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Table of Contents
Sr. No. Subject Page Number
Bid Details 04
1) Overview 05
2) Purpose 06
3) Invitation 07
4) RFP Terminology 07
5) Eligibility Criteria 08
6) Scope 08
7) Disclaimer 17
8) Earnest Money Deposit(EMD) 18
9) Performance Bank Guarantee (BG) 19
10) Bidding Document 19
11) Bidding Process 21
12) Preparation and Submission of Bids 21
13) Opening and evaluation of Bids 25
14) Award & Signing of Contract 28
15) Subcontracting 28
16) Patent Rights 29
17) Powers to Vary or Omit Work 30
18) No Waiver of Bank Rights or Successful 30
Bidders Liability
19) Inspection , Quality Control and Audit 31
20) Conflict of Interest 32
21) Fraud & Corrupt Practices 34
22) Cancellation of Contract 35
23) Delays in the Vendors performance in 35
successful implementation of the project
24) Liquidated Damages 35
25) Termination for Default 35
26) Force Majeure 36
27) Termination for Insolvency 36
28) Governing Law and Disputes ( Applicable in 36
case of successful bidder only)
29) Governing Language 37
30) Governing Law 37
31) Notices 37
32) Taxes and Duties 37
33) Vendors Obligation 38
34) System Integration Testing & User 38
Acceptance Testing
35) Training 39
36) Technical Documentation 40
37) Source Code 40
th
[RFP No :SBI/GITC/ATM/2016-17/267 dated 5 July, 2016] Page 2 of 216
Request for Proposal for Procurement of
Multi-Vendor ATM Software and Support Services
38) Services 40
39) Terms & Conditions 49
Annexure A Bid Covering Letter 52
Annexure B Eligibility Criteria 53
Annexure C Technical Bid 65
Annexure D Bidder Details 88
Annexure E Non-Disclosure Agreement 89
Annexure F Commercial Bid 94
Annexure G Compliance Statement 97
Annexure H Format of Performance Bank 98
Guarantee (BG)
Annexure I Format of Earnest Money 100
Deposit (EMD)
Annexure J Contract Agreement / SLA 103
Terms & Conditions
Annexure K Resource Requirements 117
Annexure L - Hardware Requirements 122
Annexure M Price-breakup of Sr.No.E and 126
F given under Reverse Auction.
Annexure N Software / Service Level 129
Agreement
1) BID DETAILS
State Bank of India is Indias largest Bank with a network of over 17000 branches and
five associate Banks having over 5000 branches spread across India. Bank also has
presence in 32 countries across the globe. The Bank offers wide range of products and
services to both Corporate and Retails Customers. The Bank also has one of the
largest networks of 55000+ ATMs/CDMs spread across geographical locations. Bank
also provides services to its customers through alternate channels such as Internet
Banking, Debit Cards, and Mobile Banking etc.
To expand further reach, Bank is also forging ahead with cutting edge technologies
and innovative new banking models.
The Bank is using BASE24 classic version 6.0.10 with XPNET version 3.1 and TSS
version 9.2.
BASE24 switch is providing the following services to the customers through the ATM
channel:
1) Cash Withdrawal
2) Cash Deposit
3) Cheque Deposit
4) Standing Instruction
5) Loan Account enquiry
6) Fixed Deposit
7) Bunched Note Acceptance
8) Balance Enquiry
9) Mini-Statement
10) Card to Card Transfer
11) Card to Account Transfer
12) Account to Account Transfer
13) B2B
14) Visa Money Transfer
2. Purpose
The purpose of the SBI behind this RFP is to seek a detailed technical and commercial
proposal for PROCUREMENT OF MULTI-VENDOR ATM SOFTWARE AND SUPPORT
SERVICES.
3. Invitation
The bidders desirous of taking up the project for supply of above solution for SBI are
invited to submit their technical and commercial proposal in response to this RFP. The
criteria and the actual process of evaluation of the responses to this RFP and
subsequent selection of the successful bidder will be entirely at Banks discretion. This
RFP seeks proposal from Bidders who have the necessary experience, capability &
expertise to provide SBI MULTI-VENDOR ATM SOFTWARE AND SUPPORT SERVICES
adhering to Banks requirement outlined in this RFP.
This RFP is not an offer by State Bank of India, but an invitation to receive responses
from the Bidders. No contractual obligation whatsoever shall arise from the RFP
process unless a Purchase order has been issued by duly authorized officers of the
Bank with the selected Bidder.
4. RFP Terminology
Definitions Throughout this RFP, unless inconsistent with the subject matter or
context:
4.2 Supplier/ Contractor/ Vendor : Selected Bidder/System Integrator under this RFP.
4.3 Bank/ Purchaser/ SBI : Reference to the the Bank, Bank and Purchaser
shall be determined in context and may mean without limitation State Bank of
India, its associate Banks and subsidiaries.
4.4 Proposal/ Bid : The Bidders written reply or submission in response to this RFP
4.5 RFP : The request for proposal (this document) in its entirety, inclusive of any
addenda that may be issued by the Bank.
4.8 Project Cost : Project cost would be initial cost/ onetime cost/ fees / development
Cost/ installation cost/ commissioning cost/ integration cost with existing systems/
customization cost/ training cost / deployment cost/ implementation cost / support
service cost /technical assistance.
4.10 Terminal / ATM /Machine : means Automate Teller Machine, Cash Dispenser,
Cash Deposit Machine, Cash Recycler, Smart ATM, Self-Service Kiosk, Multi-
functional Kiosk.
5. Eligibility Criteria
Bid is open to all Bidders who fulfil the eligibility criteria. The bidder has to submit
the details of eligibility criteria as per Annexure B.
6. Scope
Hence, the Bank is looking for a flexible multi-vendor software platform for self
service terminals, with abundant and full-scaled graphical development tools. It
should allow fast and flexible adjustment of transaction flow on banking terminals.
It should support fast and easy integration across multi-channel terminals to reduce
cost and risk for new services; and to react to customers expectation in a faster time
for both current and future facilities. Multi-vendor ATM Software should meet
following broad requirements:
Business Functionalities
1) Cash Withdrawal
2) Cash Deposit
3) Cheque Deposit (Not limited to envelop deposit)
4) Standing Instruction
5) Loan Account enquiry
6) Fixed Deposit
7) Bunched Note Acceptance
8) Balance Enquiry
9) Mini-Statement
10) Card to Card Transfer
11) Card to Account Transfer
12) Account to Account Transfer
13) B2B
14) Visa Money Transfer
15) Biometric Based Authentication
16) Institutional Fee Payment
17) Bill Payment
18) Trust Donation
19) PIN Change
20) Fast Cash
21) Mobile Number Registration
22) Mobile Top-UP
23) Mobile Banking Registration/Deregistration
24) SBI Credit Card Bill Payment
25) SBI Credit Card Cash Withdrawal
26) Prepaid Card Cash Withdrawal
27) Prepaid Card Balance Enquiry
28) SBI Life Insurance
29) Cheque Book Issuance
30) Stop Cheque enquiry
31) Internet Banking Request Approval
32) Aadhaar Number Seeding
33) Cash increase/decrease/short/ excess Admin Transactions using
admin card
34) Channel Manager visit registration
35) Dynamic Currency Conversion during transaction
36) Failure Alert (decline response code/reason)
37) Idle Screen / Advertising
38) Cash Recycling
39) Quick Cash
Functional Requirements
Technical Requirements
The solution must work on the following makes and models of terminals (illustrative
and not exhaustive), which are having configuration of minimum Intel Pentium PIV
or equivalent processor, 2 GHz speed, 1 GB RAM and Cen XFS 3.0 Compliant.
NCR NCR 2008/2009 CD Personas 77 Solo [Front Access Windows XP Pro with SP3
Lobby]/BH
HCL Nautilus 2009 ATM HCL Monimax 7600 Windows XP with SP3
Hyosung
Support CEN-XFS version 3.0 and above, NDC, DDC, ISO8583 (1987 and
1993 formats), SNMP, SOA
Solution should be available for all make and models of the terminals.
Solution should support contactless transactions
Solution should support biometric transactions
Design and Development Tools with SDK for coding
Based on Service Oriented Architecture to interface with XML/HTTPS,
REST style web services, SOAP/HTTPS web services, ISO 8583
The solution should support seamless integration with other Channels and host
systems.
The bidder will have to provide and install the required software /patches
fixes/upgrades at the terminals and trouble shoot the same in time-bound
manner to ensure the terminals are always up and running.
The solution should also be able generate the adhoc reports as and
when required.
Performance Requirement
Scalability Requirements
The solution should meet existing and future national and international
regulatory/compliance requirements without any additional cost to the Bank.
The solution should be compliant to visually challenged customers.
Vendor has to conduct all activities in compliance with Banks IT/IS standards
and policies and the prevailing legal and regulatory framework. The activities
should be carried out with proper authorization from Bank.
Vendor has to carry out all the necessary testing required for IS audits,
Security Operating Centre (SOC) alerts, VA/PT on a periodic basis and
has to cooperate in the process, adhere to the recommendations and
arrange for closure of findings if any raised.
The Vendor should comply with Banks IS Security policy in key concern
areas relevant to the RFP. Some of the key areas are as under:
along with this bank will also have the right to carry out audit or appoint
any third party to carry out audit of any such location/premises/work.
Vendor has to comply with all such guidelines in consultation with the bank.
IT Controls :
o PREVENTIVE :
Classification of information.
Segregation of duties.
Control access to physical facilities
Access control mechanism that allows only authorized users/personnel to
access data/information.
Use of encryption to prevent unauthorized disclosure of data (e.g.
Password protected reports)
o DETECTIVE :
Hash totals.
Error messages over tape labels.
Internal audit functions.
Automated Review of activity logs to detect unauthorized attempts. etc.
o CORRECTIVE:
Contingency plan.
Backup procedure.
DR and Business continuity Etc.
The solution should not have any restriction on number of users. The solution may be
used from a central location or from Circle/Zone/Region/branch of State Bank of
India/Associate Banks/any subsidiary of State Bank of India or any permitted location
at any other Vendor.
The solution should have Production System/DR systems and UAT system. The bidder
will have to provide the training to the Bank officials on solution provided. The
solution should have provision to keep the DR system always in sync with the
production system.
7. Disclaimer
This RFP is neither an agreement nor an offer and is only an invitation by the Bank to
the interested parties for submission of bids. The purpose of this RFP is to provide the
Bidder(s) with information to assist the formulation of their proposals. This RFP does
not claim to contain all the information each Bidder may require. Each Bidder should
conduct its own investigations and analysis and should check the accuracy, reliability
and completeness of the information in this RFP and where necessary obtain
independent advices/clarifications. Bank may in its absolute discretion, but without
[RFP No :SBI/GITC/ATM/2016-17/267 dated 5th July, 2016] Page 17 of 216
Request for Proposal for Procurement of
Multi-Vendor ATM Software and Support Services
being under any obligation to do so, update, amend or supplement the information in
this RFP. No contractual obligation whatsoever shall arise from the RFP process
unless a Purchase order has been issued by duly authorized officers of the Bank with
the selected Bidder.
The Bank, its employees and advisors make no representation or warranty and shall
have no liability to any person, including any Applicant or Bidder under any law,
statute, rules or regulations or tort, principles of restitution or unjust enrichment or
otherwise for any loss, damages, cost or expense which may arise from or be incurred
or suffered on account of anything contained in this RFP or otherwise, including the
accuracy, adequacy, correctness, completeness or reliability of the RFP and any
assessment, assumption, statement or information contained therein or deemed to form
part of this RFP or arising in any way for participation in this Bid Stage.
The Bank also accepts no liability of any nature whether resulting from negligence or
otherwise, howsoever caused arising from reliance of any Bidder upon the statements
contained in this RFP.
The issue of this RFP does not imply that the Bank is bound to select a Bidder or to
appoint the Selected Bidder or Concessionaire, as the case may be, for the Project and
the Bank reserves the right to reject all or any of the Bidders or Bids without assigning
any reason whatsoever.
