MEMORANDUM OF UNDERSTANDING (MoU) BETWEEN GS1 India AND CRIS

1 This MOU is entered into on this Eighth day of January, 2016 at New Delhi.
2 By and Between:
2.1 Centre for Railway Information Systems (CRIS), a society under the Ministry
of Railways, represented by the Managing Director or his authorized nominee, hereinafter
referred to as CRIS, has agreed, for and on behalf of Indian Railways, represented by
Ministry of Railways or his authorized nominee. (hereinafter referred to as "CRIS", which
expression shall unless it be repugnant to the context or meaning thereof mean and
include its successors in title and permitted assigns) of the First Part.
AND
2.2 GS1 India (Under Ministry of Commerce & Industry, Government of India)
a Society registered at Delhi under the Societies Registration Act 1860, having its
registered office at 330, 2nd Floor, August Kranti Bhawan, Bhikaji Cama Place, New
Delhi-110066. (hereinafter referred to as "GS1 India" which expression shall unless it be
repugnant to the context or meaning thereof mean and include its successors in title and
permitted assigns) of the Other Part;
3 PREAMBLE:
3.1 CRIS is a not-for-profit autonomous body under the Ministry of Railways set
up to develop and manage the major Information Technology applications of the Indian
Railways.
3.2 GS1 India is a not-for-profit standards body set up by the Ministry of
Commerce & Industry, Govt. of India and leading Chambers of Commerce comprising
CII, FICCI, ASSOCHAM, IMC, FIEO besides BIS, IIP, Spices Board and APEDA to
educate and assist Indian Industry in adoption of GS1 global standards. GS1 India is
affiliated to GS1, Brussels which currently oversees 114 GS1 organisations worldwide.
3.3 In accordance with the above, this Memorandum of Understanding (MOU)
is between GS1 India and CRIS, acting on behalf of the Indian Railways, to effectively
use RFID based technologies for the following:
3.3.1 Setting up a system for automatic identification of its vehicles based
on RFID technology.
3.3.2 Exploring other areas where UHF RFID technology can be used, such
as laundry, component level tracking, etc.
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3.3.3 Expanding the use of RFID in functions such as logistics, warehousing, etc.
4 ASSIGNMENTS:
4.1 CRIS assigns this MOU to be looked after by GM/ CRIS/ RCF-RBL or his
successor
4.2 GS1 assigns this MOU to be looked after by ____ or his successor.
4.3 All correspondence on day to day matters during the course of this MoU shall
be between the above two people at the very least. Other people may be also involved
based on context.

5 SCOPE OF MOU:
5.1 Undertake Works of development and validation of RFID solution(s) for CRIS
including, but not limited to, licensing of GS1 codes for use by the Indian Railways
5.2 Facilitate interactions between all the stakeholders (outside the Railways) with
a possible impact on the solution for RFID for the Indian Railways.
5.3 Work with CRIS and by extension, the Indian Railways towards the evolution
of standards on RFID.
5.4 Become a member of RAAG (Railways RFID Advancement Advisory Group)
a primarily technical, committee being set up to advise the Indian Railways on advancing
the proliferation of RFID technology based on GS1's standards.
5.5 Facilitate participation of Indian Railways personnel into webinars on RFID/
EPC standards organized by GS1 India or GS1 global counterparts as and when it
happens
6 VALIDITY:
6.1 This MOU is valid for a minimum duration of 5 (five) years from the date of
commencement.
6.2 MoU continuity This MoU shall terminate only on explicit correspondence
to that effect. Until that time both the parties shall continue to provide the services
envisaged under this MoU.
7 CONFIDENTIALITY:
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7.1 Confidential information means

