tender ref.no. cdotb/tender/2020-21/001 time schedule for ... · 5.1 onsite support is for...

CDOTB/TENDER/2020-21/001 - Selection of Agency for IT infrastructure O&M Services

TENDER INVITATION Selection of Agency for IT infrastructure O&M Services

TENDER REF.No. CDOTB/TENDER/2020-21/001 Time Schedule for Tender Process

Tender Process Date & Time

Published Date 09-04-2020 11 : 00 Hrs

Bid Document Download / Sale Start Date 09-04-2020 11: 00 Hrs

Clarification Start Date 09-04-2020 11 : 00 Hrs

Clarification End Date 20-04-2020 14 : 00 Hrs

Pre bid meeting Date 21-04-2020 11 : 00 Hrs Onwards

Bid Submission Start Date (Online) 23-04-2020 11 : 00 Hrs

Bid Submission End Date (Online) 08-05-2020 14 : 00 Hrs

Bid Opening Date-Technical (Online) 09-05-2020 14 : 30 Hrs Onwards

Bid Opening Date-Financial (Online) Will be intimated Later

Bid Validity 180 Days

Note :

1) The above mentioned Date & Time will be strictly adhered to.

2) In case the date of opening of the Tender happens to be a holiday,

then, the Tender bids will be opened on the next working day at the

same time and place.

3) The Venue for Pre-Bid Meeting, shall be at our “C-DoT Campus,

Electronics City, Phase-I, Hosur Road, Bangalore–560100” or through

Video Conference.

4) Any change in the above schedule shall be updated at our Website

only.

5) Any Pre-Bid Clarifications/Amendments to the Tender Specifications/

Date of Opening, Corrigendum, etc., will be uploaded only on our

Website: www.cdot.in. & on CPP Portal https://

eprocure.gov.in/eprocure/app

6) The Bidders are advised to check the Website before submitting the

Tender.

This Tender document contains “35” pages including Annexures.

Website : CPP Portal https://eprocure.gov.in/eprocure/app www.cdot.in

Email : [email protected]

C-DoT GST No. Bangalore–29AAATC3895K1Z7 & Delhi–07AAATC3895K1ZD

http://www.cdot.in/

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

http://www.cdot.in/



TENDER REF.No. CDOTB/TENDER/2020-21/001

Details of Tender Fee, EMD, Security Deposit/Bank Guarantee

Details Amount (Rs.)

Tender Fee Rs.1,050/- (Rupees One Thousand and Fifty

only), inclusive of GST@5%

EMD Rs.50,000/- (Rupees Fifty Thousand only)

Security Deposit /

Performance Bank Guarantee

Rs.3,00,000/- (Rupees Three Lakhs only)

Note :

1) Tender Fee & EMD - The cost of the “Tender Fee” towards Tender Document & EMD amount has to be paid through NEFT as per the

Bankers details below :

Centre for Development of Telematics

CANARA BANK ELECTRONIC CITY BRANCH

PLOT NO.VI-R22, PHASE -I, TATA BP SOLAR ROAD, ELECTRONIC CITY

BANGALORE-560 100 A/C NO. 3006101000617 IFSC : CNRB0003006

MICR : 560015148

There is no exemption from payment of the Tender fee.

2) EMD may be exempted in case of Government Bodies/PSUs & SSI

organizations/SME/MSME (on production of relevant proof only).

3) Security Deposit/Performance Bank Guarantee (Should be submitted by

the successful Agency after award of Contract within 02 weeks).

4) “Acceptance of Contract” should be communicated within 2 days from

the date of award of contract

5) Tender Acceptance Letter(TAL) as per Annexure – D to be signed and

uploaded along with the Technical bid.

Website : www.cdot.in

Email : [email protected]

C-DoT GST No. Bangalore–29AAATC3895K1Z7 & Delhi–07AAATC3895K1ZD

http://www.cdot.in/




CONTENTS

Sl. No Particulars

Abbreviations

1. Introduction

2. Guidelines for Submission of Offers

3. Eligibility Criteria for Agency

4. Requirements for Onsite Engineer

5. Scope of Work

6. Responsibility of the Agency

7. Tender Terms & Conditions

8. General Terms & Conditions of the Tender

9. Earnest Money Deposit (EMD) & Performance Bank Guarantee (PBG)

10. Price and Validity

11. Duration of the Contract

12. Statutory Obligations

13. Termination of the Contract for Default

14. Other service conditions

15. Penalty

16. Payment Schedule & Terms

Annexure – A Details of Tender fee and EMD

Annexure – B Agency Details

Annexure - C Commercial details

Annexure – D TAL- Tender acceptance Letter

Annexure – E Performance bank guarantee format

Annexure – F NDA format


ABBREVATIONS

AAI Airport Authority of India

BOQ Bill of Quantity

CCNA Cisco Certified Network Associate

C-DOT Centre for Development Of Telematics

CED Contract End Date

CPP Central Public Procurement

CSD Contract Start Date

EMD Earnest Money Deposit

FM Field Management

GST Goods and Services Tax

IP Internet Protocol

KYE Know Your Employee

MPR Monthly Performance Reports

NDA Non-Disclosure Agreement

NMS Network Management Solution

O&M Operation & Maintenance

PBG Performance Bank Guarantee

PO Purchase Order

TAL Tender Acceptance Letter




1.0 INTRODUCTION

1.1 C-DOT, a Government of India R&D organization(Autonomous), engaged in developing Telecom Technology and Products, invites On-

line bids from prospective, reputed and experienced bidders (facility Management Agency) to quote for onsite support for C-DOT’s client at Airport Authority of India (AAI) Kolkata.

2.0 GUIDELINES FOR SUBMISSION OF OFFERS

2.1 C-DOT, Bangalore invites e-bids from eligible bidders through e-Procurement CPP portal on TWO BID SYSTEM. Therefore, separate TECHNICAL and COMMERCIAL/FINANCIAL BIDS are to be

submitted on-line by the interested Bidders.

2.2 Technical Bid for the above Tender, should consist of the following:

a) The cost of the “Tender Fee” towards Tender Document. The

same has to be paid through NEFT as per the Bankers details provided below:

Centre for Development of Telematics CANARA BANK ELECTRONIC CITY

BRANCH PLOT NO.VI-R22, PHASE -I, TATA BP SOLAR ROAD,

ELECTRONIC CITY BANGALORE-560 100 A/C NO. 3006101000617

IFSC : CNRB0003006 MICR : 560015148

b) Earnest Money Deposit (EMD) by means of NEFT OR relevant EMD Exemption Certificate on production of relevant proof only.

c) Agency details and other relevant details as per Annexure -B

d) Tender Acceptance Letter(TAL) as per Annexure – D e) Non-Disclosure Agreement(NDA) as per Annexure - F

2.3 Commercial Bid for the above Tender, should consist

Commercial/Financial Bid duly filled as per the BOQ.


2.4 The Technical Bids shall be opened first and shall be evaluated

technically. The Commercial Bid of the technically accepted Bidders shall be opened, the date of which shall be notified to the technically qualified Bidders.