The Bidder shall bear all its costs associated with or relating to the preparation and
submission of its Bid including but not limited to preparation, copying, postage,
delivery fees, expenses associated with any demonstrations or presentations which
may be required by the Bank or any other costs incurred in connection with or relating
to its Bid. All such costs and expenses will remain with the Bidder and the Bank shall
not be liable in any manner whatsoever for the same or for any other costs or other
expenses incurred by a Bidder in preparation or submission of the Bid, regardless of
the conduct or outcome of the Bidding Process.
Bidder to submit the EMD of Rs.10,00,000=00 ( Rupees ten lacs only) as Bid Security
in the form of Demand Draft in favour of State Bank of India payable at Mumbai or
in the form of Bank Guarantee. The bank guarantee should be issued by any scheduled
commercial bank, other than SBI. A format for BG is attached as per Annexure I. The
bank guarantee will be valid for a period of 12 months with additional period of 3
months as claim period and retained by bank. EMD may be forfeited in the event of
withdrawal of bid during the period of bid validity or if successful bidder fails to sign
the contract in accordance with the terms & conditions and other requirements
specified in RFP or any act of bidder not in line with contract obligations.
EMD should be kept in the envelope containing technical Bid. Any bid not
accompanied with the requisite EMD shall be treated as non-responsive and is liable
to be rejected.
The EMD of the unsuccessful bidders will be returned as early as possible. Successful
Bidders EMD will be returned upon the bidder signing the contract and submitting
the required Performance Bank Guarantee.
No interest is payable on the amount of EMD.
In case, SBI is the sole Banker for the Bidder, a Letter of Comfort from SBI may be
accepted.
If EMD is forfeited for any reason, the concerned bidder will be debarred from further
participation in future two RFPs relating to ATM terminals floated by Bank as per sole
discretion of the Bank.
The selected bidder would be required to submit a performance Bank Guarantee to the
Bank for an amount equivalent to 15 % of total of Sub Sr. Nos : A3+B3 of commercial
bid arrived at after reverse auction, within 30 days of purchase order issue date. The
bank guarantee will be valid for period of 7 years (one year Warranty and six year
AMC) and three months (being claim period) and such other extended period as the
Bank may decide for due performance of the project obligations.
The bank guarantee should be issued by any scheduled commercial bank, other than
SBI. A format for BG is attached as per Annexure H..
[In case, SBI is the sole Banker for the Bidder, a Letter of Comfort from SBI may be
accepted. ]
10.1 Cost of Bidding: The Bidder shall bear all costs associated with the preparation
and submission of its bid including cost of presentation(s), etc. Bank will not be
responsible or liable for these costs, regardless of the conduct or outcome of the
bidding process.
10.2.2 The Bidder is expected to examine all instructions, statements, terms and
specifications in the bidding document. Failure to furnish all information required by
the bidding documents or submission of bid not responsive to the bidding documents
in every respect will be at the Bidders risk and may result in rejection of its bid.
While SBI has made considerable effort to ensure that accurate information is
contained in this RFP and is supplied solely as guidelines for Bidders. Furthermore,
during the RFP process, SBI has disclosed or will disclose in the RFP and
corrigendum/ addenda, available information relevant to the Scope of Work to the
extent, detail, and accuracy allowed by prevailing circumstances. Nothing in this RFP
or any addenda is intended to relieve Bidders from forming their own opinions and
conclusions in respect of the matters addresses in this RFP or any addenda.
10.3.1 If deemed necessary the Bank may seek clarifications on any aspect from the
bidder. However that would not entitle the bidder to change or cause any change in the
substances of the bid already submitted or the price quoted. The bidder may be asked
to give presentation for the purpose of clarification of the bid.
10.3.2 The Bidder requiring any clarification of the bidding documents should submit
written queries on or before date and time given at Bid details through email on
dgmit.atm@sbi.co.in and ashok.67@sbi.co.in in excel sheet with columns Sr.No, Page
no. of RFP, Clause Number in the RFP, RFP Clause description and clarification
required/query.
10.3.3 At any time prior to the deadline for submission of bids, SBI may modify the
bidding document by amendment.
[RFP No :SBI/GITC/ATM/2016-17/267 dated 5th July, 2016] Page 20 of 216
Request for Proposal for Procurement of
Multi-Vendor ATM Software and Support Services
11.1 The bids shall be submitted in two separate sealed envelopes, one containing
Technical Bid and other Indicative Commercial Bid, both to be submitted together in
one envelope. All details with the relevant information / documents / acceptance of all
terms and conditions strictly as described in this RFP will have to be submitted. In the
first stage, only TECHNICAL BID will be opened and evaluated. Bidders satisfying
eligibility criteria and agree to comply with all terms and conditions specified in this
document will be evaluated for technical specifications. Those bids that have
complied to Technical bids shall be qualified for commercial bid opening and further
RFP process.
11.2 The Bidder should be willing to participate in the online reverse auction to be
conducted by Banks authorized service provider on behalf of the Bank. Eligible
Bidders will be trained by Banks authorized service provider for this purpose. Bidders
should also be willing to abide by the e-business rules for reverse auction framed by
the Bank / Authorised service provider. The details of e-business rules, processes and
procedures will be provided to the short-listed bidders.
12.1 The bids prepared by the bidder and all correspondence and documents relating
to bids exchanged by the bidder and purchaser must be written in English.
12.2 Vendor must provide individual and factual replies to specific questions asked in
the RFP.
12.3 Technical bid should comprise of one hard copy and one soft copy (Word
format). Hard copy of technical bid should be a complete document and placed in a
sealed envelope super-scribed as TECHNICAL BID. The soft copy of the technical
bid should be submitted on a CD sealed in an envelope marked as SOFT COPY OF
TECHNICAL BID. These two sealed envelopes should be placed in a single sealed
12.4 Bidder should submit indicative commercial bid as per Annexure F of the bid
document. Indicative Commercial bid should comprise of one hard copy and one soft
copy (Word/Excel format). Hard copy of commercial bid should be a complete
document and placed in a sealed envelope super-scribed as INDICATIVE
[RFP No :SBI/GITC/ATM/2016-17/267 dated 5th July, 2016] Page 22 of 216
Request for Proposal for Procurement of
Multi-Vendor ATM Software and Support Services
COMMERCIAL BID. The soft copy of the commercial bid should be submitted on a
CD sealed in an envelope marked as SOFT COPY OF INDICATIVE
COMMERCIAL BID. These two sealed envelopes should be placed in a single
sealed envelope super scribed as Indicative Commercial bid for PROCUREMENT OF
MULTI-VENDOR ATM SOFTWARE AND SUPPORT SERVICES.
12.5 The bids should be submitted in 2 separate envelopes one for Technical Bid
(super scribed as Technical bid for PROCUREMENT OF MULTI-VENDOR ATM
SOFTWARE AND SUPPORT SERVICES) and other for Commercial Bid (super scribed
as Indicative Commercial bid for PROCUREMENT OF MULTI-VENDOR ATM
SOFTWARE AND SUPPORT SERVICES.
The prices should be specified only in Indicative Commercial Bid and must not be
specified at any other place in the bid document, but exclusive of Octroi / Entry Tax,
Service Tax , sales tax/VAT payable which will be reimbursed upon production of
original receipts. {Bidder should take into account Navi Mumbai Municipal
Corporation (NMMC) cess while submitting their Bids, in case Bank is liable to pay
NMMC cess, the cess amount will be deducted by the Bank while making payment to
the Vendors.
The rates and/ or prices in any form or for any reasons should not be disclosed in the
technical or other parts of the bid except in the commercial bid, failure to do so make
the bid liable to be rejected. Before opening of commercial bid, if price revision is
envisaged by the bank, revised commercial bid may be required to be submitted in a
separate sealed envelope.
Pre-bid meeting will be held at date, time and venue given at the Bid details. Based
upon the pre-bid queries and pre-bid meeting, amendments to the RFP will be issued.
The amendments provide response to the queries raised by the bidders, and hence the
queries are not being responded individually. The Banks position, as stated in the RFP
(except to the extent of stated amendment so issued), remains unchanged, where no
response is provided to a query.
Bid shall remain valid for 180 days from date of submission mentioned at Bid Details.
A bid valid for shorter period is liable to be rejected. The bidder may require to give
consent for the extension of the period of validity of the bid beyond initial 180 days, if
so desired by the Bank in writing or by fax or by email. Refusal to grant such consent
would result in rejection of bid without forfeiture of the EMD. However any extension
of validity of bids will not entitle the bidder to revise/ modify the bid document.
Wilful misrepresentation of any fact within the Bid will lead to the cancellation of the
contract without prejudice to other actions that Bank may take. All the submission,
including any accompanying documents, will become property of SBI. The bidders
shall be deemed to license, and grant all rights to SBI, to reproduce the whole or any
portion of their solution for the purpose of evaluation, to disclose the contents of
submission to other bidders and to disclose and/ or use the contents of submission as
the basis for RFP process.
12.11.1 The bidder should prepare submission as per minimum eligibility criteria,
Technical Bid, Indicative Commercial Bid and other requested information.
12.11.2 All pages of the Bid document should be serially numbered and shall be
signed by the authorized person(s) only. The person(s) signing the bid shall sign all
pages of the bid and rubber stamp should be affixed on each page except for an un-
amended printed literature. The bidder should submit a copy of board resolution or
power of attorney showing that the signatory has been duly authorized to sign the
tender document.
12.11.3 Any interlineations, erasures or overwriting shall be valid only if the person(s)
signing the bid sign(s) them.
12.11.4 In case of any discrepancies between hard and soft copy, the hard copy will
be consider as base document.
12.11.5 Bid should be typed and submitted on A4 size paper [font times new roman
12], spirally bound securely and in serial order. Bidders responding to this RFP shall
submit covering letter included with the bid and compliance certification statement
required for submission of a proposal.
The bid should be addressed to the Deputy General Manager (ATM) at following
address up to the time and date mentioned at bid details:
Address
In the event of the target date for the receipt of bids being declared as holiday for the
Bank, the bids will be received till the target time on the next working day. The bank
may at its discretion extend the bid submission date. The modified target date & time
will be notified on the web site of the Bank.
Any bid received by the Bank after target date and time prescribed at Bid details will
be rejected and /or returned unopened to the bidder at his risk and responsibility.
No bid may be withdrawn in the interval between the deadline for submission of bids
and the expiration of period of bid validity.
All the Bids will be opened at the date, time & locations mentioned under the clause
Bid Details. The technical bids will be open in the presence of representatives of the
bidders who choose to attend.
The bids will be examined by the Bank to determine whether they are complete and
whether required bid security has been furnished. A bid determined as not
substantially responsive will be rejected. Bank may waive off any minor infirmity or
non-conformity or irregularity in a bid (i.e. technical bid or Price bid), which does
not constitute a material deviation, provided such a waiving does not prejudice or
affect the relative ranking of any bidder.
After opening of the technical bids and preliminary examinations, some or all of the
bidders may be asked to make presentation of the solution/services offered by them.
Any effort on the part of bidder to influence bid evaluation process or award of
contract may result in the rejection of the bid.
Detailed technical evaluation will include, scrutiny of minimum eligibility criteria (as
mentioned in Annexure B) and technical information submitted as per technical bid
format (Annexure C) duly supported by brochures / documents / presentation,
proposed software / service solution, system demonstration of proposed solution,
reference calls and site visits. The bidder should highlight the noteworthy / superior
features of their solution. The bidder will demonstrate/substantiate all claims made in
the technical bid to the satisfaction of the Bank, the capability of the solution to
support all the required functionalities at their cost in their lab / office / in any other
organization where solution is in use, if requested by the Bank.
Bids meeting the eligibility criteria & having complied with the mandatory points
of Technical Bid and attain minimum score of 80% through the aforesaid process
shall be qualified for commercial bid opening & evaluation / Reverse Auction.
The bidder should use its tools/utilities/simulators to demonstrate the features laid
in the RFP / evaluation criteria, whenever required by the Bank.
The envelope containing the Commercial offers of only those Bidders, who are short-
listed after technical evaluation, would be opened. The format for quoting commercial
bid set out in Annexure F. The commercial offer should consist of comprehensive
Cost for required solution. Bidder must provide detailed cost breakdown, for each and
every categories mentioned in the commercial bid.