7.1.1 Information marked as confidential.
7.1.2 Information that, in the circumstances surrounding the disclosure or
in the nature of the information, should in good faith be treated as confidential.
7.1.3 Information regarding released and unreleased software.
7.1.4 Information regarding the marketing or promotion of any product.
7.1.5 Information regarding business policies and practices.
7.1.6 information either of the parties has received from others or from
each other, and has said is confidential
7.1.7 The conditions of this agreement and any associated document(s).
7.2 Confidential information does not include
7.2.1 information developed independently by either party.
7.2.2 information known before this agreement was entered into or
becomes publicly available subsequently.
7.2.3 information that is received from another source that can reveal it
lawfully.
7.3 Use of confidential information
7.3.1 GS1 agrees to disclose, use, or summarise CRIS (and including, by
default the Railways) confidential information and to copy or distribute materials
containing that information only for the purposes of the relationship between CRIS and
GS1 and only in accordance with this agreement.
7.3.2 GS1 must not disclose the confidential information to anyone else
without the CRIS prior written consent.
7.3.3 The recipient of the information must be clearly informed of the fact
that the use of the information being shared is Confidential as per an agreement with
CRIS. All of the GS1's staff dealing with this project would need to acknowledge the
knowledge of this clause and this acknowledgement shall be handed over to CRIS.
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7.3.4 GS1 can disclose either CRIS or the Indian Railways confidential
information only on a need to know' basis and only in accordance with this agreement
to:
7.3.4.1 GS1's employees and contractors.
7.3.4.2 The contractor's legal and financial consultants.
7.3.4.3 If required by a court order or statutory notice but:
7.3.4.3.1 Must first give CRIS sufficient notice of the
requirement so that it can be contested.
7.3.4.3.2 Obtain written assurance from the judge or statutory
body that they will give the confidential information the highest level of protection
available.
8 INTELLECTUAL PROPERTY RIGHTS (IPR):
8.1 As a generic principle, IPR ownership that exists before any project shall
continue to be owned by the original owning party.
8.2 All rights, including intellectual property rights, for the work done and/ or the
developments that happen under this MoU shall rest with CRIS.
9 ETHICS Both parties are expected to observe the highest standard of ethics during
any phase relating to this case. In pursuit of this policy, CRIS defines, for the purposes of
this provision, the terms set forth below as follows
9.1 corrupt practice means the offering, giving, receiving, or soliciting of any
thing of value to influence any action in any decision making process including, but not
limited to, procurement process or in Contract execution; and
9.2 fraudulent practice means a misrepresentation of facts in order to influence
any decision making process including, but not limited to, procurement process or in
Contract execution; to the detriment of the Railways and includes collusive practices
designed to deprive the Railways of the benefits of competition or in any way vitiate the
procurement process;
9.3 The Railways will reject a proposal if it determines that the party(s) being
considered for award has engaged in corrupt or fraudulent practices in competing for the
Contract.

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10 LAW GOVERNING THIS MOU:

10.1 The contract shall be governed by the law for the time being in force in the
Republic of India.
10.2 The courts in Delhi shall have the jurisdiction pertaining to all matters
arising out of this contract/ agreement.
10.3 This document is complementary and what is called for by any one shall be
as binding as if called for by all.
10.4 Materials or works described in words which, if so applied, have a well known
technical or trade meaning shall be held to refer to such recognised standards.
11 SECURITY PROCEDURES IN THE RAILWAYS All of GS1's representatives will
follow all security procedures as prescribed by CRIS and/ or the Railways. At the very
least these would deal with the bringing in or taking out material, entry of staff into the
Railway's premises, confidentiality of certain documents/ drawings, acknowledgment etc.
12 RAILWAYS STAFF ASSOCIATION CRIS and by extension, the Indian Railways
shall have the right to associate its personnel with any work in all its phases being carries
out under this MoU with a view to develop their skills and understanding of systems. GS1
shall provide such personnel with all necessary information and facilities. The fact that
some CRIS and/ or Railway staff is associated with the contractor shall in no way impinge
on the responsibility of GS1's representatives in any manner whatsoever.
13 DELIVERABLES These shall be as per the Agreements/ Contracts for the works
pursued under this MoU.
14 MONITORING AND MANAGEMENT OF MoU The parties assigned with the
execution of this MoU shall meet regularly to monitor the state of the works being
pursued under this MoU.
15 PAYMENTS All payments under this MoU shall be as per the term and conditions
decided in each of the works being executed under this MoU.
16 MODIFICATIONS TO THIS MoU Any further modifications to this MOU, if
required, would be through amendments based on mutual consent in writing.
17 IN WITNESS WHEREOF, the Parties hereto have caused this MoU to be signed in
their respective names on this Eighth day of January, 2016 .
<SIGNATORY DETAILS HERE>
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