2.5 LAST DATE & TIME OF RECEIPT OF COMPLETED TENDERS:

Tenderers must ensure that Bid/Offer is uploaded on the CPP Portal well within time before the set deadline/time & date. C-DOT will not give any

date extension due to any difficulty in uploading due to server related issues (for Date & Time, Please refer Page-1).

2.6 Tender Bid should be addressed to : The Purchase Department

Centre for Development of Telematics Electronics City, Phase-I, Hosur Road, Bangalore–560100.

2.7 DATE and TIME OF TECHNICAL BID OPENING: For Date & Time, please refer Page-1.

2.8 Commercial Bid Opening: The date will be intimated subsequently to only technically qualified Bidders.

2.9 Tender Bid should be submitted through on-line only. a) Manual submission of the Bids are not accepted.

2.10 A Pre-Bid meeting would be conducted at C-DOT Bangalore (for Date &

Time, please refer Page-1).

a) All queries to be raised in the Pre-Bid meeting, shall reach C-DOT through e-mail only as per the details mentioned on Page-1.

b) No query shall be entertained after the above said date and time.

c) A maximum of 02 Authorized representatives shall be allowed to attend the Pre-Bid meeting.

d) In the event of no such clarification sought, it will be deemed that the Bidders have understood the parameter / requirement indicated / enunciated / described completely and are complying

with the same at the time of submission of the bid. The Bidders may also note that no request for clarifications will be entertained after the above date. The replies to Pre-Bid queries shall be

uploaded on our website & CPP portal within two working days from the date of the Pre-Bid meeting.

e) Incase, any bidder is unable to participate in person for pre-bid

meeting(due to COVID-19 lockdown), then we can take on Videocall or any other appropriate mode with prior intimation.

2.11 Bidders are requested to study the terms and conditions of the Tender

carefully and then submit their Tenders accordingly. Any Bid received against this Tender and any contract resulting from this Tender shall be governed by the terms and conditions indicated in the Tender document

and the Bidder quoting against this Tender shall be deemed to have


read, understood and accepted the same.

2.12 Technical and Commercial Bid must be submitted giving complete

details with supporting documents as sought in “Annexures-A & B”.

2.13 Bids, which do not comply with the conditions laid down in the Tender document, are liable to be rejected. No counter terms and conditions shall be entertained.

2.14 Any family member/s of C-DOT staff is/are not eligible to participate in

the Tender.

2.15 The feedback of the clients of the Tenderer will also be an important factor to technically shortlist the agency.

2.16 Canvassing in connection with tenders is strictly prohibited and the

tenders submitted by the agency who resort to canvassing will be liable to rejection.

3.0 ELIGIBILITY CRITERIA FOR AGENCY All proofs relevant to this eligibility criteria to be filled in Annexure B

3.1 Minimum Experience in doing Facility Management / manpower outsourcing 3 years in this field

3.2 Agency to list all the Facility Management projects executed in Government or PSU or MNC organization prior to this along with the

Value of the project in this field. References to be given for each project - Specify all projects executed.

3.3 Agency should have at least one running similar contract in Govt/PSU/or

any MNCs organizations in this field with equivalent or greater value.

3.4 Satisfactory testimonial from the existing contract needs to be attached

along with contact details.

3.5 Minimum of 10 nos of onsite engineers deputed in similar roles by the agency in these field as on the date of bidding should be available in

their pay roll.

3.6 Agency should have atleast One Crore yearly turn over. The track

record should be demonstrated atleast 2 times in the last 3 years period. Certified balance sheet to be enclosed.

4.0 Requirements for Onsite Engineers

4.1 No. Of Engineers (to be on roll at any given time): 4

4.2 Qualification & experience :

Site engineer must be an Engineering Graduate,

B.E/B.Tech/M.E/M.Tech in ECE/CSE domain with CCNA certificate

or MCA with CCNA certificate Minimum 3 years hands on experience in Networking, DB and

OS administration is preferable requirement.

4.3 Experience : 3 Years


4.4 Duration of Support : 5 Years

4.5 Support Required for : 24x7x365

5.0 SCOPE OF WORK

5.1 Onsite Support is for C-DOT’s client AAI- Kolkata C-DOT intends to engage a facility management agency that will deploy

its engineers at AAI, Kolkata for a period of 5 Years. The Agency will deal with C-DOT for all its administrative communication. AAI, Kolkata will interact with the deployed Engineers for day-today operations. As

part of this engagement the Software solution will be supplied by C-DOT and the deputed engineers should manage the AAI Network with C-DOTs solution.

The details of this engagement are as listed in point 5.2 below

5.2 Bidder has to deploy certified Engineer in each shift (Total four

manpower that cover 24X7X365 in a shift manner) to support,

manage, monitor and maintain entire proposed network of the Kolkata AAI on 24X7X365 basis.

The onsite engineers should be an engineering graduate with

good technical skill and technically efficient for configuration and troubleshooting Network Elements/Devices deployed in the entire Network and have a full in-depth knowledge of NMS/EMS

Applications software. The deputed resources (onsite Engineer) should manage and

maintain Network including functional level support &

troubleshooting of issues. Onsite Engineer is responsible for trouble shooting and fixing any

problem arising out of all Network.

Patches should be deployed and bugs should be fixed as per the requirement and should comply with the guidelines and audit policy whenever required.

C-DOT reserves the right to claim change in resource based on the performance of the resources and feedback received from AAI on the deputed onsite engineer.

5.3 Onsite engineers shall be stationed at AAI premises in Kolkata during

the contract period on 24X7X365 basis


5.4 The deputed personnel will be employed by the selected Agency on their

payrolls without having any employment right with the AAI-Kolkata/ C-DOT. Moreover, deployed personnel will not have any right whatsoever to lodge claim of any nature directly or indirectly with the AAI- Kolkata /

C-DOT and it would be responsibility of selected Agency to address such issues internally (or by involving C-DOT) without involving the AAI- Kolkata. The deputed persons have to maintain the utmost secrecy &

confidentiality of the AAI data including process performed at the AAI premises.

5.5 Necessary stand-by arrangements have to be made during the absence of any regular staff on account of leave or any other reason. Whenever required, standby resources with similar profile shall have to be

arranged from a separate pool i.e. the standby resource should not be taken from the pool of resources already deployed at AAI- Kolkata. The standby resource offered by the bidder should be familiar with AAI’s

architecture. Prior approval of standby arrangement shall have to be taken from C-DOT/AAI- Kolkata. If replacement resource is not provided in absence of resident engineers, C-DOT will levy penalty as per Penalty

clause mentioned in this document.

5.6 Frequent change of staff will not be accepted. In case of unavoidable

circumstances, change of staff must be done in consultation with C-DOT/AAI- Kolkata.

5.7 Service provider and all the deployed staff members will be required to sign a declaration form as per AAI’s IT security policy or any other similar guideline.

5.8 Staff members deployed by the Agency will be subjected to the

discipline, office decorum and etiquette's as applicable to any other staff member of the AAI.