13.2.4.1 Only those Bidders who qualify in eligibility and Technical evaluation would
be shortlisted for commercial evaluation via Reverse Auction conducted by the Banks
authorized eProcurement service provider, details of which are as under :
13.2.4.2 The bank reserves the right to opt for manual negotiation or Reverse Auction.
The online reverse auction will be conducted by the Bank or a company who have
been authorized in this regard by the Bank. Reverse auction guidelines will be
communicated to all short-listed bidders.
13.2.4.4 The L1 Bidder will be selected on the basis of Grand Total (G) as quoted in
the Reverse Auction.
13.2.4.5 Breakup of Reverse Auction price of selected bidder shall be derived on the
same proportion for Total under each nature of work {i.e.(A) to (F)} v/s Grand Total
(G) submitted in the indicative Commercial Bid . The successful bidder must provide
price breakup in Annexure M for Onsite Advance Technical support and Onsite
Facility Management Services within 48 hours of conclusion of the Reverse Auction.
SBI will notify successful bidder (L1.) in writing by letter in duplicate or fax that its
bid has been accepted. The Selected bidder has to return the duplicate copy to the
Bank within 7 working days duly Accepted, Stamped and Signed by Authorized
Signatory in token of acceptance.
Letter of intent shall be issued to successful bidder to carry out the implementation of
solution and pilot testing at 100 terminals within the timeframe.
The date on which such a certificate is signed shall be deemed to be the date of
successful commissioning of the systems for the pilot phase. The Purchase Order will
be issued on the same date.
The successful bidder shall be required to enter into a Banks Standard contract/ SLA
(Software/Service Level Agreement provided Annexure N) and clauses provided in RFP with
the Bank, within 30 days from the date of issuance of Purchase Order or within such extended
period as may be decided by the Bank along with the letter of acceptance, NDA, BG and other
terms and conditions as may be determined by the Bank to be necessary for the due
performance of the work in accordance with the Bid and acceptance thereof.
Copy of board resolution or power of attorney showing that the signatory has been
duly authorized to sign the acceptance letter, contract and NDA should be submitted.
15. Subcontracting
The bidder is responsible for all the services provided to the Bank. The subcontracting
is prohibited for any part of the services to be provided as per the scope of this RFP.
2. The System Integrator i.e. bidder will be one point contact to provide the solution to the
Bank. The selected Bidder will provide the Bank an end to end solution, including but not
limited to supply of required, application software, third party utilities (which comes as part of
solution), if any, installation of agent software and its trouble shooting, and installation, testing,
commissioning, warranty, annual maintenance, required/guaranteed uptime, etc. as regards
Production site as well as DR site. Further, while Operating System and Middleware will be
supplied by the Bank, the successful bidder will be responsible for configuration, testing,
troubleshooting, maintenance and any other activity which is required for successful running
of the solution.
3. Sub-contract may be considered for following specific activity subject to selected bidder
being the responsible for the same and subject to prior approval by the Bank.
a. engagement with UI design agency having domain area expertise.
b. installation, upgradation and troubleshooting the terminal agent software
Further, the work subcontracted is to be carried out to the satisfaction of the Bank.
For any licensed software used by the Vendor for performing services or developing
software for the Bank, the Vendor should have right as well right to license for the
outsourced services or third party software development. Any license or IPR violation
on the part of Vendor / Subcontractor should not put the Bank at risk. The bank should
reserve the right to audit the license usage of the Vendor.
The Vendor shall, at their own expenses, defend and indemnify the Bank against all
third party claims or infringement of intellectual Property Right, including Patent,
trademark, copyright, trade secret or industrial design rights arising from use of the
products or any part thereof in India or abroad. In case of violation/ infringement of
patent/ trademark/ copyright/ trade secrete or industrial design, the supplier shall after
due inspection and testing get the solution redesigned for SBI at no extra cost.
The supplier shall expeditiously extinguish any such claims and shall have full rights
to defend itself there from. If the Bank is required to pay compensation to a third party
resulting from such infringement, the supplier shall be fully responsible therefore,
including all expenses and court and legal fees.
The Bank will give notice to the supplier of any such claim without delay, provide
reasonable assistance to the Supplier in disposing of the claim, and shall at no time
admit to any liability for or express any intent to settle the claim.
The source code /object code /executable code and compilation procedures of the
software solution made under this agreement are the proprietary property of the Bank
and as such..................... (Service provider) shall make them available to the Bank
after successful User Acceptance Testing or escrow arrangement should be put in
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place. Service provider agrees that the Bank owns the entire right, title and interest to
any inventions, designs, discoveries, writings and works of authorship, including all
intellectual property rights, copyrights. Any work made under this agreement shall be
deemed to be work made for hire under any Indian/U.S. or any other applicable
copyright laws.
In any case in which the successful bidder has received instructions from Bank as to
the requirement of carrying out the altered or additional substituted work which either
then or later on, will in the opinion of the finally selected bidders, involve a claim for
additional payments, such additional payments shall be mutually agreed in line with
the terms and conditions of the order.
If any change in the work is likely to result in reduction in cost, the parties shall agree
in writing so as to the extent of change in contract price, before the finally selected
bidder(s) proceeds with the change. In all the above cases, in the event of a
disagreement as to the reasonableness of the said sum, the decision of Bank shall
prevail.
Neither any payment sign-off by Bank, nor any payment by Bank for acceptance of
the whole or any part of the work, nor any extension of time, nor any possession taken
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by Bank shall affect or prejudice the rights of Bank against the finally selected
bidders, or relieve the finally selected bidders of his obligations for the due
performance of the contract, or be interpreted as approval of the work done, or create
liability in Bank to pay for alterations/ amendments/ variations, or discharge the
liability of the successful bidder for the payment of damages whether due, ascertained,
or certified or not or any sum against the payment of which he is bound to indemnify
Bank nor shall any such certificate nor the acceptance by him of any such paid on
account or otherwise affect or prejudice the rights of the successful bidder against
Bank.
19.1 The Bank may, at its discretion, get the products, softwares/ hardwares and
services of the finally selected bidder inspected/ audited by its internal/ external
inspectors/ auditors. The finally selected bidder and or his / their outsourced agents /
sub contractors shall facilitate the same.
19.2 Selected bidder shall, whenever required by the Bank, furnish all relevant
information, records/data to such Banks appointed auditors and/or inspecting officials
of the Bank/Reserve Bank of India and or any regulatory authority. The Bank reserves
the right to call and/or retain for any relevant material information / reports including
audit or review reports undertaken by the service provider (e.g., financial, internal
control and security reviews) and findings made on Selected bidder in conjunction
with the services provided to the Bank. Where any deficiency has been observed
during audit of the service provider in its processing facilities and operating practices,
the Selected bidder shall correct/resolve the same at the earliest, and shall provide all
necessary documents related to resolution thereof and shall further certify in respect
with resolution of the deficiencies
19.3 The Bank may, at its discretion carry out pre-shipment factory / godown
inspection by a team of Bank officials or demand a demonstration of the solution
proposed on a representative model in Bidders office as per specification provided by
the Bank.
19.4 The Bank may, at its discretion inspect, test the products/solution after delivery of
the same to the Bank and where necessary may reject the products/solution which
does not meet the specification provided by the Bank. This shall in no way be limited
or waived by reason of the products having previously being inspected, tested and
passed by the Bank or its representative prior to the products shipment from the place
of origin or prior to the installation and commissioning.
19.5 The Banks at its discretion may carry out periodic inspection/quality checks on
continual basis and where necessary may reject the products/solution which does not
meet the specifications provided by the Bank.
19.6 The Inspection and Quality Control tests before evaluation, prior to shipment of
Goods and at the time of final acceptance would be as follows:
c The Bank may, at its discretion, waive inspection of goods having regard
to the value of the order and/or the nature of the goods and/or any other
such basis as may be decided by the Bank meriting waiver of such
inspection of goods.
d In the event of the software failing to pass the acceptance test, as per the
specifications given, a period not exceeding two weeks will be given to
rectify the defects and clear the acceptance test, failing which, the Bank
reserves the right to cancel the Purchase Order.
e The inspection and quality control tests may be conducted on the premises
of the supplier, at point of delivery and / or at the Goods final destination.
Reasonable facilities and assistance, including access to drawings and
production data, shall be furnished to the inspectors, at no charge to the
Bank. If the testing is conducted at the point of delivery or at the final
destination, due to failure by the vendor to provide necessary facility /
equipment at his premises, all the cost of such inspection like travel,
boarding, lodging & other incidental Expenses of the Banks
representatives to be borne by the vendor.
Nothing stated hereinabove shall in any way release the Vendor from any warranty or
other obligations under this contract.
System integration testing and User Acceptance testing will be carried out as per
requirement of the Bank.
20. Conflict of Interest:
Bidder shall not have a conflict of interest (the Conflict of Interest) that affects the
Bidding Process. Any Bidder found to have a Conflict of Interest shall be
disqualified. In the event of disqualification. The Bank shall be entitled to forfeit and
appropriate the Bid Security and/or Performance Security (Performance Bank
Guarantee), as the case may be, as mutually agreed upon genuine estimated loss and
damage likely to be suffered and incurred by the Bank and not by way of penalty
[RFP No :SBI/GITC/ATM/2016-17/267 dated 5th July, 2016] Page 32 of 216
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for, inter alia, the time, cost and effort of the Bank, including consideration of such
Bidders proposal (the Damages), without prejudice to any other right or remedy
that may be available to the Bank under the Bidding Documents and/ or the
Concession Agreement or otherwise. Without limiting the generality of the above, a
Bidder shall be deemed to have a Conflict of Interest affecting the Bidding Process,
if:
(a) the Bidder, its Member or Associate (or any constituent thereof) and any other
Bidder, its Member or any Associate thereof (or any constituent thereof) have
common controlling shareholders or other ownership interest; provided that this
disqualification shall not apply in cases where the direct or indirect shareholding
of a Bidder, its Member or an Associate thereof (or any shareholder thereof
having a shareholding of more than 5% (five per cent) of the paid up and
subscribed share capital of such Bidder, Member or Associate, as the case may
be) in the other Bidder, its Member or Associate, has less than 5% (five per cent)
of the subscribed and paid up equity share capital thereof; provided further that
this disqualification shall not apply to any ownership by a bank, insurance
company, pension fund or a public financial institution referred to in section 4A
of the Companies Act, 1956. For the purposes of this Clause, indirect
shareholding held through one or more intermediate persons shall be computed
as follows:
(i) where any intermediary is controlled by a person through management
control or otherwise, the entire shareholding held by such controlled
intermediary in any other person (the Subject Person) shall be taken into
account for computing the shareholding of such controlling person in the
Subject Person; and
(ii) subject always to sub-clause (i) above, where a person does not exercise
control over an intermediary, which has shareholding in the Subject Person,
the computation of indirect shareholding of such person in the Subject
Person shall be undertaken on a proportionate basis; provided, however, that
no such shareholding shall be reckoned under this sub-clause if the
shareholding of such person in the intermediary is less than 26% of the
subscribed and paid up equity shareholding of such intermediary; or
(b) a constituent of such Bidder is also a constituent of another Bidder; or
(c) such Bidder, its Member or any Associate thereof receives or has received any
direct or indirect subsidy, grant, concessional loan or subordinated debt from
any other Bidder, its Member or Associate, or has provided any such subsidy,
grant, concessional loan or subordinated debt to any other Bidder, its Member
or any Associate thereof; or
(d) such Bidder has the same legal representative for purposes of this Bid as any
other Bidder; or
(e) such Bidder, or any Associate thereof, has a relationship with another Bidder,
or any Associate thereof, directly or through common third party/ parties, that
21.1 The Bidder and their respective officers, employees, agents and advisers shall
observe the highest standard of ethics during the Bidding Process.
Notwithstanding anything to the contrary contained herein, the Bank shall reject
an Application without being liable in any manner whatsoever to the Bidder if it
determines that the Bidder has, directly or indirectly or through an agent, engaged
in corrupt/fraudulent/coercive/undesirable or restrictive practices in the Bidding
Process.
