually as a “Party”)



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ARTICLE 1. RECITALS

WHEREAS RGUHS established by an Act of 1994 passed by Karnataka Legislature is dedicated

to the cause of “Right for Rightful Health Sciences Education”. It is affiliating, teaching and a

research RGUHS, headquartered in Bangalore. RGUHS is member of Commonwealth RGUHS,

London, UK, Association of Indian Universities, New Delhi and Inter Universities Boards,

Karnataka. 650 colleges conducting professional courses in Medicine, Dentistry, AYUSH

(Ayurveda, Yoga & Naturopathy, Unani, Siddha and Homoeopathy), Physiotherapy, Pharmacy,

Nursing and Allied Sciences in Karnataka are affiliated to RGUHS. The courses conducted are

approved by the Apex Bodies such as Medical Council of India, Dental Council of India, Central

council of Indian Medicine, Central Council of Homeopathy, Indian Nursing Council, Pharmacy

Council of India, All India Council of Technical Education, and RGUHS Grants Commission. The

recognized courses range from undergraduate, post-graduate, fellowship, doctoral to

certifications in various disciplines of Health Sciences.

WHEREAS RGUHS has decided to automate the entire Examination System for all courses of

study offered by it using the information and communication technology and related services

so as to bring in, transparency, efficiency, and stakeholder friendly services.

WHEREAS RGUHS has envisaged to procure all the required Examination Management

technology and allied services, (generally referred to as Examination Management System OR

EMS) such as student enrolment, tamper proof student authentication mechanisms such as

hall tickets, stickers identifiable with students, delivery of question papers, enrolment of

evaluators for evaluation, conduct of digital evaluation, processing of the results, online

publishing of the results, generation and printing of mark sheets and other certificates,

authentication of the course credits and certificates issued by RGUHS in a fully secure, timely

and fail proof manner and as per SLA

WHEREAS RGUHS had through competitive bidding process received proposals from qualified

vendors and the proposals were appraised by RGUHS and has found the solution offered by SP



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to meet the requirements of RGUHS as stated in the Request for Proposal Document for

Examination Management System Volume I .

WHEREAS SP have specialized in providing such Examination Management System for conduct

of examinations including in higher education institutions in India and offered to execute the

said project for RGUHS as per the scope of services enlisted described in the Request for

Proposal for Examination Management System appended as Annexure A

WHEREAS SP represented to RGUHS that they would execute the said project as per the terms

of the Request for Proposal issued vide tender notification number

RGU/PRO/EOI/AUTO/51/2012-13 dated 1st February, 2013 by RGUHS.

WHEREAS RGUHS after having considered the above facts have decided to award the said

contract to SP as per the terms mentioned here under, which the Service Provider has accepted

on this date for the consideration as stipulated in the agreement.

NOW THEREFORE, IN THE TERMS AND CONDITIONS OF THIS INDENTURE AS SET OUT HEREIN

UNDER, the Parties have agreed to enter into this Agreement to govern the manner in which

the SP shall deliver the services specified under this Agreement and the Service Level

Agreement (SLA), which is appended to this MSA as Annexure C.

ARTICLE 2. DEFINITIONS

Whenever the following terms are used in general terms and conditions, or in other

documents, the intent and meaning shall be interpreted as follows:



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RGUHS means The Rajiv Gandhi University of Health Sciences established by an Act of

1994 passed by Karnataka Legislature, having its office at 4th T Block, Jayanagar,

Bangalore 560 041, represented by The Registrar (Evaluation)

SP or Service Provider means XXXXXXXXXXXXXXXX, which has been awarded the

contract to render the services under the scope of this contract.

The Contract means the legal agreement which is executed on the day first written

above, by the RGUHS and XXXXXXXXXXXXXXXX (the Service Provider) which will be

legally binding on both the parties, their successors, assigns and legal heirs.

Works Contract means the list of services that the Service Provider will be delivering to

RGUHS under the scope of the Contract and as per the commercial terms set out in

Annexure B appended herewith.

The Project means all assets, articrafts relating to the Examination Management System

essential to operationalize the services as detailed in the Request for Proposal for

Examination Management System appended as Annexure A

EMS means Examination Management System and all Services and Service Levels

covered under this MSA.

Managed Services or Services means by which the Service Provider will do all that is

necessary to set up and run the EMS during the term of this contract.

Scope of Services means the services provided by the Service Provider to RGUHS as

specified under the terms of the contract.

SLA service level agreement entered into between RGUHS and XXXX and appended to

this agreement as Annexure C



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Client Data means all information, data, documents of RGUHS and its affiliated colleges,

students, and other stakeholders of RGUHS in either paper based or digital based

formats

Competitor: "Competitor" means any person, entity, corporation, partnership,

association, joint venture or other organization that engages in or attempts to engage in

the Service Provider’s Business or RGUHS’s Business, respectively.

Proprietary or Confidential Information shall mean knowledge and information not

generally known in the industry which provides a competitive advantage, including,

without limitation, technology, computer programs, research and development

programs, formulas, know-how, forecasts, sales and marketing methods, financial

information, customer and mailing lists, customer usages and requirements, financial

information and all other confidential information, trade secrets and data.

DRS means Disaster Recovery System.

DC means Data Centre

IT means information and communications technologies

Non-IT means to include all peripheral infrastructure and services required along with IT

to deliver the services under this MSA

EXAM: means eligible students appearing for examinations conducted by RGUHS

theory, practical, viva voce, project etc.