5.9 Agency has to provide uniform that include Trouser, Shirt & Formal

Shoes (preferably Black color) to the onsite Engineer deployed in AAI at their own cost.

5.10 Deployed Onsite Engineer have to make their own arrangement of: Transportation (including in case of night shift or late sitting

in the office).

Lunch/snacks/breakfast etc.

5.11 The shortlisted bidder shall submit complete details of Personnel to be deployed at AAI. The bidder shall carryout due-diligence, background verification and submit referral check including Police verification for all

their personnel deployed at AAI. C-DOT reserves the right to accept/reject the proposed personnel.

5.12 Bidder should submit the Know Your Employee (KYE) documents of the engineers employed.


5.13 C-DOT reserves the right to continue/renew the resident engineers

based on their performance and feedback received from AAI. In case of non-satisfactory services, C-DOT reserves the right to terminate his/her services by giving 30 days’ notice period to bidder.

6.0 RESPONSIBILITIES OF THE AGENCY:

6.1 Initial scrutiny of Resumes whether the candidates are suiting the requirements of the Work Order to be done by the agency before

sharing it with HR for scheduling the interviews.

6.2 Scrutinized resumes to be shared with C-DOT HR-Representative. and

interview schedule to be decided mutually between C-DOT HR and agency/candidates by written mail.

6.3 Agency to ensure candidates attendance of interview (through ZOOM/ VC) strictly according to the prefixed timings and the candidates should

be informed of their salary break-up and contract duration for which they will be hired.

6.4 Offer letter to be issued by the agency strictly after receipt of interview minutes and the offer letter must mandatorily mention the salary details and the contract duration for which the candidate is hired. Open ended

offer letter is not acceptable. . A Copy of the Offer Letter must be sent to C-DOT for verification and record-keeping purposes.

6.5 The selected candidate must compulsorily bring the offer letter and two photographs on the day of joining to facilitate joining formalities at

Kolkata AAI office. Also, the agency must ensure that a copy of the PF/ESI/ any other mandatory statutory compliances/forms/declarations of the deputed personnel is shared with C-DOT.

6.6 The candidate should strictly maintain discipline and strictly comply with

the work requirements otherwise C-DOT shall reserve the right to cancel his work contract with C-DOT by giving 30 days’ notice and replacement should be provided within 10 working days after going through the

interview formalities.

6.7 The Agency should ensure that salary is paid within 4 days from the

date of sharing the Monthly Performance Reports (MPRs) by C-DOT-HR, or by 7th of every month whichever is earlier. It is mandatory to issue salary slip along with salary every month. The MPRs (certified by AAI

Personnel) issued by C-DOT-HR will be final.

6.8 The Agency should ensure that none of the personnel deployed by the agency should follow-up with C-DOT, HR for their salary and salary slip unless the agency delays in releasing the salary.

6.9 Name, mobile number and email ID of contact person for the contract along with escalation matrix to be shared by agency.


6.10 The agency is bound to reply to all emails addressed to them and respond with necessary details within a day.

6.11 Based on Monthly Performance Reports and attendance detail, the agency has to submit the monthly bills with the following details: a) Agency Bank detail

b) Agency GST Number and C-DOT Bangalore GST number has to be mentioned. c) The list of UAN numbers and ESI numbers of each personnel for

whom the bill has been raised alongwith proof of payment i.e PF and ESI challan. If insurance coverage is given the policy detail to be

shared with a declaration from the insurance agency that these personnel are covered. d) Consolidated salary statement with individual break-up.

7.0 TENDER TERMS AND CONDITIONS

7.1 The Agency/ bidder should be registered under Companies Act / Registrar of Firms/ or similar authority. The Agency should have

exposure in the similar nature of jobs and should have thorough knowledge of all related Rules/ Acts etc.

7.2 The Agency/bidder should hold valid license issued by appropriate statutory authorities for carrying out such contracts.

7.3 The details listed above in section 3 should be separately enclosed with the Technical Bid along with Agency details as laid out in “Annexure-B”.

a. The Agency/bidder failing to meet these criteria or not submitting the requisite supporting proof as specified in “Annexure-B” is liable to be rejected during preliminary scrutiny.

7.4 The Bidder should Pay Tender Fee (for details, please refer Page-2)

and submit the same along with the Technical Bid. a) Bids without Tender Fee shall be rejected outrightly. b) There is no exemption from payment of the Tender fee.

c) The Tender fee is non-refundable.

7.5 C-DOT reserves the right to reject/accept any or all the Tender(s)

without assigning any reason whatsoever. The decision of C-DOT shall be final and non-questionable

7.6 C-DOT reserves the right to award the contract to deserving parties either in full or in parts. The decision of C-DOT shall be final and binding.

7.7 C-DOT alone reserves the right to terminate the contract without

assigning any reason whatsoever after giving three months’ advance notice to the Agency.


7.8 The Bids should be complete in all respects as per section 2.2 & 2.3,

incomplete bids shall be summarily rejected.

7.9 Any falsification/suppression of information could lead to the disqualification of the Bidder.

7.10 Any Bidder found influencing, canvassing in any form or intimidating other Bidders/Tender process is liable for disqualification.

7.11 The Bidders are advised to read and understand all the technical and

financial implications of all the terms and conditions of the Bid, understand the magnitude of the job involved before submitting their Bid. Clarifications with respect to the Tender may be sought before the

pre-bid meeting for submission of Tender Bids and it may be noted that C-DOT is not responsible for any delay whatsoever.

7.12 Where the Bidder makes counter terms and conditions of business, the Tender shall not be deemed responsive, unless C-DOT in its discretion, may give specific written acceptance thereof.

7.13 The payments to the successful Bidders are subject to all statutory deductions, e.g. deduction of Income Tax at source as are applicable at

the time of payment.

7.14 The Agency shall be governed by C-DOT's Terms & Conditions of Tender

document and as per the terms of the contract awarded to the Agency. In case of any discrepancy in between the above, the latter document shall prevail.

7.15 The awarded Agency or their authorized representative has to attend a meeting, as and when required by C-DOT.

7.16 The Tender submitted should be valid for acceptance by C-DOT at least

for a minimum period of six months from the closing date of the Tender.

7.17 For the purpose of comparison of the rates, conditional discounts, if

any, offered shall not be taken into account. However, C-DOT reserves the right to avail of the same as part of award of the contract.

7.18 The bill raised to C-DOT after rendering the services shall be subject to statutory levies like GST, TDS, etc.

7.19 The Commercial bid from tendering agency quoting wages less than the Minimum Wages of the respective skill category as per notification from

Central Government against respective categories of the required manpower shall be liable to be disqualified.

7.20 L1 Tenderer will be decided as per the total value of the overall contract for a period of 5 years based on the Total cost provided in the

BOQ (Annexure-C).


8.0 GENERAL TERMS AND CONDITIONS OF TENDER

8.1 The successful bidder shall provide an “Acceptance of Contract” as per the format provided by C-DOT

8.2 The successful agency/bidder should commence the services within “02 weeks” from the receipt of the award of contract or from the date as decided by C-DOT and this will be binding on the Agency.