21.2 Without prejudice to the rights of the Bank under Clause 21.1 hereinabove, if a
Bidder is found by the Bank to have directly or indirectly or through an agent,
engaged or indulged in any corrupt/fraudulent/coercive/undesirable or restrictive
practices during the Bidding Process, such Bidder shall not be eligible to
participate in any EOI/RFP issued by the Bank during a period of 2 (two) years
from the date if such Bidder is found by the Bank to have directly or indirectly or
through an agent, engaged or indulged in any corrupt/ fraudulent/ coercive/
undesirable or restrictive practices, as the case may be.
21.3 For the purposes of this Clause , the following terms shall have the meaning
hereinafter, respectively assigned to them:
(a) corrupt practice means (i) the offering, giving, receiving, or soliciting,
directly or indirectly, of anything of value to influence the actions of any
person connected with the Bidding Process (for avoidance of doubt, offering of
employment to or employing or engaging in any manner whatsoever, directly
or indirectly, any official of the Bank who is or has been associated in any
manner, directly or indirectly with the Bidding Process or the Letter of
Authority or has dealt with matters concerning the Concession Agreement or
arising there from, before or after the execution thereof, at any time prior to the
expiry of one year from the date such official resigns or retires from or
otherwise ceases to be in the service of the Bank, shall be deemed to constitute
influencing the actions of a person connected with the Bidding Process); or (ii)
engaging in any manner whatsoever, whether during the Bidding Process or
after the issue of the Letter of Authority or after the execution of the
Agreement, as the case may be, any person in respect of any matter relating to
the Project or the Letter of Authority or the Agreement, who at any time has
(d) Undesirable practice means (i) establishing contact with any person
connected with or employed or engaged by the Bank with the objective of
canvassing, lobbying or in any manner influencing or attempting to influence
the Bidding Process; or (ii) having a Conflict of Interest; and
The Bank shall have the right to cancel the contract with the selected bidder at any
time during the contract period, by giving a written notice of at least 3 (three) months,
for any valid reason, including but not limited to the following reasons:
Delivery of the solution and performance of the services shall be made by the Vendor
in accordance with the time schedule, technical specification, scope of the project and
other terms & conditions as specified in the RFP/SLA/Contract. Any delay in
performing the obligation /defect in performance by the supplier may result in
imposition of liquidated damages, invocation of Performance Bank Guarantee and/or
termination of contract subject to cure period of 30 days.
If vendor fails to perform services within stipulated time schedule or any loss is
suffered by the Bank due to Acts attributable to the Service Provider, the Bank shall,
without prejudice to its other remedies under the contract, deduct from the contract
price, as liquidated damages, a sum equivalent to 0.25% of the total project cost for
delay of each week or part thereof maximum up to 10% of contract price. Once the
maximum is reached, SBI may consider termination of Contract pursuant to the
conditions of contract.
SBI may, without prejudice to any other remedy for breach of contract, by written
notice of default sent to the Vendor, terminate the contract in whole or part: if the
Vendor fails to deliver any or all of the systems within the period(s) specified in the
Contract, or within any extension thereof granted by the Bank pursuant to conditions
of contract or if the Vendor fails to perform any other obligation(s) under the Contract.
In the event SBI terminates the Contract in whole or in part, SBI may procure, upon
such terms and in such manner, as it deems appropriate, systems or services similar to
those undelivered and the Vendor shall be liable to Bank for any excess costs for such
similar systems or services. However, the vendor shall continue the performance of
the contract to the extent not terminated.
Any failure or delay by bidder or Bank in performance of its obligation, to the extent
due to any failure or delay caused by fire, flood, earthquake or similar elements of
nature, or acts of God, war, terrorism, riots, civil disorders, rebellions or revolutions,
acts of government authorities or other events beyond the reasonable control of non-
performing Party, is not a default or a ground for termination.
If Force Majeure situation arises the Vendor shall promptly notify Bank in writing of
such conditions and the cause thereof. Unless otherwise agreed by SBI in writing, the
Vendor shall continue to perform its obligations under the contract as far as is
reasonably practical, and shall seek all reasonable alternative means for performance
not prevented by the Force Majeure event.
SBI may at any time terminate the Contract by giving written notice to the Vendor, if
the vendor becomes bankrupt or otherwise insolvent or any application for
bankruptcy, insolvency or winding up has been filed against it by any person.. In this
event termination will be without compensation to the Vendor, provided that such
termination will not prejudice or affect any right of action or remedy, which has
occurred or will accrue thereafter to SBI.
28. Governing Law and Disputes (Applicable in case of successful bidder only)
The Vendor shall continue work under the Contract during the arbitration proceedings
unless otherwise directed by the Bank or unless the matter is such that the work cannot
possibly be continued until the decision of the arbitrator is obtained.
Arbitration proceeding shall be held at Mumbai, India, and the language of the
arbitration proceedings and that of all documents and communications between the
parties shall be in English.
The contract and all correspondence/ communications and other documents pertaining
to the Contract, shall be written in English.
The contract shall be interpreted in accordance with the laws of the Government of
India.
31. Notices
Any notice given by one party to the other pursuant to this contract shall be sent to
other party in writing and confirmed in writing to other Partys address. For the
purpose of all notices, the following shall be the current address:
The notice shall be effective when delivered or on the notices effective date
whichever is later.
Prices quoted should be inclusive of all Central / State Government levies, taxes,
excise duty, custom duty, NMMC cess, etc., as also cost of incidental services such as
transportation, road permits, insurance etc. but exclusive of Octroi / Entry Tax, Service
Tax , sales tax/VAT payable which will be reimbursed upon production of original
receipts. {Bidder should take into account Navi Mumbai Municipal Corporation
(NMMC) cess while submitting their Bids, in case Bank is liable to pay NMMC cess,
the cess amount will be deducted by the Bank while making payment to the Vendors.}.
The Bidder will pass on to the Bank, all fiscal benefits arising out of reductions, if any,
in Government levies viz. sales tax, excise duty, custom duty, etc. or the benefit of
discounts if any announced in respect of the cost of the items for which orders have
been placed during that period. Any upward changes in service tax/octroi and sales
tax/VAT will be payable by the Bank. Any upward changes in any other tax, levies
will be borne by the Bidder
All expenses, stamp duty and other charges/ expenses in connection with the
execution of the Agreement as a result of this RFP process shall be borne by Service
Provider.
The quoted prices and taxes, duties and statutory levies such as Service Tax, VAT
/Sales Tax, Octori, NMMC Cess etc should be specified on the separate sheet.
Any New tax imposed by the Government shall be borne by the selected bidder.
33.1 The vendor is obliged to work closely with SBIs staff, act within its own
authority and abide by directives issued by SBI from time to time.
33.2 The Vendor is responsible for managing the activities of its personnel and will
hold itself responsible for any misdemeanours on the part of its personnel.
33.3 The Vendor will treat as confidential all data and information about SBI,
obtained in the process of executing its responsibilities, in strict confidence and
will not reveal such information to any other party without prior written
The Vendor should maintain a separate environment for testing and development.
The Vendor should integrate the software with the existing systems as per requirement
of the Bank and carry out thorough system integration testing.
System integration testing will be followed by user acceptance testing, plan for which
has to be submitted by the Vendor to the Bank. The UAT includes Functional tests,
Resilience tests, Benchmark Comparisons, Operational tests, Load tests etc. SBI staff /
third Party Vendor designated by the Bank will carry out the functional testing. This
staff / third party vendor will need necessary on-site training for the purpose and
should be provided by the Vendor. Vendor should carry out other testing like
resiliency/benchmarking/load etc. Vendor should submit result log for all testing to the
Bank.
35. Training
The bidder will have to provide the training to the Bank/ vendor officials related to its
solution (Central and Terminal) once in every year (in two batches) during the term of
the project on date and time decided by the Bank for a maximum duration of 7
days.The cost of training is to be borne by Selected Bidder. The scope of the training
given under is illustrative but shall be not limited to the followings:
x. Changeover to DR
Following documents should be delivered by the Vendor to the Bank for every
software including third party software before software/service become operational,
which includes, user manuals, installation manuals, operation manuals, design
documents, process documents, technical manuals, functional specification, software
requirement specification, database schema, data dictionary, on-line tutorials/CBTs,
system configuration documents, system/database administrative documents,
debugging/diagnostics documents, test procedures etc.
The vendor should also provide documents related to Review Records/ Test Bug
Reports/ Root Cause Analysis Report, list of all Product components, list of all
dependent/external modules and list of all documents relating to traceability of the
Product as and when applicable.
The Vendor should also provide the MIS reports as per requirement of the Bank.
The source code / object code / executable code and compilation procedures of the
software solution should be provided to the Bank after successful UAT or escrow
arrangement should be put in place. All necessary documentation in this behalf should
be made available to the Bank. In case of Escrow arrangement, complete details and
the location and the terms and conditions applicable for escrow must be specified.
Any update or upgrade to source code should be informed and brought under Escrow
or made available to the Bank.
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38. Services
The bidder would ensure a 24 X 7 X 365 basis services support during the tenure of
seven years contract
Staffing Guidelines for the support services have been furnished hereunder :
a) The staff deployed on the project should have a good academic record and a
professional degree from any recognized university / Institute in India and
experience as required in Annexure K.
c) Bank reserves the right to interview all of the staff including Leader to be
deployed for support services at Banks DC and DR and reject if not found
suitable for the project.
d) At a later stage also if any of the staff are found unsuitable or any of the
staff violates any of the Bank guidelines, Bank may seek removal of all such
staff.
e) Bank expects to build a strong team and there should be no single point of
dependency on any one individual. Banks services should always remain
immune to any such dependencies.
f) Vendor is required to obtain permission from the Bank before removing any
of the staff from the project.
g) The vendor shall have the right to replace the specific person(s) who are
equally competent and qualified but Bank will retain the right to set reasonable
conditions on its acceptance of such replacement(s).
k) All the staff are required to abide by the Banks acceptable usage policy.
p) The Supplier shall be responsible for compliance with all laws, rules,
regulations, orders, notifications, and directions applicable in respect of its
personnel (including, but not limited to, the Contract Labour (Prohibition and
Regulation) Act 1986, the Payment of Bonuses Act 1965, the Minimum Wages
Act 1948, the Employees' Provident Fund Act 1952, and the Workmens
Compensation Act 1923, and shall maintain all proper records, including, but
not limited to, accounting records required under the Applicable Laws, or any
code, practice or corporate policy applicable to it from time to time.
An indicative list of activities which needs be performed for providing the Support
services are given hereunder :
Bidder should provide all patches / upgrades / updates for Software/solution etc. as
and when released by the Vendor/OEM during the warranty and annual maintenance
contract free of cost. Bidder should bring to notice of the Bank all release /version
change. Periodic updates should be carried out in consultation with the Bank.
Bidder has to support older versions of the software / Hardware / OS/ Middleware etc
in case the Bank chooses not to upgrade to latest version.
Bidder should provide maintenance support for Solution for the period of seven year
(One year Warranty and six year AMC) from the date of Purchase Order.
Bidder should provide legally valid software solution. The detail information on
license count and type of licences should also be provided to the Bank.
The Bidder should keep the Bank explicitly informed the end of support dates on
related products and should ensure a support during warranty and AMC period.
Bidder should obtain a written permission from the Bank before applying any
of the patches / upgrades / updates.
Solution shall be fully parameterized and any change in future which would
have been handled using parameters/configuration change shall be done
without any cost. However, for every change request for new customisation
(code change in solution) other than specificied in the RFP, Vendor should
provide detailed effort estimates (mandays) to the Bank including the code
change requirements, affected applications, resource requirements, testing
requirement, time required to implement the changes etc.
Per manday for customisation will be the rate of Senior Resource per month
for OATS divided by 22. In other words, Amount (as per column D Senior
Sr.No 2 of Part B Annexure M) / No. of resources (as per column C Senior
Sr.No 2 of Part B Annexure M) / 22, . NB : No. of mandays will be mutually
agreed for each customisation.
All systems (applications, OS, Databases etc.) should be configured as per the
Banks security policy. Vendor should ensure against any deviations from the
Banks security policy during the currency of the contract.