ARTICLE 3. SCOPE OF SERVICES

The overall scope of services under the said project envisaged is detailed in Request for

Proposal for Examination Management System appended as Annexure A

It is principally agreed that the Service Provider’s role is that of the technology Service Provider

and covers IT and non-IT services contracted under this agreement. RGUHS continues to own



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and manage the academic administration and carry out their intrinsic roles and responsibilities

including but not limited to conduct of examinations as per timelines, and with the

responsibility for validation and fidelity of data provided to the SP. The specific roles and

responsibilities of the Service Provider and RGUHS are listed in Annexure D

ARTICLE 4. ON-GOING SUPPORT:

Service Provider shall perform all that is necessary to ensure the smooth functioning of the IT

systems essential to render the obligations and services to RGUHS under the scope of this MSA,

including but not limited to whatever is needed in terms of scalability, robustness and futuristic

needs during the subsistence of this MSA. The system installed should be robust enough to

handle large volume of data as and when required and should have appropriate back up and

disaster recovery plans integrated, which the SP shall demonstrate to RGUHS.

4.1 Operations

The following operational tasks will be conducted by both RGUHS and the Service Provider

jointly for smooth execution of the project.

i. The Service Provider shall undertake the project by deploying the integrated

Examination Management System (EMS) and allied services, for the examinations

conducted by RGUHS starting from the exam scheduled during xxxxx and, subject to

satisfactory demonstration of the services, extend the EMS to all students involving

approx. Xxxxx students and all courses from xxxxx 2013 exams onwards.

ii. In order to commission the project starting from the exam scheduled during xxxxx, the

Service Provider shall ensure to operationalize their necessary IT infrastructure such as

servers, computers & accessories, application software, operating systems & database

tools, system utilities, networking, bandwidth, physical and digital access authorization

systems and competent and qualified personnel to manage the project throughout the

contract period.



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iii. The Service Provider shall deploy their man power in requisite numbers to maintain the

IT infrastructure systems and render all related non-IT services throughout for every

exam session and till the expiry of the contract period to ensure performance to the

SLAs.

iv. The Service Provider shall do all the necessary operations and provide

reports/statements which are required to conduct examination and declaration of

results as per the schedule furnished by RGUHS.

v. The Service Provider shall make his own decision to set up the above IT and non-IT

infrastructure as deemed fit. The SP shall share the list of IT and non-IT infrastructure in

advance with RGUHS for their technical validation as to sufficiency to render the

required services under this MSA. If necessary, the SP will make necessary amends and

alternations to the said IT and non-IT infrastructure based on consultations with

technical expert nominated by RGUHS. The SP shall however own complete

responsibility for the delivery of Services under the scope of this MSA.

vi. RGUHS shall provide suitable space in its premises along with grid and generator power

supply for establishing the necessary IT infrastructure, systems and services as agreed

under the scope of services, free of cost. The SP shall provide details of the power

requirement, access and space requirements for this purpose.

vii. Backup Power should be provided by the Service Provider.

4.2 Training

The Service Provider shall provide training, including periodic refresher training to the staff of

RGUHS and colleges on the operation and usage of EMS. For this a specific training schedule will

be made by the Service Provider and the same will be approved by the RGUHS as detailed in the

Annexure A



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4.3 Maintenance And Up Gradation

Service Provider should render ongoing maintenance and support for the project at his own

cost which includes staffing levels, escalation level along with escalation procedures. Service

Provider shall ensure 99.95% uptime of the services all the time and 100% during the mission

critical days such as delivery of question papers, evaluation of answer scripts, results

processing, etc. as detailed in SLA.

4.4 Compensation:

For services rendered as per this agreement the Service Provider, shall be compensated

financially by RGUHS on a per student per exam basis and conformance to SLA. The payment of

consideration to be paid to the Service Provider includes all examinations of all courses

conducted by RGUHS currently and in the future during the term of this contract. Details of the

commercial terms and financial compensation for the scope of services are given in Annexure E

4.5 Third Party Services:

RGUHS shall have the right to use the infrastructure set up along with the software and

manpower to offer Examination Management Services to any third party including government

and private enterprises and agencies. In such case, both the parties shall agree on a suitable

commercial arrangement which will be reduced in writing by way of addendum to this contract

as and when such requirement arises.



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ARTICLE 5. OWNERSHIP AND USE OF INTELLECTUAL PROPERTY

5.1 Client Data

The term "Client data" refers to data related to the students, faculty of RGUHS, its affiliated

colleges, any other information pertaining to operations of RGUHS and its affiliated colleges,

students, etc. including Intellectual Property. Service Provider may have access to the client

data while performing their duties and should ensure that the integrity and confidentiality of

the data is maintained at all times. Further the Service Provider should ensure that such client

data are not misused under any circumstances and upon expiration of the contract, Service

Provider shall deliver back to RGUHS any and all copies of such Client data, and modifications

and derivative works based thereon, in whatever form or medium.

5.2 Intellectual Property Rights (IPR) :

i. Any IPR developed, deployed or tested by the Service Provider or its affiliates during the

course of this project will vest absolutely with the Service Provider. RGUHS shall

acknowledge and agree to vest the IPR with the Service Provider after expiry of the

project tenure. This includes source code, process documents, flow charts, project

management templates and other resources developed by the Service Provider and / or

their agents, associates and principal parties involved in the project.

ii. No data of any sort including data on subject content, all examination and RGUHS data,

information, research and development, knowledge pertaining to the courses offered by

the RGUHS, documentation and /or research into the land, its people and resources, any

other field of research and development, shall be used and / or extracted by the Service

Provider for any use whatsoever.



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5.3 Copy Right:

It is expressly agreed by RGUHS that the project assets installed by the Service Provider

including the source codes, documentation and network plans are proprietary information of

the Service Provider and are protected by applicable copyright and other related laws.

Ownership of the software, copy, compilation, enhancement, translation, derivative work,

modification or merged portion of the software shall at all times remain with the Service

Provider. RGUHS shall ensure that the software and IPR deployed by the Service Provider are

not made accessible to any third party inspection without the written consent of the Service

Provider. Notwithstanding the above, RGUHS will have the right to get an expert technical audit

of the project assets to satisfy itself on the adequacy of controls and security and efficiency of

the project assets to render the Services detailed in this MSA.