8.3 The agency should provide the requisite particulars of all the personnel

proposed to be posted at AAI, Kolkata in advance and only on approval from C-DOT representative, they can be posted.

8.4 The candidates will be first shortlisted by the Agency as per the Tender requirement. The shortlisted candidate will be approved by C-DOT

representative before deployment. Immediate replacement has to be provided in case of any rejection.

8.5 The Agency will solely be responsible for conduct and behavior of his personnel and any loss or damage to the AAI’s property due to the conduct of his personnel shall be made good by the Agency.

8.6 In the event of theft, pilferage or damage to the AAI’s property by the

personnel posted by the Agency, the Agency should make good all the losses and replace the personnel immediately.

8.7 The agency shall not appoint any sub-contractor to carry out his obligations under the contract. If it is found that the job has been sub-contracted, the Contract shall be terminated with immediate effect with

forfeiture of the Security Deposit/Bank Guarantee.

8.8 The agency shall ensure that the laid down assignments are carried out by the personnel posted by it.

8.9 The Performance of the onsite engineer will be reviewed on a monthly basis by the concerned C-DOT official by taking feedback from AAI

authorities. Where the performance is below the standard expected then request for replacement shall be made The assessment made by the official concerned shall be final and binding. No further representation

will be entertained by C-DOT.

8.10 In the event of any query, objection, delay or dispute with regard to any bill or a part thereof, the Agency shall not be entitled to any interest to

be paid by the Centre for late payment.

8.11 Monthly attendance data for all the manpower deployed, certified by AAI Kolkata to be submitted to C-DOT.

8.12 In the event of an accident to the deployed staff while discharging their

duties at AAI premises, AAI or C-DOT will not be held responsible for the same. Agency will therefore be solely liable for treating his staff medically, payment of compensation if any, etc.


8.13 In case the personnel posted is on leave or absent, the Agency should ensure to provide replacement immediately, for continuation of

Services.

8.14 The Agency’s authorized representative should be accessible 24/7 over

the phone/email/WhatsApp/Videocon (hence should share with C-DOT the contact telephone/mobile number/email id) enabling C-DOT to contact them at any time.

8.15 In case of any Dispute, the following process shall be followed:

Any dispute, difference or disagreement between C-DOT and the Agency concerning the existence, validity, interpretation, performance, termination or breach under this Contract, shall be amicably resolved in

good faith. Failing which, the matter shall be referred for settlement by Arbitration in accordance with provisions of Indian Arbitration & Conciliation Act,

1996, as amended from time to time. Either Party may refer the dispute to the Sole Arbitrator, to be nominated by the Executive Director, C-DOT.

The language of Arbitration proceedings shall be English only. The venue and jurisdiction of the Arbitration shall be in Bangalore only. The Arbitration award shall be final and binding on both the Parties.

8.16 At any time, if it comes to the notice of the C-DOT through AAI that data has been compromised/disclosed/misused/misappropriated then C-DOT has the right to initiate the legal action if warranted any suitable

action as deemed fit and selected bidder would be required to compensate to the fullest extent of loss incurred. Bidder is expected to adhere to request for removal of any personnel, if we notice any

negligence / gross misconduct/ violation of trade secret/ disclosure of AAI data to third party. The decision of C-DOT in this regard would be final and binding upon the selected bidder.

8.17 Bidder has to agree and provide undertaking not to disclose any AAI

information and will maintain confidentiality of AAI information as per policy of the AAI and will sign “Non-Disclosure Agreement” document provided by AAI.

The selected supplier has to sign a Non –Disclosure Agreement with CENTRE FOR DEVELOPMENT OF TELEMATICS on Non-Judicial stamp

paper of value of Rs. 200.00.

9.0 EARNEST MONEY DEPOSIT (EMD) & PERFORMANCE BANK GAURANTEE (PBG) [PRE-REQUISITE FOR ACCEPTANCE OF BID]

9.1 Bidder shall submit an EMD (for details, please refer Page-2). This amount shall be returned interest free to the unsuccessful Bidders,

after the Contract is finalized.


9.2 The EMD is payable by all categories of Bidders except Government

bodies/PSU’s & SSI/MSME organizations (who are exempted from payment of EMD) are exempted from payment of EMD on production of relevant proof.

9.3 Bids without EMD shall be treated as invalid and rejected.

9.4 EMD shall be returned interest free in case of successful Bidder, on receipt of Security Deposit/Performance Bank Guarantee. (Refer Section 12.0 for details).

9.5 The EMD amount shall be forfeited to C-DOT in the following cases:

The Commercial Bid received against this Tender shall be governed by the terms and conditions indicated in the Tender document. If, after submission of the Commercial Bid, the Bidder fails to honor the contract

awarded, not able to provide the services, or causes any delay or refuses to comply with any/all of the terms and conditions of the Tender.

If the Bidder withdraws or alters the offer during the validity period of the financial Bid. If the successful Bidder fails to commence the service/supply, in

accordance with the terms and conditions of the contract. If the successful Bidder fails to submit the Security Deposit/Bank Guarantee within the stipulated time. This shall also warrant closure or

termination of contract. If any information furnished is found to be incorrect. This shall also warrant closure or termination of contract.

9.6 The Security Deposit/Performance Bank Guarantee should be submitted within 15 days of acceptance of the contract.

10.0 PRICE AND VALIDITY

10.1 The Rate must be quoted as detailed in “Annexure-C” covering the entire activity as per the scope of the contract. RATES SHOULD BE

INCLUSIVE OF ALL CHARGES WHATEVER IS APPLICABLE VIZ. MINIMUM WAGES, PF, ESI, BONUS (as per Central Govt. Minimum Wages) and OTHER STATUTORY LEVIES. The Minimum wages payable by the Agency

shall be as per the rates applicable for the respective indicated manpower categories. The rates agreed upon shall remain same throughout the period of contract. As and when there is a revision in

Minimum Wages, duly notified by the Govt. of India, the rates will be revised accordingly. However, any changes as and when notified, will be considered only on submission of documentary evidence. No other

increase will be granted other than the applicable statutory increases.

10.2 The discount, if any, should be straight and simple. No, conditional discount will be given weightage for comparison purpose. However, C-DOT may avail it to its benefit.

10.3 Offer quoted should be valid minimum for a period of SIX MONTHS from


the date of opening of Technical Bid.

11.0 DURATION OF THE CONTRACT

11.1 The Contract will be valid for a period of Five years from the date of PO. However, in order to evaluate the performance and services of the Agency, the contract will cover a probationary period of six months.

Only after the services are found to be satisfactory during the probationary period, the contract will be confirmed for further period under same terms and conditions.