Vendor has to support all the solution in scope irrespective of the versions
Management of IPs.
Coordination with the Network Team.
Management of SAN/NAS/LB equipment.
Raising issues with the OEM vendor and arrange for resolution in case of
Hardware level failure or any other such issues.
Resolving the issue for ATM not getting live because of Network issue with
active liaison with Network Service Provider for which the resource should
have adequate knowledge of Network
(g) DR Management
Management and maintenance of DR environment.
Ensuring consistency between DC, Failover and DR setups in co-ordination
with hardware Vendors.
Managing Operation from DR in case of associated incident/drills.
Bidder has to ensure that the DC and DR are in sync as per policy decided by
Bank. DR site should be available and made live in the event of a disaster at
the Primary site. And the operation has to be handled from the DR location.
Bank shall ensure that necessary access to conduct the operations is made
available in case of disaster.
Bidder is also required to assist in the DR drills for the applications in scope or
the application interfaced with the applications in scope as and when required
by the bank.
Maintenance of up-to-date documentation, Production and DR setup, DR drill
activity Escalation matrix
The OFMS services will broadly cover the following illustrative list but not
exhaustive:
Backup & Recovery Operations as per Banks policy [including backup of all
the components (OS, DB, App, Web, etc.)]
o Management and Administration of Backup solution
o Management and Administration of Backup software (Server/Clients).
o Scheduled and ad hoc backups
o Monitoring of backups and restart of failed backups
o Maintain proper backup schedule
o Restore and recover data as requested
o Conduct restoration drills at regular intervals
o Restoration of earlier backups as and when required for different kind
of environments (Dev/UAT/Prod).
o Facilitate onsite and off-site storage of tapes
o Maintain and submit periodic and ad hoc Backup reports.
b) SBI reserves the right to accept or reject any or all Bids without assigning any
reason thereof and Banks decision in this regard will be treated as final. Bids may be
accepted or rejected in total or any part or items thereof. No contractual whatsoever
[RFP No :SBI/GITC/ATM/2016-17/267 dated 5th July, 2016] Page 49 of 216
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shall arise from the RFP process unless and until a formal contract is signed and
executed by duly authorized officials of the Bank and the Bidder. However, until a
formal contract is prepared and executed, this offer together with Banks written
acceptance & notification of award shall constitute a binding contract with the vendor.
c) Any Bid not containing sufficient information, in view of SBI, to permit a thorough
analysis may be rejected.
d) The Bank shall have the right to reject the bids not submitted in the prescribed
format or incomplete in any manner.
e) State Bank of India is not responsible for non-receipt of bids within the specified
date and time due to any reason including postal delays or holidays.
f) The Bank also reserves the right to alter/ modify any/ some/ all of the requirements,
as it may deem necessary, and notify the same on its website www.sbi.co.in atleast 7
days before the last date for submission of response under this RFP. The Bidders
should be agreeable for the same.
g) Bids not conforming to the requirements of the RFP may not be considered by SBI.
However, SBI reserves the right, at any time, to waive any of the requirements of the
RFP, if in the sole discretion of SBI, the best interest of SBI be served by such waiver.
h) Bidders who do not meet the technical criteria stipulated by the Bank will not be
considered for further evaluation.
i) SBI shall have the right to cancel the RFP process at any time prior to award of
contract, without thereby incurring any liabilities to the affected Bidder(s). Reasons
for cancellation, as determined by SBI in its sole discretion include but are not limited
to, the following:
j) Pre-bid meeting, if any, will be held to brief the intending bidders about the
requirements of the Bank and to furnish clarifications on any points / queries received
from them. No separate communication will be sent for this meeting.
k) SBI reserves the right to verify the validity of bid information and to reject any bid
where the contents appear to be incorrect, inaccurate or inappropriate at any time
during the process of RFP or even after award of contract.
l) SBI reserves the right to re-negotiate the prices in the event of changes in the
market conditions and/or technology etc
m) Bank reserves the right to appoint a consultant at any stage during bidding process.
n) During the term of agreement, bidder will not hire or retain, either as an employee
or consultant any employee of Bank. During the contract period, Bank will also not
hire or retain, either as an employee or consultant, any employee of the bidder.
o) All pages of RFP should be stamped and signed by Authorized Signatory of the
Bidder.
q) Vendor should carry out any change request necessitated by the Bank
r) Bank may choose to take an undertaking from Vendor employees to maintain the
confidentiality of the Banks information/documents etc. Bank may seek details /
confirmation on background verification of Vendors employees worked/working on
Banks project as may have been undertaken / executed by the Vendor. Vendor should
be agreeable for any such undertaking/verification.
Annexure A
Bid Covering Letter: To be submitted by the bidder along with Bid documents
To,
The Deputy General Manager(ATM)
State Bank of India, ATM Department
Sector -11,Global IT Centre,
CBD Belapur , Navi Mumbai : 400614
Sir,
Our Bid for PROCUREMENT OF MULTI-VENDOR ATM SOFTWARE AND SUPPORT SERVICES
1. You are not bound to accept the lowest or any bid received by you, and you may
reject all or any bid without assigning any reason or giving any explanation
whatsoever.
2. Bank may follow close or open bidding process as per requirement of the Bank.
3. If our Bid is accepted, we undertake to enter into and execute at our cost, when
called upon by the purchaser to do so, a contract in the prescribed form.
4. If our Bid is accepted, we are to be jointly and severally responsible for the due
performance of the contract
5. You may accept or entrust the entire work to one vendor or divide the work to more
than one vendor without assigning any reason or giving any explanation whatsoever
6. Vendor means the bidder who is decided and declared so after examination of
commercial bids.
7. The name(s) of successful bidder to whom the contract is finally awarded after the
completion of commercial bid shall be displayed on the website of the Bank and/or
communicated to successful bidder(s).
For:
Signature: Name:
Annexure B
Eligibility Criteria
Bidders meeting the following criteria are eligible to submit their Bids along with
supporting documents. If the Bid is not accompanied by all the required documents
supporting eligibility criteria, the same would be rejected:
Sr. Eligibility Criteria Complia Documents to be submitted
No. nce
Y/N
1. The bidder must be an Indian Copy of the Certificate of Incorporation
firm/ company / organization issued by Registrar of Companies and
registered under Companies Act full address of the registered office
and in existence for 5 years
2. The bidder must have an Copy of the audited Balance Sheet and
average turnover of minimum / or Certificate of the Chartered
Rs.200 Crore during financial Accountant for preceding three years.
year(s) 2012-13, 2013-14 and The details should also be provided in
2014-15. Annexure B-1.]
3. The bidder should be profitable Copy of the audited balance sheet and /
organization for last three or Certificate of the Chartered
financial years (2012-13, 2013- Accountant. The details should also be
14 and 2014-15) provided in Annexure B-1.
4. The proposed solution should A letter from the concerned
have been deployed with at Bank/Institution as per Annexure B-2.
least 500 terminals at Single OR
Bank/institution Copy of the order indicating no. of
terminals / Certificate of completion of
work indicating no. of terminals.
8 Past/present litigations,
disputes, if any (Adverse
On bidder letter head as per Annexure
litigations could result in
B-5
disqualification, at the sole
discretion of the Bank)
Annexure B-1
Sr. No 2 and 3 : Annual Turnover and Profit
As at close of business as on
[Rs. In crores]
31.03.13 31.03.14 31.03.15
Turnover/ Sales
Solution related Turn over
Profit after Tax
Capital & Reserves
Annexure B-2
Annexure B-3
Annexure B-4
Address
Email
Phone
Fax
1 Name of Head
Designation
Cell
No. of Team Support Members
Whether comply with 2 hours
response time ? Yes/No
[RFP No :SBI/GITC/ATM/2016-17/267 dated 5th July, 2016] Page 57 of 216
Request for Proposal for Procurement of
Multi-Vendor ATM Software and Support Services
Address
Email
Phone
Fax
2 Name of Head
Designation
Cell
No. of Team Support Members
Whether comply with 2 hours
response time ? Yes/No
Signature and Seal of Bidder
B The OEM should have 24*7 helpdesk support setup
Address
Email
Phone
Fax
1 Name of Head
Designation
Cell
No. of Team Support Members
Whether comply with 2 hours
response time ? Yes/No
Address
Email
Phone
Fax
2 Name of Head
Designation
Cell
No. of Team Support Members
Whether comply with 2 hours
response time ? Yes/No
Annexure B-5
To
The Deputy General Manager [ATM]
ATM Department
State Bank Global IT Centre
CBD Belapur , Navi Mumbai 400 614
Dear Sir,
RFP : No ; Date :
We hereby certify that no past/present litigations or disputes are exists against our
Company/firm which could result in the disqualification in the current RFP.
2. In the event of any litigation or dispute comes to the notice of Bank, it is the sole
discretion of the Bank to disqualify us at any stage of RFP.
Annexure B-6
Dear Sir,
We hereby certify that we have not been declared ineligible for deficiency in Service,
or for corruption and fraudulent practices by Government of India / any State
Government / Regulatory Agencies / Public Sector Undertaking/ any Bank / Private
Company.
Annexure B- 7
[This letter of undetaking should be on the letter head of Multi Vendor ATM
Software solution provider and should be signed by a person competent and
having the power of attorney to bind the MVS Software provider. ]
Letter of Undertaking
To
Dear Sir,
We are aware that the Bank is currently having various models of the
following makes of terminals ( CD/ATM/CDM/Cash Recyclers) and its
supplier, working at various locations across the country.
Makes Supplier
NCR NCR Corporation India Pvt Limited)
DCR Diebold Systems Pvt Limited
WINCOR AGS Transact Technologies Ltd
HYOSUNG CMS Info System Pvt Ltd
HITACHI LIPI Data Systems Ltd
OKI Securitran India Private Ltd and Mphasis Ltd)
LIPI LIPI Data Systems Ltd)
3. We undertake and assure you that our Multi Vendor ATM Software shall
work on all the models specified in the RFP at serial number 80 annexure C
besides any other terminal compliant with CEN XFS Version 3.0. having
minimum Windows XP and 1 GB RAM and its our sole responsibility to
operationalise our MVS as per the requirement of the RFP.
6. We further confirm that no additional cost will be charged to the Bank on all
of the aforesaid activities and requirements mentioned in the RFP as the same
[RFP No :SBI/GITC/ATM/2016-17/267 dated 5th July, 2016] Page 62 of 216
Request for Proposal for Procurement of
Multi-Vendor ATM Software and Support Services
is factored in the commercial price bid and will be included in the Reverse
auction price.
7. In case, we fail to provide solution within the timeline, the Bank shall have
right to charge the penalties which may be recovered from the invoices raised
by us and/or invocation of EMD/performance bank guarantee as mentioned in
the RFP.
Yours faithfully,
Annexure B-8
This letter of authority should be on the letterhead of the manufacturer and should
be signed by a person competent and having the power of attorney to bind the
manufacturer. The Bidder in its Bid should include it.
No. Date:
To
The Deputy General Manager [ATM]
State Bank of India
ATM Department
State Bank Global IT Centre
CBD Belapur , Navi Mumbai 400 614
Dear Sir,
2. We hereby extend our full guarantee and warranty for the Solution, Products
and services offered by the above firm against this Bid Invitation.
4. Within 30 days of the issuance of the Purchase Order by the Bank to the
bidder, we are agreeable to executing an agreement with the bidder to comply
with the requirements of the above RFP, as amended from time to time.
5. We duly authorise the said firm to act on our behalf in fulfilling all installations,
Technical support and maintenance obligations required by the contract.
Yours faithfully,
Note 1 Applicant need to give one of the above value in column F/C/T/N in the following
table as regards to compliance.
Note2 Applicant to give supporting technical brochures / documents / presentation etc in
support of the undernoted each of the Technical / Functional / Requirement of
Solution.
Note 3 F / C / T /N ' : Any wrong reporting in the column 'F / C / T / N', which subsequently
transpired during the pilot testing shall render the Applicant liable to be blacklisted
for the future participation in the RFPs/Tenders of the Bank and forfeit the EMD
Note 4 Map your module: Applicant to clearly spelt out against each of the
Technical/Functional Specifications/Requirement of Solution, the name of the
applicants module where F / C /T have been given in the column F / C /T /N
Note 5 Mention Page No. of RFP Submitted : Applicant to invariably mention the page
number of RFP against each of the Technical / Functional Specification with
supporting technical brochures / documents / presentation etc, failing which, it will
be at the discretion of the Bank to treat the same as Not Feasible.