ARTICLE 6. TERM

1. The term of this agreement shall be 6 (Six) years from the date of Go Live. The effective

date for commencement for the term of the contract shall be from the date the EMS

services are deployed by the SP for all exams of the RGUHS.

2. On completion of six years term, the contract may be renewed after mutual discussions and

consideration of any special terms that may be added, amended or existing terms that may

be deleted. Every renewal shall be put through a supplementary contract which shall detail

addition and deletion of terms of the current contract and include new payment terms and

escalation clauses if any, thereof as mutually agreed between the parties.

ARTICLE 7. COMMERCIAL TERMS

Rajiv Gandhi University of Health Sciences shall pay the SP on a per student per exam per paper

and performance of the SP as per the terms laid down in the SLA. The said payment of

consideration will be based on the total number of students who appear for the exams in any



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particular term / semester / exam pattern of the year for both theory and non-theory exams

and, performance as per the SLA.

The payment of consideration shall become effective from the date of conduct of the first

examination using the EMS. However no upfront payment shall be paid by RGUHS.

The payment of consideration for the services rendered by the Service Provider shall be paid on

submission of the invoice along with the detailed statement of performance to the SLA and not

later than 30 days from the date of invoice. However under no circumstances RGUHS shall

delay the payment beyond 45 days from the date of invoice.

RGUHS shall deduct all applicable taxes and shall furnish the TDS and other such certificates to

the Service Provider to that effect. The SP shall charge taxes applicable as on the date of the

invoices raised and the same becomes payable by RGUHS. Any other statutory taxes and levies

that may come into force from time to time may be applied by the respective parties

prospectively and effective from the date they become applicable.

The details of the commercial terms of payments to the Service Provider are appended as

Annexure E.



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ARTICLE 8. SEPARATE IDENTITY AND ENTITY

It is expressly agreed that both the parties shall maintain separate identity at all times. Towards

this end, all records, reports and files prepared or maintained by Service Provider for RGUHS

shall remain the sole and exclusive property and records of RGUHS. Service Provider shall have

no authority hereunder to enter into contracts on behalf of, or otherwise legally bind, RGUHS.

Similarly RGUHS agrees that the Service Provider is an independent entity and shall not do

anything which could bind the Service Provider in any form other than the services to be

provided to RGUHS and consequent obligations under this MSA.

The manpower employed by SP for discharging the contractual obligations to RGUHS shall

remain the sole responsibility of the SP and such manpower shall not have any employer and

employee relationship with RGUHS at any time. SP, as an independent legal entity, shall take

complete responsibility and discharge all statutory obligations to such manpower deployed for

the project under this MSA.

ARTICLE 9. NON-COMPETITION

9.1 By RGUHS

RGUHS covenants and agrees that it will not directly or indirectly for the term of this Contract

and for a period of ONE year following the expiry or termination of this Contract:

1. Engage in, continue in or carry on any business which competes with Service Provider in

Service Provider's Business or which is substantially similar thereto.

2. Offer employment to a person who is or was employed by Service Provider during the then

immediately preceding one year, or assist any other person or entity in offering

employment to a person who is or was employed by Service Provider, during the then

immediately preceding one year, without the prior written consent of Service Provider;



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3. Engage in any practice the purpose of which is to evade the provisions of this covenant not

to compete.

9.2 By Service Provider

Service Provider covenants and agrees that he will not directly or indirectly for the term of this

contract and for a period of ONE year following the termination of this Contract:

1. Offer employment to a person who is or was employed by RGUHS during the then

immediately preceding one year, or assist any other person or entity in offering

employment to a person who is or was employed by RGUHS, during the then immediately

preceding one year, without the prior written consent of RGUHS.

2. Engage in any practice the purpose of which is to evade the provisions of this covenant not

to compete.

Subject to the provisions of the Contract, the parties agree both during the Term of this

Contract and after its expiry, to hold each other's Proprietary or Confidential Information in

strict confidence. The parties agree not to make each other's Proprietary or Confidential

Information available in any form to any third party or to use each other's Proprietary or

Confidential Information for any purpose, other than the implementation of and as

specified in this Contract and other than use by RGUHS and its affiliated colleges for

conduct of it’s business. Each party agrees to take all reasonable steps to ensure that

Proprietary or Confidential Information of either party is not disclosed or distributed by its

employees, agents or consultants in violation of the provisions of this Contract. Each party's

Proprietary or Confidential Information shall remain the sole and exclusive property of that

party. The provisions of this Section shall survive termination or expiration of this Contract

for any reason.

Neither party shall have any obligation with respect to Proprietary or Confidential Information

which:



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1. is or becomes generally known to the public by any means other than a breach of the

obligations of a receiving party;

2. is rightly received by the receiving party from a third party after the date hereof,

3. is independently developed by the receiving party without reference to information derived

from the other party; and

4. is subject to disclosure under court order or other lawful process.

ARTICLE 10. EQUITABLE RELIEF

10.1 Breach or violation

Each party acknowledges that the provisions and restrictions contained in this Contract are

necessary to protect the legitimate continuing interests of RGUHS and the Service Provider and

that any breach or violation thereof may result in irreparable injury and damage to the other

party. Accordingly, each party hereby agrees that, in the event of such breach, the other party

shall be entitled to seek relief as provided for under article 17 of this agreement relating to

Dispute Resolution

10.2 Protection clause:

1. The SP, by virtue of this MSA, will be privy to data, information, reports, etc. of RGUHS in

multiple forms. All such data, information, reports, etc. are highly sensitive, critical,

statutory and confidential in nature. The SP hereby undertakes to maintain utmost

confidentiality and security and shall bind all his employees engaged in servicing this MSA to

strictest confidentiality

2. Since the Service Provider will be handling sensitive data of RGUHS such as question bank,

database of students and faculties, mark sheets, degree details etc., it is mandatory on the

part of the Service Provider to protect the interest of RGUHS by ensuring strict compliance

of data security by deploying suitable Information security systems and policies. Necessary



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security measures including physical and electronic security measures should be put in

place as per industry standards and IT act/s as amended from time to time. Service provider

shall ensure all data related to the entire examination processes and EMS of RGUHS are

handled with strictest confidence during the tenure of the contract, and return all the data

and information of RGUHS and in possession of the Service Provider after termination of the

contract, failing which RGUHS shall have the right to take any action deemed fit and proper.