11.2 Contract Start Date (CSD) : 2 weeks from date of PO

11.3 Contract End Date (CED): 5 years from the CSD as indicated above in

Clause 11.2

12.0 STATUTORY OBLIGATIONS

12.1 The following statutory regulations/Acts should be strictly adhered to during the period of contract. The agency shall be solely responsible for

any failure to fulfill the statutory obligations mentioned below and all other necessary statutory requirements. All necessary statutory documents, records like log book, register of wages, attendance

registers, ESI and EPF Registers etc., should be maintained and regularly reviewed by C-DOT. a) The Contract Labour (Abolition & Regulations) Act 1970.

b) The Minimum Wages Act 1948. c) The Employees Provident Funds & Miscellaneous Provisions Act 1952. d) The Employees State Insurance Scheme under ESI Act 1948.

e) The Payment of Gratuity Act 1972. f) The Workmen’s Compensation Act 1923. Other relevant Statutory

Regulations liable to be applicable during the period of the Contract.

g) Other relevant Statutory Regulations liable to be applicable during the period of the Contract.

12.2 Any payment to be made by C-DOT to any statutory authority due to non-adherence of the stipulated norms shall be borne by the agency.

12.3 In case of any accidents, the Agency will be solely responsible for the statutory/financial obligations. C-DOT will not enter into any litigation

whatsoever under any circumstances.

12.4 In case of any merger/acquisition, the Agency should ensure that services shall be continued by the taken over company on the same terms and conditions of the Tender/PO for the remaining period of the

contract.

13.0 TERMINATION OF THE CONTRACT FOR DEFAULT

13.1 If the Agency fails to deliver any or all of the services within the time

period specified in the Purchase Order.


13.2 If the Agency fails to perform any other obligation(s) under the contract /

Purchase order.

13.3 If the Agency, in either of the above circumstances, does not take

remedial steps within a period of 30 days after receipt of the default notice (or takes longer period in spite of what C-DOT may authorize in writing), C-DOT may terminate the contract / work order in whole or in

part. In addition to above, C-DOT, may at its discretion also take the follow up actions.

13.4 In case the agency is unable to provide manpower within 2 weeks of receipt of order, C-DOT reserves the right to cancel the PO. This term is

also applicable if C-DOT rejects the prospective engineers forwarded by agency during the interview process.

14.0 OTHER SERVICE CONDITIONS

14.1 The empanelment of the service provider by C-DOT will be for a period of 5 years. All personnel hired through the service provider will initially be on probation for a period of 6 months If performance during probation

period is found to be satisfactory, the person may continue till end of contract, provided performance standards are continued to be met.

14.2 Performance of persons hired through the service provider will be evaluated on monthly basis. Any person who falls below the expected

performance standard for two consecutive evaluations will have to be replaced by the service provider (performance standard to be laid down at the beginning of each quarter for each person). The project manager

at C-DOT will be responsible for the performance evaluation of the staff deployed.

14.3 The service provider will also ensure that the personnel deployed are medically fit and will keep in record a certificate of their medical fitness.

14.4 The empaneled service provider will ensure that salaries are given to the deployed technical professionals within 4 days from the date of sharing the Monthly Performance reports (MPRs) by C-DOT-HR or on or before

the 7th of every month whichever is earlier. It will be the responsibility of the service provider to procure the performance / attendance report from the C-DOT Project coordinator in the first week of the succeeding month.

The MPRs (certified by AAI Personnel) issued by C-DOT-HR will be final.

14.5 The persons employed by the service provider for the work assigned by

C-DOT will be the employees of the service provider and C-DOT shall have nothing to do with their employment and non-employment. Under no circumstances any liability in respect of matters connected with their

employment shall be held against C-DOT.

14.6 In case any personnel of the empaneled service provider is found

engaged in doing any work other than the task assigned to him/her or is found not useful to the project or leaves the project without any notice, the service provider will arrange the replacement within one week at its


own cost otherwise the penalty will be applicable as per the penalty

clauses.

14.7 The empaneled service provider or its deployed personnel, by virtue of

working on C-DOT Project cannot claim any rights on the work performed by them. C-DOT will have absolute rights on the work assigned and performed by them. Neither any claims of the service provider or its

deployed professionals will be entertained on the deliverables.

14.8 C-DOT reserves the right to increase or decrease the manpower as per requirement at any point of time during the contract

14.9 The agency shall provide additional manpower for similar

requirements on the same terms and conditions; in any other location across India restricted to maximum of the manpower mentioned in this tender.

14.10 Compliance to Statutory Audit:

The selected agency must provide replies to the queries raised by Statutory Auditors to C-DOT, which pertains to their services/activities under the contract, within the given time frame. The agency also agrees

to provide replies to any such queries even after the term of expiry of the contract.

15.0 PENALTY

15.1 All contractual obligations will be strictly enforced. Penalty will be

levied for poor services like a) Shortage of Personnel. b) Refusal to perform the duty assigned.

c) Misbehavior/Act of indiscipline by the contract staff. d) Omission/Failure to answer complaints within reasonable time. e) Willful omission in carrying out responsibility resulting in loss/

damage of Asset value as fixed by C-DOT. Repair or damage caused to asset due to deputed Personnel’s negligence – value fixed by C-DOT.

f) Any other issue/shortcomings/lapse other than the above as occasion demands as decided by the C-DOT Representative.

15.2 Penalty will be levied for the following:

Penal deduction shall be made for any other poor services on the basis of assessment by C-DOT representative or based on the inputs from AAI to C-DOT and the defaulting staff posted should be replaced immediately.

Repeated defaults in services can result in higher penal deduction. The decision of C-DOT will be final with regard to levying of penalty.

15.3 The decision of the C-DOT Representative will be final with respect to the extent of penalties being levied

15.4 A penalty of Rs.2000 per occasion will be imposed on the agency if proper replacement for FM personal is not provided to AAI with advance


intimation to C-DOT

16.0 PAYMENT SCHEDULE & TERMS

16.1 The Agency should ensure that the Salary/Wages and other emoluments due as per the Minimum Wages Act 1948 and Labour Laws are paid to

the personnel deployed for C-DOT work at AAI by 7th of the month for the services rendered by the personnel during the previous month. The Agency shall pay the entitled Minimum Wages latest by 7th day of

every month. It shall not be linked to the payment of the bill.

16.2 The Agency shall be responsible to abide by legal and labour provisions

prescribed by the Government of India which shall include Income tax, Insurance, Accident, ESI, PF, Minimum Wages Act, Contract Labour R&A

Act, etc. The Agency shall ensure PF/ESI contributions deposited every month for each employee and statement of compliance submitted to C-DOT. Any change in the Minimum Wages shall be paid extra as and

when announced by the Govt. Corresponding benefits shall also be computed accordingly. The same shall be paid to the Agency only after providing proof of payment of the same by the Agency.


16.3 Payment shall be made against bills submitted by the Agency during first

week of every month for their services rendered during the previous month. Payment shall be released within fifteen days of submission of bill and satisfactory completion of job, which is to be certified by the C-DOT

Representative.

16.4 No advance payment will be made to the agency.

16.5 Agency’s GST Number & Bank details should be mentioned on all the bills

submitted for payment. Simultaneously also mention C-DOT Bangalore GST Number, on all the Bills.