Note 6 Mandatory : Means Requirements/functionality should either be available Fully as
part of the solution [F] or through Customisation [C] or to be provided as Third Party
Solution [T].
Any comment or caveat or exception or assumption against each of the point or
separately will not be considered and Bank reserve the right to treat the same as N,
which may render the bidder ineligible in the further process of RFP.
Note7 Item at Sr. No. 80 Agent (a) to (ab) : Only value to be given either F or C
(In case of option T or N is given, it will be treated as N)
Technical/Functional
Specifications/ Map Give Page
Sub Requirements for Solution F/
Sr. your No. of
Category Sr Mandatory C /T
No. Module RFP
No /N
Name Submitted
Agent m B2B Y
Agent n Visa Money Transfer Y
Biometric Based Authentication
Agent o
Institutional Fee Payment
Agent p Y
Technical/Functional
Specifications/ Map Give Page
Sub Requirements for Solution F/
Sr. your No. of
Category Sr Mandatory C /T
No. Module RFP
No /N
Name Submitted
Technical/Functional
Specifications/ Map Give Page
Sub Requirements for Solution F/
Sr. your No. of
Category Sr Mandatory C /T
No. Module RFP
No /N
Name Submitted
Customer preferences eg
Agent d Language, Fixed amount
withdrawal etc
6 Agent OS support :
Agent a Win XP Y
Agent b Windows 7 Y
Agent c Windows 10
Technical/Functional
Specifications/ Map Give Page
Sub Requirements for Solution F/
Sr. your No. of
Category Sr Mandatory C /T
No. Module RFP
No /N
Name Submitted
Agent e Unix
Whether Agent/solution support
on terminal having Pentium IV,
7 Agent RAM 512 MB and HDD 80 GB
ATM/CDM/CD/Cash
Recyclers/Smart ATMs of all
models of following OEMs with
9 Agent Single Message Protocol :
Agent a NCR Y
Agent b DIEBOLD Y
Agent c WINCOR Y
Agent d HUYSONG Y
Agent e HITACHI Y
Agent f OKI Y
Agent g LIPI Y
Agent h VORTEX
Sends solicited (response to the
HOST commands) and
unsolicited ( device error /status
10 Agent messages ) Y
Technical/Functional
Specifications/ Map Give Page
Sub Requirements for Solution F/
Sr. your No. of
Category Sr Mandatory C /T
No. Module RFP
No /N
Name Submitted
Technical/Functional
Specifications/ Map Give Page
Sub Requirements for Solution F/
Sr. your No. of
Category Sr Mandatory C /T
No. Module RFP
No /N
Name Submitted
Centralised identification,
Monitoring (a,b,d and g) and
audit of followings items of
Asset Terminal without site visit with
15
Management all granular details :
Hardware, Devices,
Asset Components
a Y
Management
Software and its modules with
Asset version
b Y
Management
Firmware
Asset
c Y
Management
Services
Asset
d Y
Management
Updates, patches , hotfixes
Asset
e
Management
Operating System
Asset
f Y
Management
Configuration
Asset
g Y
Management
XFS Service Provider versions
Asset
h Y
Management
Track hardware, software, real
time reporting of hardware
Asset Status and alert on hardware
Management change
Technical/Functional
Specifications/ Map Give Page
Sub Requirements for Solution F/
Sr. your No. of
Category Sr Mandatory C /T
No. Module RFP
No /N
Name Submitted
Terminal wise
Campaign/
b Y
Personalisation:
BIN wise
Campaign/
d Y
Personalisation:
Designing a campaign
Campaign/
a Y
Personalisation:
Validating a campaign
Campaign/
b Y
Personalisation:
Deploying a campaign
Campaign/
c Y
Personalisation:
Technical/Functional
Specifications/ Map Give Page
Sub Requirements for Solution F/
Sr. your No. of
Category Sr Mandatory C /T
No. Module RFP
No /N
Name Submitted
Personalisation of
Campaign/ Style/themes/language at
19 terminal based on
Personalisation:
Customer profile
Campaign/
a Y
Personalisation:
Card profile
Campaign/
b Y
Personalisation:
Technical/Functional
Specifications/ Map Give Page
Sub Requirements for Solution F/
Sr. your No. of
Category Sr Mandatory C /T
No. Module RFP
No /N
Name Submitted
VPN
Compliance
Y
and Security
Certificates / signatures for
Compliance authenticate remote key Y
and Security loading.
Troubleshooting manager
should be capable to pull and
store various types of logs from
the ATM machine to a central
Compliance
26 location with a real-time view.
and Security
Technical/Functional
Specifications/ Map Give Page
Sub Requirements for Solution F/
Sr. your No. of
Category Sr Mandatory C /T
No. Module RFP
No /N
Name Submitted
Screen formats/templates
should be parameterised, easily
modifiable and redeployable
35 Design Tool centrally without much scripting
or development in switch i.e
Non-technical staff should be
able to design the screen..
Technical/Functional
Specifications/ Map Give Page
Sub Requirements for Solution F/
Sr. your No. of
Category Sr Mandatory C /T
No. Module RFP
No /N
Name Submitted
Support
parameterised/workflow based
40 Design Tool configuration for transaction
Technical/Functional
Specifications/ Map Give Page
Sub Requirements for Solution F/
Sr. your No. of
Category Sr Mandatory C /T
No. Module RFP
No /N
Name Submitted
Transaction flow
Design Tool a Y
Button image
Design Tool b Y
Image, Video
Design Tool c Y
Style
Design Tool d Y
The system allows a bank to
deploy the same branding set to
all ATM models on its network,
even if the ATM models have
different fascias. When
43 Design Tool Y
branding is installed on an
ATM, the screen buttons
automatically align themselves
with the physical buttons on the
ATMs fascia.
Ability to compressed and pull
Electronic Electronic Journal [EJ] at
44 Central location in
Journal
Electronic EJ Archiving
48 Y
Journal
Technical/Functional
Specifications/ Map Give Page
Sub Requirements for Solution F/
Sr. your No. of
Category Sr Mandatory C /T
No. Module RFP
No /N
Name Submitted
Language a Screens Y
Language b Campaigns Y
Language c Receipts Printing Y
Text Messages on Screens
Language d Y
Audio support (Text to speech
50 Language in preferred language)
Technical/Functional
Specifications/ Map Give Page
Sub Requirements for Solution F/
Sr. your No. of
Category Sr Mandatory C /T
No. Module RFP
No /N
Name Submitted
Technical/Functional
Specifications/ Map Give Page
Sub Requirements for Solution F/
Sr. your No. of
Category Sr Mandatory C /T
No. Module RFP
No /N
Name Submitted
Parameterised to calculate
penalty reports based on
Monitoring and various SLA- penalties defined
60
Support by the Bank
Card Reader
Monitoring and
a Y
Support
Card Dispenser
Monitoring and
b Y
Support
Card Acceptor
Monitoring and
c Y
Support
Envelope Dispenser
Monitoring and
d Y
Support
Technical/Functional
Specifications/ Map Give Page
Sub Requirements for Solution F/
Sr. your No. of
Category Sr Mandatory C /T
No. Module RFP
No /N
Name Submitted
Envelope depository
Monitoring and
e Y
Support
Receipt Printer
Monitoring and
f Y
Support
Journal Printer
Monitoring and
g Y
Support
Camera
Monitoring and
h Y
Support
Currency Cassettes
Monitoring and
i Y
Support
Reject Bin
Monitoring and
j Y
Support
Paper Rolls
Monitoring and
k Y
Support
Envelopes
Monitoring and
l Y
Support
Cash
Monitoring and
m Y
Support
Shows the status of all
Monitoring and processes of terminal and how
62 much memory each is using.
Support
Technical/Functional
Specifications/ Map Give Page
Sub Requirements for Solution F/
Sr. your No. of
Category Sr Mandatory C /T
No. Module RFP
No /N
Name Submitted
Technical/Functional
Specifications/ Map Give Page
Sub Requirements for Solution F/
Sr. your No. of
Category Sr Mandatory C /T
No. Module RFP
No /N
Name Submitted
Screen changes
Software
a Y
Distributor
Software hot-fixes
Software
c Y
Distributor
Updates/patches
Software
d Y
Distributor
Configuration
Software
e Y
Distributor
Any graphics and display
Software contents
f Y
Distributor
Distribution is done in small
blocks of data and process is
Software managed according to available
73 Y
Distributor bandwidth
Technical/Functional
Specifications/ Map Give Page
Sub Requirements for Solution F/
Sr. your No. of
Category Sr Mandatory C /T
No. Module RFP
No /N
Name Submitted
Technical/Functional
Specifications/ Map Give Page
Sub Requirements for Solution F/
Sr. your No. of
Category Sr Mandatory C /T
No. Module RFP
No /N
Name Submitted
Agent b Y
Diebold-CD-D450 Lobby [Front
Access]
Agent c NCR-ATM-Personas 75 [Front Y Only
Access Lobby]/[Rear Access F or
Lobby] C
Agent d Y Only
NCR-CD-Personas 77 Solo F or
[Front Access Lobby]/BH C
Agent e Y Only
Nautilus Hyosung-ATM-HCL F or
Monimax 7600 C
Agent f Y Only
Nautilus Hyosung-CD-HCL F or
Monimax 5600 C
Agent g Y Only
F or
Wincor-ATM-Procash 2100XE C
Agent h Y Only
F or
Wincor-CD-CD - 1500XE C
Agent I Y Only
Diebold-CD-D-422 Front Access F or
Lobby C
Agent J Y Only
F or
LIPI-ATM-LIPI TMF 4100 C
Agent K Y Only
F or
LIPI-CD-LIPI TMF 4160 BH C
Agent l Hitachi-CDM/Cash Recycler- Y Only
Hitachi 2845-V (Front Access F or
Lobby) C
Agent m Y Only
F or
Diebold-CDM-Opteva 328 C
Agent n Y Only
F or
NCR-CDM-Selfserve 32 (SS32) C
Agent o Y Only
NCR-ATM-SS42 FrontAccess F or
Lobby C
Agent p Y Only
NCR-CD-SS42 FrontAccess F or
Lobby C
Technical/Functional
Specifications/ Map Give Page
Sub Requirements for Solution F/
Sr. your No. of
Category Sr Mandatory C /T
No. Module RFP
No /N
Name Submitted
Agent q Y Only
F or
Wincor-ATM-Procash 281 C
Agent r Y Only
F or
Wincor-CD-Procash 280 C
Agent s Y Only
F or
OKI-CDM/Recycler-RG7 C
Agent t Y Only
Nautilus Hyosung- F or
CDM/Recycler-MX 8600 C
Agent u Y Only
Hitachi-CDM/Recycler-HT-2845- F or
V C
Agent v Nautilus Hyosung-CD-Monimax Y Only
5600 Level 1 F or
C
Front Access Lobby
Agent w Y Only
Diebold-Cash Recycler-Opteva F or
378 C
Agent x Y Only
Hitachi-CAsh Recycler-HT-2845- F or
SR7500 C
Agent y Y Only
NCR-CD-Selfserve 22e (SS22e) F or
/22 C
Agent z Y Only
Diebold-CD-D-429 Front Access F or
Lobby C
Agent aa Only
Vortex-Rural ATM-Grama Teller F or
Duo C
Agent ab Only
F or
Diebold-Smart ATM C
81 Support Agree to shoulder the sole
responsibility to carry out the
undernoted (illustrative but not
exhaustive tasks which includes
any visit of OEM/Suppliers
engineer) at no additional cost
to the Bank over the finalised
price through reverse auction.