3. The SP shall demonstrate to RGUHS the security and control measures put in place to

ensure that the integrity and security of data, information, reports, certificates etc. of

RUGHS is not compromised. RGUHS shall have a right to conduct an expert third party audit

to satisfy itself on the adequacy of such control measures.

4. The SP shall be liable for breach of any such confidential information.

ARTICLE 11. TERMINATION AND TRANSFER

1. Force Majeure Event: On account of force majeure the Agreement shall stand terminated in

terms of Article F of this Agreement.

2. Material Breach. In the event that RGUHS believes that the Service Provider is in Material

Breach of its obligations under this Agreement, RGUHS may terminate this Agreement upon

giving a one month’s prior written notice to the Service Provider. Any notice served

pursuant to this Clause shall give reasonable details of the Material Breach, which could

include the following events and the termination will become effective:

a) If the Service Provider is not able to deliver the services as per the SLAs defined in RFP

which translates into Material Breach, then RGUHS will serve a thirty days written notice

for curing this Material Breach. In case the Material Breach continues, after the expiry of

such notice period, RGUHS will have the option to terminate this Agreement and invoke

the Performance Bank Guarantee.



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b) In the event that Service Provider undergoes a change of control, RGUHS may, as an

alternative to termination, require a full Performance Guarantee for the obligations of

Service Provider by a guarantor acceptable to RGUHS or its nominated agencies. If such

a guarantee is not furnished within seven (7) days of demand, RGUHS may exercise its

right to terminate this Agreement forthwith.

3. Obligations during Termination Period. During Termination Period, Service Provider shall,

continue to perform its obligations under this Agreement including and not limited to co-

operation and co-ordination with Replacement SP contracted by RGUHS, failing which the

Service Provider shall compensate RGUHS for any loss or damage occurred or suffered on

account of the underlying failure/breach. Even on termination of this Agreement, Service

Provider will be responsible for the continuity of the services during the Transition Period.

4. Effects of termination. In the event of the termination of this Agreement RGUHS shall have

right to invoke performance bank guarantee. Upon termination of this Agreement, the

Parties will comply with the Article 12 of this agreement relating to Exit Management.

ARTICLE 12. EXIT MANAGEMENT

1. At the end of the contract period, RGUHS shall have the option to take over the whole

project with all the project assets in working condition as per the prevailing architecture

subject to SP’s assurance that all the EMS and related services shall run for at least one year

without any alteration. Taking over the project means the complete transfer of project

assets installed and / or used for running the EMS, associated systems, manuals, training

resources and any other materials required to continue the project successfully by RGUHS.

However this does not include the source code, concept notes, and / or other IPR of the

Service Provider. Such transfer of EMS project related assets and services shall be at a

consideration and terms to be mutually agreed upon by the parties.



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2. Such handing / taking over shall commence at least three months prior to the expiration of

this contract with a formal procedure to be established and to be agreed between RGUHS

and the Service Provider four months prior to the expiration of this contract. The handing

over shall be in the best interest of RGUHS to ensure its continuity beyond the contract

period.

3. It is the responsibility of the Service Provider to ensure that the assets of the project are

free of lien or encumbrance while transferring the project assets to RGUHS and the Service

Provider shall give undertaking to this effect as part of the exit management terms

4. In the event of termination of the contract by either party before the expiry of the contract,

the assets shall be transferred to RGUHS on mutual consent, terms and for a consideration

agreed to by both parties. In such case, the Service Provider shall ensure that the assets are

free of lien or encumbrance before transfer of the same.

ARTICLE 13. INDEPENDENT CONTRACTOR RELATIONSHIP

It is acknowledged and agreed that Service Provider's relationship with RGUHS is at all times

hereunder an independent contractor. RGUHS shall have no authority over Service Provider's

internal business affairs and decisions. Service Provider shall have no authority to act on behalf

of, or legally bind RGUHS, and Service Provider shall not hold itself out as having any such

authority. This Contract shall not be construed as creating a partnership or joint venture.

ARTICLE 14. LIABILITY, WARRANTIES

1. Service Provider hereby warrants and represents that the Service Provider will provide the

services requested pursuant to this Contract in a workmanlike and professional manner;

Service Provider shall comply with all of its obligations under the contract; the results and

proceeds of Service Provider's services provided hereunder do not and will not infringe

upon the copyright, trademark or service mark rights of third parties; to the best of Service

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Provider's knowledge, the results and proceeds of Service Provider's services provided

hereunder do not and will not infringe upon the patent rights of any third parties. Service

Provider shall indemnify RGUHS of any such copyright, trademark or patent infringements

during the subsistence of the contract.

2. Further the Service Provider warrants and represents that he will provide minimum

guaranteed standard of services as per SLA so that examination functions of RGUHS are not

adversely affected either in quality, quantity or timelines of examination activities. On

account of acts of omission and commission by the Service Provider, if any financial losses

occur to RGUHS, then the Service Provider shall make good such financial losses, which

however shall not be more than the amount that would have been incurred by RGUHS

under normal circumstances during conduct of such examination processes for the specified

examination under consideration.

ARTICLE 15. INDEMNITY

1. RGUHS shall indemnify and hold Service Provider harmless against any and all liabilities,

losses, damages, judgments, claims, causes of action, and costs (including attorneys’ fees

and disbursements) which Service Provider may hereafter incur, suffer, or be required to

pay, defend, settle, or satisfy as a result of third party claims against Service Provider based

on or arising out of: (i) representations or warranties made by RGUHS to its affiliates,

associates or any third parties or (ii) RGUHS’s failure to comply with its obligations to them

under the scope of this contract. The Service Provider will be indemnified by RGUHS for any

and all issues raised by their colleges, faculties / staff, students and parents or any public

initiated litigations and / or claims.