16.6 Income Tax shall be deducted at source as per rules in force from time to time, as applicable.

16.7 In the event of any query, objection, delay or dispute with regard to any

bill or a part thereof, the Agency will not be entitled to any interest to be paid by C-DOT for late payment.



ANNEXURE–A “TENDER FEE”- NEFT Details

Bank Reference no DATE BANK NAME / ADDRESS AMOUNT (RS.)

“EMD” - NEFT Details

Bank Reference no DATE BANK NAME / ADDRESS AMOUNT (RS.)

If the NEFT amount submitted is not in accordance with the prescribed

Tender Fee and EMD amount, C-DOT shall be free to reject the bid.

Or I hereby certify that I have enclosed the “Exemption Certificate”, as per the

Terms and Conditions of the Tender document in the Technical Bid.

Date : ______________ Signature _____________________

Place :______________ Name _____________________ Designation ___________________

Seal of the Company / Agency



ANNEXURE–B

“AGENCY DETAILS”

1.0 PROFILE OF THE COMPANY/ AGENCY

1.1 Name of the Company/Firm and Registered

Address & Registration details

1.2 Legal Status

Individual/Proprietary Firm/Partnership

Firm/Private Ltd. Co./Others (specify)

(Enclose the Registration documents)

1.3 Name of the Individual/Partners/Directors,

Address Designation & Occupation

1.4 Nature of any other business carried out by

your company/execution of their services

this kind of services ( O&M)

Monitor/Manage Customer Network

1.5 If there are branches or sister concerns,

furnish names & locations.

1.6 Mention the annual turn-over of the

Agency w.r.t Manpower outsourcing

2016-17 - Rs.

2017-18 - Rs.

2018-19 - Rs.

1.7 Your Banker's Name and address

1.8 No. of years’ experience of your

Agency/Company in providing manpower

services only.

1.9 No. of employees on the rolls of your

Agency/Company w.r.t manpower service

(Enclose the details)


2.0 STATUTORY DETAILS

2.1 Registration copy

2.2 Are you Registered under the following:

Employees State Insurance Act 1948

Provident Fund & Miscellaneous

Provision Act 1952

Central Labour Authorities

PAN & GST

(Enclose copies)

YES / NO

YES / NO

YES / NO

YES / NO

2.3 Specify whether there are any issues/

disputes against your Firm/ Agency before

Labour Commissioner, Provident Fund,

Commissioner ESI, Income Tax

Authorities, Labour Tribunal Authorities,

etc.,

YES / NO

2.4 Specify whether at any point in time your

Agency /firm/Company was banned or de-

listed by any Government or quasi

Government agencies or PSUs.

YES / NO

3.0 WELFARE MEASURES

3.1 Is any transport facility provided to your

staff?

3.2 Any other Welfare measure provided in

addition to the above?


4.0 GENERAL

4.1 Who are the major Corporate clients

of your agency to whom manpower

Services are provided? Furnish Name

& Mobile/Telephone Nos. of the

Officers.

a. Existing contracts with locations &

Annual value

b. Existing Contract with any Company

located at Kolkata only(if any).

c. Served over 3 years

(Furnish the information in a separate sheet

of paper with details of the value of contract

duly signed by the authorized signatory and

enclose copy of the contracts)

4.2 Furnish any other information with

supporting documents which may help

C-DOT in assessing your Company’s /

Agency’s capabilities.

NOTE : Information sought above may be given in separate sheets, if the space

provided above is not enough. Enclose all supporting documents substantiating

the above statements.

Date : ______________ Signature _____________________

Place :______________ Name _____________________

Designation ___________________

Seal of the Company / Agency



ANNEXURE–C “COMMERCIAL BID”

RATES TO BE FILLED IN BOQ ONLY Name of the Agency :

Rates to be quoted for “MANPOWER” (The rate should also be inclusive of Administrative charges, Services charges, etc.) Sl. No.

Post No. of Manpower

Rate per month per post in INR

Extended Cost in INR per annum

per post

1. Manpower as per clause no. 4.0 04

SALARY/WAGE BREAKUP DETAILS (per month per post individually)

Sl.No. Salary/Wage details Amount in INR Remarks, if any

a) Basic Wages + VDA

b) HRA

c) ESI

d) EPF

e) Bonus

f) Gratuity Terminal Benefits

g) Uniform & shoes

h) Other Salary/Wage

Components (specify)

i) Service Charges*

Total

GST ___________% (specify). The exact % of GST applicable, must be indicated unambiguously.

* SERVICE CHARGES __________ (specify).

Note : a) The bid from tendering agency quoting wages less than the Minimum Wages of the

respective skill category as per notification from Central Government against respective

categories of the required manpower shall be liable to be disqualified. b) The percentage of the above Wage/Salary components should be specified clearly.

Additional columns for Wage/Salary components, if required may be included. Give complete details of Salary components like Basic Pay, DA, PF, ESI, Bonus, administrative charges, service charges, etc.

c) The rates will remain the same during the pendency of the contract and is subject to

change only due to any unforeseen change in Tax structure, applicable statutory increases announced by the appropriate Government through its Departments on submission of documentary evidence.

d) Quotes with NIL Service Charges will not be considered.

e) The Service Charges will remain same throughout the Contract period, irrespective of

changes in Minimum wages, etc., if quoted on percentage basis, i.e., the amount arrived at based on the percentage of the Service Charges at the time of award of contract will not vary. For Eg. The Service Charge is quoted at 5% and the equivalent amount is Rs.200/- at the time of award of Contract.

Date : ______________ Signature _____________________

Place :______________ Seal of the Company / Agency


ANNEXURE-D

Tender Acceptance Letter(TAL)

Date:

To,

______________________

______________________

______________________

______________________

______________________

Sub: Acceptance of Terms & Conditions of Tender.

Tender Reference No: TENDER REF.No. CDOTB/TENDER/2020-21/001

Name of Tender / Work: -

_________________________________________________________________________________________

_______________________________________________________________________________

____________________________________________________________________________________

____________________________________________________________________________________

____________________________________________________________________________________ Dear Sir,

1. I/ We have downloaded / obtained the tender document(s) for the above mentioned ‘Tender/Work’ from the

web site(s) namely:

____________________________________________________________________________________

____________________________________________________________________________________

as per your advertisement, given in the above mentioned website(s).

2. I / We hereby certify that I / we have read the entire terms and conditions of the tender documents from Page

No. _______ to ______ (including all documents like annexure(s), schedule(s), etc .,), which form part of the

contract agreement and I / we shall abide hereby by the terms / conditions / clauses contained therein.

3. The corrigendum(s) issued from time to time by your department/ organisation too have also been taken into

consideration, while submitting this acceptance letter.

4. I / We hereby unconditionally accept the tender conditions of above mentioned tender document(s) /

corrigendum(s) in its totality / entirety.

5. I / We do hereby declare that our Firm has not been blacklisted/ debarred by any Govt. Department/Public

sector undertaking.