Technical/Functional
Specifications/ Map Give Page
Sub Requirements for Solution F/
Sr. your No. of
Category Sr Mandatory C /T
No. Module RFP
No /N
Name Submitted
Support A Y Only
F or
Testing of MVS at the terminal N
Support B Y Only
F or
Installation of MVS on terminal N
Support C Y Only
Reinstallation of MVS on F or
terminal N
Support D Y Only
F or
Bug fixing N
Support E Trouble shooting of MVS at the Y Only
terminal for non-functioning of F or
any of its functionality or N
terminal is down.
Support F Upgradation of MVS from time Y Only
to time as regular frequency or F or
on account of any change in N
MVS
Support G Y Only
F or
Upgradation of browser to IE8 N
Support H Y Only
F or
Operationlisation of Camera N
Support I Resolution of issues relating to Y Only
functioning of EJ module /EJ F or
pulling N
Support J Y Only
Resolution of Issues relating to F or
CEN XFS 3.0 or above N
Note : Marks obtained by the Application shall be converted into the
percentage vis--vis maximum marks for the purpose of Technical Evaluation.
*********************************
Annexure D
Bidder Details
a. Name
b. Designation
c. Address
d. Phone Number (Landline)
e. Mobile Number
f. Fax Number
g. Email Address
Annexure E
NON-DISCLOSURE AGREEMENT
And
____________________________________ (hereinafter referred to as _________
which expression shall unless repugnant to the subject or context thereof, shall mean
and include its successors and permitted assigns) of the OTHER PART;
And Whereas
2. For purposes of advancing their business relationship, the parties would need to
disclose certain valuable confidential information to each other. Therefore, in
consideration of covenants and agreements contained herein for the mutual disclosure
of confidential information to each other, and intending to be legally bound, the
parties agree to terms and conditions as set out hereunder.
Disclosing Partys network, information relating to nature and content of data stored
within network or in any other storage media, Disclosing Partys business policies,
practices, methodology, policy design delivery, and information received from others
that Disclosing Party is obligated to treat as confidential. Confidential Information
disclosed to Receiving Party by any Disclosing Party Subsidiary and/ or agents is
covered by this agreement
(b) Confidential Information shall not include any information that: (i) is or
subsequently becomes publicly available without Receiving Partys breach of any
obligation owed to Disclosing party; (ii) becomes known to Receiving Party prior to
Disclosing Partys disclosure of such information to Receiving Party; (iii) became
known to Receiving Party from a source other than Disclosing Party other than by the
breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is
independently developed by Receiving Party.
(c) Confidential Materials shall mean all tangible materials containing Confidential
Information, including without limitation written or printed documents and computer
disks or tapes, whether machine or user readable.
2. Restrictions
(a) Each party shall treat as confidential the Contract and any and all information
(confidential information) obtained from the other pursuant to the Contract and shall
not divulge such information to any person (except to such partys own employees and
other persons and then only to those employees and persons who need to know the
same) without the other partys written consent provided that this clause shall not
extend to information which was rightfully in the possession of such party prior to the
commencement of the negotiations leading to the Contract, which is already public
knowledge or becomes so at a future date (otherwise than as a result of a breach of this
clause). Receiving Party will have executed or shall execute appropriate written
agreements with its employees and consultants specifically assigned and/or otherwise,
sufficient to enable it to comply with all the provisions of this Agreement. If the
Contractor shall appoint any Sub-Contractor then the Contractor may disclose
confidential information to such Sub-Contractor subject to such Sub Contractor giving
the Customer an undertaking in similar terms to the provisions of this clause.
(b) Receiving Party may disclose Confidential Information in accordance with judicial
or other governmental order to the intended recipients (as detailed in this clause),
provided Receiving Party shall give Disclosing Party reasonable notice prior to such
disclosure and shall comply with any applicable protective order or equivalent. The
intended recipients for this purpose are:
(2) regulatory authorities regulating the affairs of the Customer and inspectors
and supervisory bodies thereof
[RFP No :SBI/GITC/ATM/2016-17/267 dated 5th July, 2016] Page 91 of 216
Request for Proposal for Procurement of
Multi-Vendor ATM Software and Support Services
(c) The foregoing obligations as to confidentiality shall survive any termination of this
Agreement
(f) Receiving Party may not reverse engineer, decompile or disassemble any software
disclosed to Receiving Party.
(a) Receiving Party shall notify Disclosing Party immediately upon discovery of any
unauthorized used or disclosure of Confidential Information and/ or Confidential
Materials, or any other breach of this Agreement by Receiving Party, and will
cooperate with Disclosing Party in every reasonable way to help Disclosing Party
regain possession of the Confidential Information and/ or Confidential Materials and
prevent its further unauthorized use.
(b) Receiving Party shall return all originals, copies, reproductions and summaries of
Confidential Information or Confidential Materials at Disclosing Partys request, or at
Disclosing Partys option, certify destruction of the same.
(c) Receiving Party acknowledges that monetary damages may not be the only and / or
a sufficient remedy for unauthorized disclosure of Confidential Information and that
disclosing party shall be entitled, without waiving any other rights or remedies (as
listed below), to injunctive or equitable relief as may be deemed proper by a Court of
competent jurisdiction.
a. Suspension of access privileges
b. Change of personnel assigned to the job
c. Financial liability for actual, consequential or incidental
damages
d. Termination of contract
(d) Disclosing Party may visit Receiving Partys premises, with reasonable prior
notice and during normal business hours, to review Receiving Partys compliance with
the term of this Agreement.
4. Miscellaneous
(a) All Confidential Information and Confidential Materials are and shall remain the
property of Disclosing Party. By disclosing information to Receiving Party, Disclosing
Party does not grant any expressed or implied right to Receiving Party to disclose
[RFP No :SBI/GITC/ATM/2016-17/267 dated 5th July, 2016] Page 92 of 216
Request for Proposal for Procurement of
Multi-Vendor ATM Software and Support Services
information under the Disclosing Party patents, copyrights, trademarks, or trade secret
information.
(b) Any software and documentation provided under this Agreement is provided with
RESTRICTED RIGHTS.
(c) Neither party grants to the other party any license, by implication or otherwise, to
use the Confidential Information, other than for the limited purpose of evaluating or
advancing a business relationship between the parties, or any license rights
whatsoever in any patent, copyright or other intellectual property rights pertaining to
the Confidential Information.
(d) The terms of Confidentiality under this Agreement shall not be construed to limit
either partys right to independently develop or acquire product without use of the
other partys Confidential Information. Further, either party shall be free to use for any
purpose the residuals resulting from access to or work with such Confidential
Information, provided that such party shall maintain the confidentiality of the
Confidential Information as provided herein. The term residuals means information
in non-tangible form, which may be retained by person who has had access to the
Confidential Information, including ideas, concepts, know-how or techniques
contained therein. Neither party shall have any obligation to limit or restrict the
assignment of such persons or to pay royalties for any work resulting from the use of
residuals. However, the foregoing shall not be deemed to grant to either party a license
under the other partys copyrights or patents.
(e) This Agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof. It shall not be modified except by a written agreement
dated subsequently to the date of this Agreement and signed by both parties. None of
the provisions of this Agreement shall be deemed to have been waived by any act or
acquiescence on the part of Disclosing Party, its agents, or employees, except by an
instrument in writing signed by an authorized officer of Disclosing Party. No waiver
of any provision of this Agreement shall constitute a waiver of any other provision(s)
or of the same provision on another occasion.
(f) In case of any dispute, both the parties agree for neutral third party arbitration.
Such arbitrator will be jointly selected by the two parties and he/she may be an
auditor, lawyer, consultant or any other person of trust. The said proceedings shall be
conducted in English language at Mumbai and in accordance with the provisions of
Indian Arbitration and Conciliation Act 1996 or any Amendments or Re-enactments
thereto.
(g) Subject to the limitations set forth in this Agreement, this Agreement will inure to
the benefit of and be binding upon the parties, their successors and assigns.
(i) All obligations created by this Agreement shall survive change or termination of the
parties business relationship.
(a) Either party from time to time may provide suggestions, comments or other
feedback to the other party with respect to Confidential Information provided
originally by the other party (hereinafter feedback). Both party agree that all
Feedback is and shall be entirely voluntary and shall not in absence of separate
agreement, create any confidentially obligation for the receiving party. However, the
Receiving Party shall not disclose the source of any feedback without the providing
partys consent. Feedback shall be clearly designated as such and, except as otherwise
provided herein, each party shall be free to disclose and use such Feedback as it sees
fit, entirely without obligation of any kind to other party. The foregoing shall not,
however, affect either partys obligations hereunder with respect to Confidential
Information of other party.
Name
Designation
Place
Signature
Name
Designation
Place
Signature
Annexure F
Commercial Bid
The indicative commercial Bid needs to contain the information listed hereunder in a
sealed envelope bearing the identification Indicative Commercial Bid for
____________.
Name of the Bidder:
Prices quoted should be inclusive of all Central / State Government levies, taxes,
excise duty, custom duty, NMMC cess, etc., as also cost of incidental services such as
[RFP No :SBI/GITC/ATM/2016-17/267 dated 5th July, 2016] Page 96 of 216
Request for Proposal for Procurement of
Multi-Vendor ATM Software and Support Services
transportation, Road Permits, insurance etc. but exclusive of Octroi / Entry Tax,
Service Tax , sales tax/VAT payable which will be reimbursed upon production of
original receipts. {Bidder should take into account Navi Mumbai Municipal
Corporation (NMMC) cess while submitting their Bids, in case Bank is liable to pay
NMMC cess, the cess amount will be deducted by the Bank while making payment to
the Vendors.}. Any New tax imposed by the Government shall be borne by the
selected bidder.
Note : The quoted prices and taxes, duties and statutory levies such as Service Tax,
VAT /Sales Tax, Octroi, NMMC Cess etc should be specified on the separate sheet.
Signature
Seal of Company
Annexure G
Compliance Statement
DECLARATION
We hereby undertake and agree to abide by all the terms and conditions stipulated by
the bank in the RFP document.
We certify that we have not made any changes from the contents of the RFP document
read with its amendments/clarifications provided by the Bank submitted by us in our
Bid document. It is further certified that the contents of our bid are factually correct.
We also accept that in the event of any information / data / particulars proving to be
incorrect, the Bank will have the right to disqualify us from the bid.
We hereby undertakes that its name does not appear in any Caution list of RBI / IBA
or any other regulatory body for outsourcing activity.
We certify that the items offered by us in response to the bid conform to the technical
specifications stipulated in the bid with the following deviations:
We certify that the items offered by us in response to the bid conform to all the
mandatory technical specifications and other terms and conditions given in the RFP.
We also confirm compliance to non-mandatory technical specifications except the
following non-commercial impacted deviations :
1)
2)
(If left blank it will be construed that there is no deviation from the specification given
above)
Signature:
Seal of Company
Annexure H
BANK GUARANTEE
To,
Whereas as per the payment terms of the said RFP/Purchase Order the Contractor has
to submit a Bank Guarantee from a any scheduled commercial bank, other than SBI in
favour of you.
We the Guarantor, further confirm that a mere letter from the SBI that there has been a
breach by the Contractor of its obligations or there are sufficient reasons for invoking
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this Guarantee, shall without any other or further proof be final conclusive and
binding on the Guarantor.
We shall not be discharged or released from this undertaking and the Guarantee by any
arrangement, variation, violation between you and the Contractor, indulgence to
Contractor by you with or without our consent or knowledge and this Guarantee shall
be in addition to any other Guarantee or security you possess against the Contractor.
This Guarantee shall be a continuing Guarantee and shall not be discharged by any
change in the constitution of the Bank, Guarantor or the Contractor. It is further
guaranteed that the payment under this Guarantee shall be made by us on receipt of
your written demand as aforesaid making reference to this Guarantee.
This Guarantee shall remain in full force and effect for a period of __ years from the
date of the installation i.e. up to _________ Unless a claim under this Guarantee is
made against us within one month from that date i.e. on or before _____ , all your
rights under this Guarantee shall be forfeited and we shall be relieved and discharged
from all liabilities there under.
Thereafter, our Guarantee shall be considered as null and void whether returned to
ourselves or not.