2. The Service Provider shall indemnify and hold RGUHS harmless against any and all liabilities,

losses, damages, judgments, claims, causes of action and costs (including attorney’s fees

and disbursements) which RGUHS may hereafter incur, suffer, or be required to pay,

defend, settle or satisfy as a result of third party claims against RGUHS based on or arising

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out of (i) representations or warranties made by the Service Provider to its affiliates,

associates or any third parties or (ii) Service Provider’s failure to comply with its obligations

to them under the scope of this contract.

ARTICLE 16. MISCELLANEOUS

16.1 Access, Title And Insurance

RGUHS, its agents, employees and contractors who, in Service Provider's discretion, do not

pose a security risk to Service Provider personnel or property, shall be permitted access to

Service Provider Location(s) to be accompanied at all times by an Service Provider escort,

during normal business hours for the purpose of installing, operating, maintaining software or

data, after giving a reasonable advance notice to Service Provider, provided, however, that

RGUHS agrees to comply with Service Provider's security regulations and other local site

operating policies and procedures while on the Service Provider Network Location for these

express purposes. A reasonable advance notice as referenced above shall be provided as

follows: (a) a minimum of not less than [SEVEN] calendar days’ notice for the above said

purpose. The Service Provider shall arrange to get the insurance done at his own cost for all the

assets installed for the project and the beneficiary of the insurance claim, if any will be the

Service Provider or his assignee.

16.2 Severability

Whenever possible, each provision of this Contract will be interpreted in such a manner as to

be effective and valid under applicable law, but if any provision hereof is held by a court of

competent jurisdiction to be prohibited or invalid, such prohibition or invalidity shall not affect

the remaining provisions of this Contract. In the event a court of competent jurisdiction shall

determine and hold that the covenants contained herein are invalid or unenforceable for any

reason, the parties hereby request that such court reform the provisions hereof in a manner to

cause the covenants contained herein to be enforceable as closely as possible to the way in

which originally written.



May 2013 of 49

16.3 Counterparts

This Contract may be executed in any number of counterparts, each of which, when so

executed, shall be deemed to be an original, and all of which shall together constitute but a

single instrument.

16.4 Further amendments

The parties hereby agree to execute such other documents and perform such other acts as may

be reasonably necessary or desirable to carry out the purposes of this contract including

mutually agreeable amendments if any.

16.5 Notices

Any and all notices provided for herein shall be in writing and shall be considered as properly

given if delivered to the party or sent by registered post, courier, fax or email to the parties

hereto at the addresses set out below opposite their names or such other address or to the

attention of such other person as the party shall have specified by prior written notice. Any

notice under this Contract shall be deemed to have been given (a) if delivered in person, when

so delivered or refused; (b) if sent by facsimile or a reputed courier, [SEVEN] business days

following transmission or delivery to courier (as the case may be; or (c) if by registered or

certified mail, [SEVEN] days following deposit in the Mail; (d) if sent by email to the email id of

the person concerned.

16.6 Binding effect

This Contract shall bind and inure to the benefit of the parties, and their respective successors,

heirs and assigns.

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ARTICLE 17. DISPUTE RESOLUTION

Any dispute arising out of or in connection with this Agreement or the SLA shall in the first

instance be shall be brought to the Vice Chancellor, RGUHS for a speedy resolution.

1. Any unresolved dispute or difference whatsoever arising between the parties to this

Agreement out of or relating to the construction, meaning, scope, operation or effect of

this Agreement or the validity of the breach thereof shall be referred to a sole Arbitrator

to be appointed by the Vice Chancellor, RGUHS. The sole Arbitrator shall be a retired

Judge of a High Court of Karnataka. The provisions of the Arbitration and Conciliation

Act, 1996 will be applicable and the award made thereunder shall be final and binding

upon the parties hereto, subject to legal remedies available under the law. Such

differences shall be deemed to be a submission to arbitration under the Indian

Arbitration and Conciliation Act, 1996, or of any modifications, Rules or reenactments

thereof. The Arbitration proceedings will be held at Bangalore, India.

2. The arbitration shall be conducted in Bangalore, India. The arbitration shall be

conducted in English and all written documents used during the arbitration shall be in

English. The Award shall be speaking Award.

3. The parties agree that any decision for Award of any Arbitral Tribunal pursuant to this

clause shall be a domestic award and final, conclusive and binding upon the parties and

any person affected by it. The parties also agree that any arbitration award rendered

pursuant to this clause may be enforced by any court of competent jurisdiction.

4. During any period of arbitration, there shall be no suspension of this Agreement.

5. The parties specifically agree that any arbitration shall be pursuant to clause above.

6. This clause is governed by Indian Law.



May 2013 of 49

ARTICLE 18. ASSIGNMENT

The parties cannot assign this contract to any other entity or agency either in whole or in part

without agreeing to it in written form and as an amendment to this agreement and without

affecting the contractual obligations both parties have agreed under the scope of this MSA.

ARTICLE 19. SURVIVAL

The provisions of the Contract shall survive the termination of this Contract to the extent set

forth in such provisions including the arbitration clause, indemnity clause and equitable relief

clauses

ARTICLE 20. LEGAL DISCLAIMER

This contract entered between RGUHS and Service Provider contains the entire agreement and

understanding of the parties with respect to the subject matter hereof and supersedes and

replaces all prior discussions, agreements, proposals, understandings, whether orally or in

writing, between the parties related to the subject matter of this contract. If any provisions

hereof are deemed to be illegal or unenforceable by a court of competent jurisdiction, the

enforceability of effectiveness of the remainder of the contract shall be enforceable without

reference to the unenforceable provision.

IN WITNESS WHEREOF, the parties have executed this contract at Bangalore, Karnataka, India

with full knowledge of its content and significance which is intending to be legally bound by the

terms set out as aforesaid.