6. I / We certify that all information furnished by the our Firm is true & correct and in the event that the

information is found to be incorrect/untrue or found violated, then your department/ organisation shall without

giving any notice or reason therefore may or summarily reject the bid or terminate the contract, without

prejudice to any other rights or remedy including the forfeiture of the full said earnest money deposit

absolutely.

Yours Faithfully,

(Signature of the bidder, with Official Seal)


Annexure – E Performance bank guarantee format

PERFORMANCE BANK GUARANTEE

GUARANTEE NO :

AMOUNT :

GUARANTEE COVER FROM : TO :

LAST DATE FOR

LODGEMENT OF CLAIM :

In consideration of the Centre for Development of Telematics having its office at C-DOT Campus,

Electronics City, Phase I, Hosur Road, Bangalore 560 100, hereinafter referred to as the Purchaser

having placed order(s): 1. (Order no and date) 2. (Order no and date), with our constituents

M/s ___________________________ (name of your organization) hereinafter referred to as the

contractor, having their office at (address of your organization) for providing manpower services

as per (give brief detail of the order placed) and our constituents having undertaken to guarantee the

faithful performance of the contract during the warranty period as mentioned in the purchase

order(s) referred above, we the (Banker's name and address), do hereby bind ourselves as their

guarantors and undertake to be responsible to the purchasers and their successors and assigns for

payment of all or any sums of money, losses, damage, costs, charges and expenses, that may

become due or payable by the contractor, in the faithful performance of his said obligations and

covenants under the above contract stated therein provided however that the total amount to be so

recovered by the purchaser from us shall not exceed Rs. ____ (Rupees

______________________________) amount of guarantee to be mentioned) payable under the

said Purchase Order. We,____________________ ___________________________ (name and

address of the bank) do hereby unconditionally and irrevocably guarantee payment, without demur

and without recourse to the purchaser of sums upto Rs. _________ (Rupees

_______________________________________) amount of guarantee in Rs.___________ and

words) on the purchasers first demand in writing making claim for payment to the purchaser by

reason of failure on the part of the contractor to fulfill their obligations under the contract.

We hereby agree that lodgment of claim through registered post shall be conclusive evidence of

lodgment of claim.


We further undertake to settle the claim within 30 days of lodgment of claim. This guarantee shall

not be revocable by notice or otherwise and is unconditional and without recourse and our liability

as surety shall not be impaired or discharged, until the contractor has fulfilled all the obligations

under the contract and shall not be affected by any change in the constitution of the purchaser,

Contractor or the bank.

Notwithstanding anything stated herein above our liability under this guarantee is restricted to

Rs.___________ (Rupees ____________________________________ amount of guarantee) and

shall remain in force till (last date of guarantee) unless a demand or claim under the guarantee is

made on us in writing within one month of the above mentioned date, i.e., before (date one month

from the last date of guarantee cover) all your rights under this guarantee shall be forfeited and we

shall be relieved and discharged of all liability hereunder.

Dated: FOR

Place: (Banker's name)

Address and common seal


Annexure – F NDA format

NON - DISCLOSURE AGREEMENT

This Agreement made on this ______ day of ___________, _____ (the ‘Effective Date’)

BETWEEN:

(1) Centre for Development of Telematics (C-DOT), the Telecommunication Technology

Centre of Government of India, having its Corporate Office at C-DOT Campus, Mandi

Road, Mehrauli, New Delhi – 110030, India.

AND

(2)

____________________________________________________________________

____________________________________________________________________

____________________________________________________________________

_______________________________________________________

(hereinafter referred to, individually, as the “Party” and collectively, as the “Parties”)

Background:


i) The Parties are, or will be, evaluating, discussing and negotiating a potential contractual

relationship concerning the _________________________________

______________________________________________________ (the ‘Project’).

ii) The Parties may, in these evaluations, discussions and negotiations, disclose to each

other information that is technically and /or commercially confidential.

iii) The Parties have agreed that disclosure and use of such technical and/or commercial

confidential information shall be made and on the terms and conditions of this Agreement.

Now it is agreed as follows:

1.0 Definitions:

In this Agreement the following terms shall, unless the context otherwise requires, have the

following meanings:

1.1 ‘Disclosing Party’ means the Party disclosing Confidential Information to the other Party

under this Agreement.

1.2 ‘Receiving Party’ means the Party receiving Confidential Information from the other

Party under this Agreement.

1.3 ‘Confidential Information’ means any information, which shall include but is not limited to,

design, fabrication & assembly drawings, know-how, processes, product specifications, raw

materials, trade secrets, market opportunities, or business or financial affairs of the Parties or

their customers, product samples, inventions, concepts and any other technical and/or

commercial information, disclosed directly or indirectly and in any form whatsoever

(including, but not limited to, disclosure made in writing, oral or in the form of

samples, models, computer programs, drawings or other instruments) furnished by the

Disclosing Party to the Receiving Party under this Agreement.

1.3.1 Such Confidential Information shall also include but shall not be limited to:

1.3.1.1 information disclosed by the Disclosing Party in writing marked as

confidential at the time of disclosure;

1.3.1.2 information disclosed by the Disclosing Party orally which is slated

to be confidential at the time of disclosure;

1.3.1.3 information disclosed in any other manner is designated in

writing as Confidential Information at the time of disclosure; or


1.3.1.4 notwithstanding sub-clauses 1.3.1.1, 1.3.1.2 and 1.3.1.3 of this

definition, any information whose nature makes it obvious that it is

confidential.

1.3.2 Such Confidential Information shall not include any information which:

1.3.2.1 is, at the time of disclosure, publicly known; or

1.3.2.2 becomes at a later date, publicly available otherwise than a wrongful

act or negligence or breach of this Agreement of or by the Receiving

Party; or

1.3.2.3 the Receiving Party can demonstrate by its written records was in

its possession, or known to the Receiving Party, before receipt

under this Agreement, and which was not previously acquired under

an obligation of confidentiality; or

1.3.2.4 is legitimately obtained at any time by the Receiving

Party from a third party without restrictions in respect

of disclosure or use; or

1.3.2.4 the Receiving Party can demonstrate to the satisfaction of

the Disclosing Party, has been developed independently of

its obligations under this Agreement and without access to the

Confidential Information.

1.4 ‘Purpose’ means the evaluations, discussions, negotiations and execution

regarding a contractual relationship between the Parties in respect of the Project

defined in paragraph (i) of the Background section.

1.5 ‘Affiliate’ means any legal entity which, at the time of disclosure to it on any

Confidential Information, is directly or indirectly controlling, controlled by or under

common control with any of the Parties.

1.6 ‘Contemplated Agreement’ means any future legally binding Agreement between the

Parties in respect of the Project envisaged under this Agreement.


2.0 Non-Disclosure of Confidential Information:

2.1 In consideration of the disclosure of Confidential Information by the Disclosing Party

to the Receiving Party solely for the Purpose, the Receiving Party undertakes

whether by itself, its successors and heirs, not to disclose Confidential

Information to any third party, unless in accordance with Clause 4.