For RGUHS For XXXXXXXXXXXXXXXX



May 2013 of 49

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Registrar (Evaluation) Authorized Signatory

___

Name Name

Witnesses:

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ANNEXURES

20.1 ANNEXURE A

<< Request For Proposal for Examination Management System Volume I>>

20.2 ANNEXURE B

<< works contract>>



May 2013 of 49

20.3 ANNEXURE C

SERVICE LEVEL AGREEMENT

THIS SERVICE LEVEL AGREEMENT (hereinafter referred as “SLA”) is made on this the <XXX> day

of <XX> 2012 at <XXX>, India.

BETWEEN

i) The Registrar (Evaluation), Rajiv Gandhi University of Health Sciences having its office at,

4th 'T' Block, Jayanagar, Bangalore - 560 041, Karnataka represented by Shri<<Name>>

(hereinafter called as the “RGUHS”,)being the PARTY of the FIRST PART;

AND

ii) <<Company name with address>>, a company registered under Indian Companies Act,

1956 and having its registered office at [●] and having place of business at [●]

represented by Shri<<name with designation>>, who is authorized to sign, execute vide

a board resolution dated [●please insert] passed by its board of directors (hereinafter

called as “System Integrator”, “Service Provider”, or “SP”,) being the PARTY of the

SECOND PART).

Each of the parties mentioned above are collectively referred to as the ‘Parties’ and

individually as a ‘Party’.

WHEREAS:

a) RGUHS and Service Provider have entered into an Agreement called the Master Services

Agreement for providing Examination Management Services.



May 2013 of 49

b) RGUHS and Service Provider enter into this Service-Level Agreement (“Agreement/SLA”) on

the following terms.

NOW THEREFORE, in consideration of the mutual covenants, promises, assurances,

representations and provisions set forth herein, the Parties hereto agree as follows:

1. Definitions and Interpretations

a) Terms and expressions used in this Agreement (including the Introduction) shall have

the same meanings set out in MSA.

b) All Appendices and other attachments to this SLA are hereby incorporated as a part of

this SLA by this reference

c) This SLA shall operate as a legally binding services agreement specifying terms which

apply to the Parties and to the provision of the Services by the SP to RGUHS under this

SLA and the MSA.

d) SP will provide the Service Levels in accordance with the performance metrics as more

particularly described in Annexure A of this SLA. Further this SLA shall govern the

provision of the contracted professional services to RGUHS after the Effective Date.

2. Commencement and Duration of SLA

a) Service Provider is responsible for providing services as per the applicable Service Levels

effective from xxxx

b) The Service Levels being measured and monitored for the project will be the applicable

Service Levels during the contract period of MSA.



May 2013 of 49

3. Ambiguities within Agreement

In case of ambiguities or discrepancies within this Agreement, the following principles shall

apply:

a) as between two Clauses of this Agreement, the provisions of a specific Clause relevant

to the issue under consideration shall prevail over those in a general Clause;

b) as between the provisions of this Agreement and the Schedules, the Agreement shall

prevail, save and except as expressly provided otherwise in the Agreement or the

Schedules; and

c) As between any value written in numerals and that in words, the value in words shall

prevail.

4. Priority of agreements

The Parties hereby expressly agree that for the purpose of giving full and proper effect to this

Agreement, the MSA and this Agreement shall be read together and construed harmoniously.

In the event of any conflict between the MSA and this Agreement, the provisions contained in

the MSA shall prevail over this Agreement.

Apart from the provisions as set out hereinabove, the terms and conditions stated in the MSA

shall apply mutatis mutandis to this SLA. In the event of a conflict in interpretation of any

Article in the MSA and the SLA, the provisions of the MSA shall prevail.

5. TERMS OF PAYMENT AND SERVICE CREDITS AND DEBITS



May 2013 of 49

a) In consideration of the Services and subject to the provisions of the MSA and this SLA,

RGUHS shall pay the charges and the service credits to the Service Provider in

accordance with the Terms of Payment Schedule of the MSA.

b) It is clarified here that RGUHS can also calculate a financial sum and debit the same

against the terms of payment as defined in the Terms of Payment Schedule of the MSA

as a result of the failure of the Service Provider to meet the Service Level under the

affected SLA, such sum being determined in accordance with the terms of the SLA.

IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED AND DELIVERED THIS AGREEMENT AS

OF THE DATE FIRST ABOVE WRITTEN.

SIGNED, SEALED AND DELIVERED

For and on behalf of the Service Provider

by:

SIGNED, SEALED AND DELIVERED

For and on behalf of RGUHS through:

(Signature)

(Name)

(Signature)

(Name)



May 2013 of 49

(Designation)

(Address)

(Fax No.)

(Designation)

(Address)

(Fax No.)

In the presence of:

1.

2.

Request For Proposal for Examination Management System Confidential Volume II

Rajiv Gandhi University of Health Sciences of 49

Annexure A to SLA: Service Levels Applicable

1. Introduction

This Annexure describes the service levels to be established for the Services offered by the SP

to RGUHS. The SP shall monitor and maintain the stated service levels to provide quality

service to RGUHS.

2. Definitions

a. “Scheduled Maintenance Time” shall mean the time that the EMS is not in service due

to a scheduled activity. Scheduled maintenance time is planned downtime of services

with the prior permission of RGUHS, during non-business and non-mission critical

duration and non-mission critical activities. The Scheduled Maintenance time within 10

hours a month as agreed shall not be considered for SLA Calculation.

b. “Scheduled operation time” means the scheduled operating hours of the System for

the month. All scheduled maintenance time on the system would be deducted from



the total operation time for the month to give the scheduled operation time. The total

operation time for the EMS and services will be 24X7X365. The total operation time for

the EMS and services located at RGUHS and its affiliated college shall be the business

hours of RGUHS.

c. “Mission critical duration” means the hours and days during which period the

operation time of EMS and services shall be 24X7X365 i.e., without any interruption.

d. “Mission critical activities” means those activities that must take place as per the

scheduled time and days prescribed by RGUHS without any interruption.

e. “System or Application downtime” means accumulated time during which the EMS

and services are totally available within the Scheduled Operation Time but outside the

scheduled maintenance time and measured from the time RGUHS and/or its

employees, and/or its stakeholders, and the managed services personnel of the SP log



a call with the Service Provider team of the failure or the failure is recorded in the

Automated Tool to the time when the System is returned to proper operation.

f. “Availability” means the time for which EMS and services are available for conducting

operations on RGUHS system including application and associated infrastructure.

Availability is defined as:

{(Scheduled Operation Time – System Downtime) / (Scheduled Operation Time)} * 100%

g. “Incident” refers to any event / abnormalities / disruption in the functioning of the

EMS infrastructure and Services that may lead to disruption in normal operations of

RGUHS.

3. Measurement and Monitoring

a. The SLA parameters shall be monitored on a monthly basis as per the individual SLA

parameter requirements. However, if the performance of the system/services is

degraded significantly at any given point in time during the Agreement and if the

immediate measures are not implemented and issues are not rectified to the complete

satisfaction of RGUHS or an agency designated by them, then RGUHS will have the right

to take appropriate disciplinary actions including termination of the Agreement.



b. Overall Availability and Performance Measurements will be on a monthly basis for the

purpose of Service Level reporting. An “Availability and Performance Report” will be

provided by the Service Provider on monthly basis in RGUHS suggested format and a

review shall be conducted based on this report. A monthly Availability and

Performance Report shall be provided to RGUHS at the end of every month containing

the summary of all incidents reported and associated Service Provider performance

measurement for that period. The monthly Availability and Performance Report will be

deemed to be accepted by RGUHS upon review and signoff by both Service Provider

and RGUHS or RGUHS designated Agency.

c. The Automated SLA tracking tool shall play a critical role in monitoring the SLA

compliance and hence will have to be operationalized and customized by the SP

accordingly. The 3rd party testing and audit of the system shall put sufficient emphasis

on ensuring the capability of The Automated SLA tracking tool to capture SLA

compliance correctly. The selected Service Provider (SP) must deploy The Automated

SLA tracking tool and develop additional scripts (if required) for capturing the required

data for SLA report generation in automated way. This tool should generate the SLA

Monitoring report at the end of every month which is to be shared with RGUHS on a



monthly basis. The tool should also be capable of generating SLA reports at the end of

every exam session.

d. RGUHS or its nominated agency shall have full access to the Automated SLA tracking

tool (and any other tools / solutions deployed for SLA measurement and monitoring) to

extract data (raw, intermediate as well as reports) as required during the project.

RGUHS or its nominated agency will also audit the tool and the scripts on a regular

basis.

e. The measurement methodology / criteria / logic will be reviewed by RGUHS.

f. Wherever, the measurement is through a client setup at DC / DRC, remote access to

the client should be available at RGUHS-HQ. In addition, remote access should be

provided at RGUHS-HQ, its other locations (e.g., Valuation centres) for all The

Automated SLA tracking tool data and logs.

g. In case of default on any of the service level metric, the SP shall submit performance

improvement plan along with the root cause analysis for RGUHS’s approval.



4. Annual Reviews

a. During the Agreement period, it is envisaged that there could be changes to the SLA, in

terms of measurement methodology / logic / criteria, addition, alteration or deletion of

certain parameters, based on mutual consent of both the parties, i.e. RGUHS and SP.

b. RGUHS and SP shall each ensure that the range of the Services under the SLA shall not

be varied, reduced or increased except by the prior written agreement of RGUHS and

SP.

c. The SLAs may be reviewed on an annual basis by RGUHS in consultation with the SP

and other agencies.

5. Penalties

a. SP is expected to provide the following service levels. In case these service levels

cannot be achieved at service levels defined in the tables below, RGUHS shall invoke

the performance related penalties. Payments to the Service Provider are linked to the

compliance with the SLA metrics laid down in the tables below.



b. The penalties will be computed and calculated as per the computation explained in

Annexure A of the SLA.

c. Payment to the SP is linked to the compliance with the SLA metrics during the invoicing

period.

Note: Penalties shall not be levied on the successful Bidder in case of a force majeure event

affecting the SLA which is beyond the control of the successful Bidder



Service Level Requirements for EMS for Every Exam Session/Semester

List of

Services

1. Hall ticket and stickers generation

2. Printing of Question Papers at examination centres

3. Scanning of answer books

4. Evaluation of digitized answer books

5. Results processing

6. Certificates and Mark sheets generation and printing of certificates in the

stipulated.

Note:

Printing availability refers to the time slot (window) when the question papers

are to be printed.

Scanning of answer books refers to the answer books to be scanned and make

available for digital evaluation at the evaluation centres or otherwise as in

MSA.

Service Being mission critical activities, there is zero tolerance in delay, quantity and



Level

Agreement

Parameter

quality of service delivery of the following:

SLA 1. Hall tickets and stickers should be generated and printed within 7 days

from the date of receipt of eligible candidates’ details from RGUHS

SLA 2. Printing of required number of Question Papers at each examination

centre shall be completed 30 minutes prior to the commencement of exam,

for every examination.

SLA 3. Scanning of answer books meant to include the following

a. Scanning shall commence within 1 working day from the time

RGUHS hands over the answer books to SP.

b. Scanning shall be completed within 15 days from 5th

day of the start

of each exam session.

c. Zero mutilation of answer books during scanning, till return to

RGUHS.

d. Digitization of answer books at 200 dots per inch resolution or

higher as required to ensure clear legibility of all images and script

in the answer books.

e. The digitized answer books shall be available for evaluation at the

evaluation centres or on a mobile or remote access basis as

prescribed by RGUHS.