2.2 In addition to the undertaking in Clause 2.1, the Receiving Party shall be liable for:

2.2.1 any loss, theft or other inadvertent disclosure of Confidential Information,

and

2.2.2 any unauthorized disclosure of Confidential Information by persons

(including, but not limited to, present and former employees) or entities to

whom the Receiving Party under this Agreement has the right to disclose

Confidential Information, except where, the Receiving Party has used the

same degree of care in safeguarding such Confidential Information as it uses

for its own Confidential Information of like importance and in no event less

than a reasonable degree of care; and upon becoming aware of such

inadvertent or unauthorized disclosure the Receiving Party has

promptly notified the Disclosing Party thereof and taken all

reasonable measures to mitigate the effects of such disclosure and to prevent

further disclosure.

2.3 The Receiving Party understands and agrees that:

2.3.1 any information known only to a few people to whom it might be

of commercial interest and not generally known to the public is not

public knowledge;

2.3.2 a combination of two or more parts of the Confidential Information is

not public knowledge merely because each part is separately available to the

public.

2.4 The Receiving Party acknowledges the technical, commercial and strategic value of the

Confidential Information to the Disclosing Party and understands that unauthorized

disclosure of such Confidential Information will be injurious to the Disclosing Party.

3.0 Use of Confidential Information:

The Receiving Party is entitled to use the Confidential Information but only for the

Purpose.

4.0 Permitted Disclosure of Confidential Information:

4.1 The Receiving Party may disclose in confidence Confidential Information to any of

its Affiliates and employees, in which event the Affiliate and employee shall be

entitled to use the Confidential Information but only to the same extent the


Receiving Party is permitted to do so under this Agreement. The Receiving

Party agrees that such Affiliates or employees are subject to confidentiality

obligations no less restrictive than those of this Agreement.

4.2 The Receiving Party shall limit the dissemination of Confidential Information of its

Affiliates and employees having a need to receive such information to carry out the

Purpose.

4.3 The Receiving Party may disclose Confidential Information to its consultants,

contractors, sub-contractors, agents or similar persons and entities having a need to

receive such information to carry out the Purpose on the prior written consent of the

Disclosing Party. In the event that the Disclosing Party gives such consents, the

Receiving Party agrees that such individuals are subject to confidentiality

obligations no less restrictive than those of this Agreement.

4.4 Notwithstanding Clause 2.1, the Receiving Party shall not be prevented from

disclosing Confidential Information, where (i) such disclosure is in response to a

valid order of a court or any other governmental body having jurisdiction over this

Agreement or (ii) such disclosure is otherwise required by law, provided that the

Receiving Party, to the extent possible, has first given prior written notice to the

Disclosing Party and made reasonable efforts to protect the Confidential Information

in connection with such disclosure.

5.0 Copying and Return of Furnished Instruments:

5.1 The Receiving Party shall not be entitled to copy samples, models, computer

programs, drawings, documents or other instruments furnished by the Disclosing

Party hereunder and containing Confidential Information, unless and to the extent it

is necessary for the Purpose.

5.2 All samples, models, computer programs, drawings, documents and other

instruments furnished hereunder and containing Confidential Information shall

remain the Disclosing Party’s property.

5.3 At any time upon request from the Disclosing Party or upon the conclusion of the

Purpose or expiry of this Agreement, the Receiving Party, at its own cost, will return

or procure the return, promptly and in any event within 14 days of receipt of such

request, of each and every copy of Confidential Information given by the Disclosing

Party, and satisfy the Disclosing Party that it no longer holds any further

Confidential Information.


6.0 Non-Disclosure of Negotiations:

Except as provided in Clause 4, each Party agrees that it will not, without the other Party’s

prior written approval, disclose to any third party the fact that the Parties are discussing

the Project. The Parties acknowledge that the provisions of this Agreement shall apply

in respect of the content of any such discussions. The undertaking set forth in this

Clause shall survive the termination of this Agreement.

7.0 Term and Termination:

7.1 This Agreement shall become effective on the Effective Date. The provisions of this

Agreement shall however apply retroactively to any Confidential Information, which

may have been disclosed in connection with discussions and negotiations regarding

the Project prior to the Effective Date.

7.2 This Agreement shall remain in force for five (5) years from the Effective Date,

except to the extent this Agreement is superseded by stipulations of the

Contemplated Agreement.

7.3 The rights and obligations of each Party with respect to all Confidential

Information of the other Party that is received under this Agreement shall remain in

effect for a period of five (5) years from the date of disclosure of Confidential

Information.

8.0 Intellectual Property Rights:

All Confidential Information disclosed herein shall remain the sole property of the

Disclosing Party and the Receiving Party shall obtain no right thereto of any kind by reason

of this Agreement.

9.0 Future Agreements:

Nothing in this Agreement shall obligate either Party to enter into any further Agreements.


10.0 Amendments:

Any amendment to this Agreement shall be agreed in writing by both Parties and shall refer

to this Agreement.

11.0 Severance:

If any term or provision in this Agreement is held to be either illegal or unenforceable, in

whole or in part, under any enactment or rule of law, such term or provision or part shall to

that extent be deemed not to form part of this Agreement, but the validity and enforceability

of the remainder of this Agreement shall not be affected.

12.0 Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of India and

in any dispute arising out of or relating to this agreement, the Parties submit to the exclusive

jurisdiction of the Courts situated at Bengaluru, India.

13.0 General:

13.1 Upon 45 days written notice, the Disclosing Party may audit the use of the

programs, materials, marketing materials, services, and such additional disclosed

resources. The Receiving Party agrees to co-operate with the Disclosing Party’s audit

and to provide reasonable assistance and access to information.

13.2 The Disclosing Party shall not have any liability to the Receiving Party for any

claims made by third parties arising out of their use of the Disclosing Party’s

trademarks (including “Logo”) or marketing materials. The Receiving Party agrees

to indemnify the Disclosing Party for any loss, liability, damages, cost or expense

(including attorney’s fees) arising out of any claims, which may be made against the

Disclosing Party arising out of their use of the Logo or marketing materials where

such claim relates to their activities, products or services. Notwithstanding above,

the Receiving Party shall have no obligation to indemnify the Disclosing Party

w.r.t a claim of trademark or copyright infringement based up on their use of

the Logo or marketing materials, as expressly permitted under this Agreement.

13.3 The Receiving Party shall disclose of any similar agreements explicit or otherwise,

for similar purpose/application with in its own organization, or any other third party.


13.4 In the event of a breach or threatened breach by the Receiving Party of any

provisions of this Agreement, the Disclosing Party, in addition to and not in

limitation of any other rights, remedies or damages available to the Disclosing

Party at law or in equity, shall be entitled to a temporary restraining order / preliminary

injunction in order to prevent or to restrain any such breach by the Receiving Party, or by

any or all persons directly or indirectly acting for, on behalf of, or with the Receiving

Party.

IN WITNESS whereof this Agreement was duly executed on behalf of the Parties on the

day and year first above written.

For and on behalf of For and on behalf of

C-DOT ________________

Sign : ______________________ Sign :

_______________________

Name : Name :

Title : Title :

*********END OF DOCUMENT**********

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