SLA 4. Evaluation of digitized answer books shall be completed within 15 days

from the last exam of each exam session and shall include provision of the

following :

a. Adequate number of evaluation centres in each city

b. Adequate IT and non-IT infrastructure and amenities at each

evaluation centre to ensure uninterrupted availability of the

digitized answer scripts to evaluators

c. Mobile or remote access as prescribed by RGUHS

SLA 5. Results processing shall be completed within 5 days from receipt of all

marks i.e., theory, practicals, viva voce and any other exam formats

prescribed by RGUHS.

SLA 6. Certificates and Mark sheets shall be generated and printed within 10

days from the date of receipt of list of eligible candidates from RGUHS

Penalty for

not meeting

Service

Level

Agreement

Parameter

SLA 1, 3, 4, 5 & 6 – For each of these SLA Numbers, the penalty will be

imposed based on number of days delayed, subject to maximum limit of 7% of

total exam session bill, as decided by RGUHS officials.

The penalty shall be applicable as below:

A. Delay by 2 days: 2% of billing value of the number of affected

students



B. Delay between 3 to 5 days: 5% of the billing value of the number of

affected students

C. Delay of between 5 to 7 days: 10% of the billing value of the number of

affected students

D. Delay beyond 7 days: Breach of Contract

SLA 2 - The penalty will be imposed based on number of minutes delayed,

subject to maximum limit of 10% of total exam session bill, as decided by

RGUHS officials

The penalty shall be applicable as below:

Delay upto 15 minutes: 2% of the billing value of the number of affected

students

A. Delay between 15 to 30 minutes: 5% of the billing value of the number

of affected students

B. Delay of between 30 to 40 minutes: 10% of the billing value of the

number of affected students

C. Delay beyond 40 minutes: Breach of Contract



Witnesses:

1 2.

Witnesses:

2 2.



20.4 ANNEXURE D

<<Roles of Parties>>

20.5 ANNEXURE E

<<Detailed commercial and payment terms>>



20.6 ANNEXURE F

Force Majeure Events

1. Neither Party to this Agreement or to the SLA shall be liable to the other for any loss or

damage which may be suffered by the other due (directly) to the extent and for the

duration of any cause beyond the reasonable control of the Party unable to perform

("Force Majeure") events such as but not limited to acts of God not confined to the

premises of the Party claiming the Force Majeure, flood, drought, lightning or fire,

earthquakes, strike and lockouts (but not limited to the establishment of SP), acts of

government, war, terrorist activities, military operations, riots, epidemics, civil

commotions etc. No failure, delay or other default of any contractor or sub-contractor

to either Party shall entitle such Party to claim Force Majeure under this Article.



2. The Party seeking to rely on Force Majeure shall promptly, within 2 days, notify the

other Party of the occurrence of a Force Majeure event as a condition precedent to the

availability of this defence with particulars details in writing to the other Party and shall

demonstrate that it has and is taking all reasonable measures to mitigate the events of

Force Majeure.

3. In the event the Force Majeure substantially prevents, hinders or delays the SP's

performance of Services necessary for the operation of RGUHS's critical business

functions for a period in excess of 5 days, RGUHS may declare that an emergency

exists. RGUHS will issue a notice to the SP to resume normal services at all affected

sites and for all operations within a period of seven days. In the event that the SP is not

able to resume services within next 7 days, RGUHS may terminate the Agreement

and/or obtain substitute performance from an alternate supplier. However, the event

of Force Majeure is to be reviewed under two categories i.e. prior to commencement

of operations and post commencement of operations respectively.

4. Prior to commencement of operations



5. If the event of Force Majeure occurs prior to commencement of operations and

continues for a period in excess of five days, then RGUHS will grant a period of 7 days

to the SP to resume normal services under this Agreement. In case the default

continues, then RGUHS may discuss the issue with the SP and revise the existing

timelines for the Project. If the SP, does not complete the Project Implementation in

accordance with the revised timelines, RGUHS will have the option to invoke the

Performance Guarantee and/or terminate this Agreement.

6. Post commencement of operations

7. If the event of Force Majeure post commencement of operations and continues for a

period in excess of five days, then RGUHS will grant a period of 7 days to the SP to

resume normal services under this Agreement. In case the default continues, RGUHS

may grant an extension of time to the SP for rectifying the situation. However, RGUHS

will deduct for each day of the extension period a percentage of the payment due from

the next payable amount as estimated by the independent project monitoring agency

appointed by RGUHS. If there is any further delay despite the extended period, RGUHS

will have the option to invoke the Performance Guarantee and/or terminate the

Agreement.



8. All payments pursuant to termination due to Force Majeure event shall be in

accordance with the Terms of Payment Schedule.

9. Notwithstanding the terms of this Article, the failure on the part of the SP under the

SLA or Scope of Work to implement any disaster contingency planning and back-up and

other data safeguards in accordance with the terms of the SLA or Scope of Work

against natural disaster, fire, sabotage or other similar occurrence shall not be an event

of Force Majeure.



20.7 ANNEXURE – G

Bill of Materials

Indicative list of IT infrastructure, Systems and Services, including Disaster Recovery Systems

and location

The actual specification and quantity of the hardware, software and other IT assets may be

decided by Service Provider depending on the Technology deployed by him at the time of

finalizing Design Specifications in consultation with RGUHS. The system installed must have

adequate back up and redundancy to recover from any failure or malfunction so as to ensure

performance to SLA. It is the responsibility of the Service Provider to ensure suitable

hardware, software and other accessories are installed at the project locations in order to

ensure delivery of the contracted quantity and quality of services.

The indicative list of assets and locations where there are to be installed by the Service

Provider shall be submitted to available to RGUHS after deciding on the project requirements.

The final list of assets and locations of the IT infrastructure shall be shared with RGUHS at the

time of commencement of the project. Any changes in the specifications, quantities and

locations of the systems installed will be brought to the notice of RGUHS as and when such

changes are made by the Service Provider.

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