Date :
For _______________
Place :
Annexure I
To,
State Bank of India
ATM Department
State Bank Global IT Centre,
Sector 11, CBD, Belapur,
Navi Mumbai-400614
Dear Sir,
WHEREAS State Bank of India (SBI), having its Corporate Office at Nariman Point,
Mumbai, and regional offices in other cities in India has invited Request for Proposal
to develop, implement and support name of software solution/service on behalf of
SBI, Associated Banks and subsidiaries vide its RFP No. ________ dated ________
on the terms and conditions mentioned in the RFP documents,
It is one of the terms of said Request for Proposal that the bidder shall furnish a Bank
Guarantee for a sum of Rs. _______ (Rupees ______ only) as Earnest Money Deposit.
obligations of the bidder under the said conditions, provided, however, that our
liability against such sum shall not exceed the sum of Rs. ____ (Rupees _____
lakhs only).
We also agree to undertake to and confirm that the sum not exceeding Rs. _____
(Rupees _____ lakhs only) as aforesaid shall be paid by us without any demur or
protest, merely on demand from the SBI on receipt of a notice in writing stating
the amount is due to them and we shall not ask for any further proof or evidence
and the notice from the SBI shall be conclusive and binding on us and shall not be
questioned by us in any respect or manner whatsoever. We undertake to pay the
amount claimed by the SBI within 24 hours from the date of receipt of the notice
as aforesaid. We confirm that our obligation to the SBI under this guarantee shall
be independent of the agreement or agreements or other understandings between
the SBI and the bidder. This guarantee shall not be revoked by us without prior
consent in writing of the SBI.
Any forbearance or commission on the part of the SBI in enforcing the conditions
of the said agreement or in compliance with any of the terms and conditions
stipulated in the said tender and/or hereunder or granting of any time or showing
of any indulgence by the SBI to the bidder or any other matter in connection
therewith shall not discharge us in any way our obligation under this guarantee.
This guarantee shall be discharged only by the performance of the bidder of their
obligations and in the event of their failure to do so, by payment by us of the sum
not exceeding Rs. ______ (Rupees ___ only)
Our liability under these presents shall not exceed the sum of Rs. _______
(Rupees ____ only)
Our liability under this agreement shall not be affected by any infirmity or
irregularity on the part of our said constituents in tendering for the said work or
their obligations there under or by dissolution or change in the constitution of our
said constituents.
This guarantee shall remain in force for a period of one year, provided that if so
desired by the SBI, this guarantee shall be renewed for a further period as may be
indicated by them on the same terms and conditions as contained herein.
Our liability under this presents will terminate unless these presents are renewed
as provided herein up to three years or on the day when our said constituents
comply with their obligations, as to which a certificate in writing by the SBI alone
is the conclusive proof, whichever date is later. Unless a claim or suit or action is
filed against us within six months from that date or any extended period, all the
rights of the SBI against us under this guarantee shall be forfeited and we shall be
released and discharged from all our obligations and liabilities hereunder.
Yours faithfully,
(NB: This document will require Stamp Duty as applicable in the State, where it
is executed and shall be signed by the official whose signature and authority shall
be verified).
Annexure J
Bidder is responsible for meeting all licensing requirement as part of service/ solution
requested.
All licenses should be provided in the name of the Bank and should be
enterprise perpetual, unlimited for no. of terminals and users,
Source code and scripts / customizations developed will be owned by the
Bank or escrowed as per arrangement.
Source code of all the customization, scripts etc should be delivered to the
Bank by the Bidder at a periodicity to be decided by the Bank or escrowed
as per arrangement.
b) Performance Requirements
The solution should be able to handle 50 million transactions per day with peak
Transaction Per Second [TPS] of 2000. It should be able to drive 1 lac terminals
d) Uptime Requirement
Uptime (%) = (Sum of total seconds during month Sum of downtime Seconds during month) X
100
All service related payments will be made on quarterly basis in arrears. Bank
reserves the right to make payment after deducting the penalty. The TDS, if
applicable, will be deducted by the Bank at the time of payment of invoices. Any
incidental charges (stamp duty, agreement expenditure, etc) will have to be borne
by the bidder.
Prices quoted should be inclusive of all Central / State Government levies, taxes,
excise duty, custom duty, NMMC cess, etc., as also cost of incidental services such as
transportation, Road Permits, insurance etc. but exclusive of Octroi / Entry Tax,
Service Tax , sales tax/VAT payable which will be reimbursed upon production of
original receipts. {Bidder should take into account Navi Mumbai Municipal
Corporation (NMMC) cess while submitting their Bids, in case Bank is liable to pay
NMMC cess, the cess amount will be deducted by the Bank while making payment to
the Vendors.}
Note : The quoted prices and taxes, duties and statutory levies such as Service Tax,
VAT /Sales Tax, Octroi, NMMC Cess etc should be specified on the separate sheet.
The TDS, if applicable, will be deducted by the bank at the time of payment of
invoices.
Project Implementation
virtual
environment for
30000 terminals
Installation and X+230 Vendor
configuration of
PR, DR
Environment
20000 To be Vendor
TERMINALs completed
implementation before X+285
The Bank reserves the right to implement the agent solution beyond 30000
terminals and the implementation cost per terminal (which includes the terminal
Onsite Physical Visit for installation and troubleshooting the same during the
tenure of contract i.e. 7 years) will be as under :
Further, should the Bank decide to roll-out this service in the Brown Label ATMs
as well as Total Outsourced Models, then the vendor should agree to undertake
the task at the price discovered through this RFP on the formula given above.
The present Brown Label ATMs and Total Outsourced Models ATMs suppliers to
the Bank are as under :
5.1.2 The period of contract will be for 7 years [one year Warranty and six years
Annual Maintenance Contract] from the date of acceptance of successful
implementation of solution with the implementation at 100 pilot terminals.
g) Warranty
The warranty period of one year for entire solution covering all the required
modules / service starts from the date of acceptance of successful
implementation of solution with the implementation at 100 pilot terminals .
Warranty for the off-the-shelf Software will be provided to the Bank as per the
general conditions of sale of such software.
h) Limitation of Liability
The limitations set forth herein shall not apply with respect to:
i) Confidentiality
The Vendor acknowledges that all material and information which has and will
come into its possession or knowledge in connection with this agreement or the
performance thereof, whether consisting of confidential and proprietary data or
not, whose disclosure to or use by third parties may be damaging or cause loss to
Bank will all times be held by it in strictest confidence and shall not make use
thereof other than for the performance of this agreement and to release it only to
employees requiring such information, and not to release or disclose it to any
other party. The Vendor agrees to take appropriate action with respect to its
employees to ensure that the obligations of non-use and non-disclosure of
confidential information under this agreement are fully satisfied. In the event of
any loss to the Bank due to divulging of information by the employees of the
Vendor, the bank shall be indemnified. The Vendor agrees to maintain the
confidentiality of the Banks information after the termination of the agreement
also.
The Vendor will treat as confidential all data and information about the Bank,
obtained in the execution of this contract including any business, technical or
financial information, in strict confidence and will not reveal such information to
any other party.
j) Ownership
All information processed by Bidder during the services in scope and software
development & maintenance belongs to the Bank. By having the responsibility to
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maintain the software product, the Bidder does not acquire implicit access rights
to the information or rights to redistribute the information. The Bidder understands
that civil, criminal, or administrative penalties may apply for failure to protect
information appropriately.
The services will be reviewed on quarterly basis. The final review on yearly basis
will have for the criteria to review vendor performance/ financial stability/ service
reliability/SLA
Annual Maintenance Contract will be for a period of 6 years from the date next to the
expiry of warranty period.
The penalty may be recovered from project cost/AMC cost/BG as per discretion of the
Bank.
The penalty arising out of breach in SLA will be calculated on the basis of
Criticality Matrix Table given here under.
d) However, no penalty shall be levied if the Vendor is not able to access the
TERMINAL due to connectivity issues like no network or low bandwidth
or Terminal is down beyond the control of solution provider. But EJ should
be pulled after connectivity is established or Terminal is up.
Penalties mentioned at Sr. No. 2 through 7 will have a cumulative cap of the AMC
amount due to the Vendor for the quarter in which the incident has occurred.
During the warranty period, cap will be equivalent to the AMC amount for the 1st
year of the AMC after warranty.
The penalty levied by regulatory bodies will be recovered by the Bank from the
Vendor on actual basis regardless to any kind of cap for maximum applicable
penalty. The amount will be recovered in Indian Rupees at the prevailing rate of
the respective currency, in case the penalty is levied in a foreign currency.
NOTE: The penalty arising out of violation of SLA and the one levied by regulatory
bodies, whichever is higher, will be recovered from the vendor.
Bank will have right to recover any opportunity loss or monetary loss incurred by
the Bank due to malfunctioning of software/application faults/ system failure /
negligence of bidder etc during project execution/implementation.
Penalty on Additional 10% [per quarter] [a] State Level news paper(s)
account of of annual maintenance cost, and/or in State level TV
Reputational loss i.e., 40% of the annual channel(s)/discussions in the
to the Bank^ maintenance cost. State Assembly, etc. : 1 %
[b] National news
paper(s)/magazines and/or in
National TV channel(s) i.e in 2
or more regions/discussions in
the Parliament : 2%
^ Penalties are over and above the cap on penalties built in the SLAs.
Incentive:
The Bank shall pay 0.25 % of the amount payable in terms of payment terms for
Part A and B provided the implementation at terminals are completed at per
incentive eligible days
n) Termination
Bank reserves the right to terminate this contract in case any of the criterion in
this document are not met satisfactorily or the services are not delivered to the
satisfaction of the Bank, subject to cure period of 30 days.
If the contract is also terminated under any termination clause mentioned in this
RFP, the Vendor should hand over all documents / source code / executable /
Banks data/ resources or any other relevant information to the Bank in timely
manner and in proper format as per scope of this RFP.
The vendor should also support the Bank on technical queries / support on process
implementation or in case of software provision for future upgrades.
The Banks right to terminate a contract will be in addition to the penalties mentioned
in the SLA/Contract.
The project operations for the data centers mentioned in scope will be executed
by the team deployed at Navi Mumbai , Chennai, Hyderabad, any other location
decided by Bank. The engineers may have to visit data centers in scope, as and
when required. Bank will be providing necessary workstation, telephone
(landline), stationery etc.
q) Transition Requirement
In the event of failure of the Service Provider to render the Services or in the
event of termination of agreement or expiry of term or otherwise, without prejudice
to any other right, the Bank at its sole discretion may make alternate arrangement
for getting the Services contracted with another vendor. In such case, the Bank
shall give prior notice to the existing Service Provider. The existing Service
Provider shall continue to provide services as per the terms of contract until a
New Service Provider completely takes over the work. During the transition
phase, the existing Service Provider shall render all reasonable assistance to the
new Service Provider within such period prescribed by the Bank, at no extra cost
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to the Bank, for ensuring smooth switch over and continuity of services. If existing
vendor is in breach of this obligation, they shall be liable for paying a penalty of
10% of the entire Project cost on demand to the Bank, which may be settled from
the payment of invoices for the contracted period or by invoking the Performance
Bank Guarantee.
Annexure K
Resource Requirements
11 III
12 General 1
13 OFMS - Sub-total Phase I 1
14 Phase I Total 2 G14
Phase II -Resource Requirement per month
15 [Additional Resource over Phase I]
16 Support Services A B C D E F G
17 Leader Senior Junior Total
18 Shift No Amount No Amount No.
19 Onsite Advance I
20 Technical Support II
21 III
22 General
23 OTAS - Sub-total Phase II
24 Onsite Facility I
25 Management II
Services
26 III
27 General 1
28 OFMS - Sub-total Phase II
29 Phase II Total G29
Phase III -Resource Requirement per month
30 [Additional Resource over Phase I and Phase II]
31 Support Services A B C D E F G
Sr. [B] Resource requirements per month after Phase IV will be total of no. of Resources
No. for Phase I to IV
(Details of Breakup in support of Sr.No. F of Indicative Commercial Bid, which will be
the basis of Reverse Auction)
Resource Requirement per month
Support Services A B C D E F G
Total
Leader Senior Junior No..
1 No Amount No Amount No Amount
2 OTAS - Sub-total Phase I to IV 1
3 OFMS - Sub-total Phase I to IV 1
4 Grand Total [2+3] 2 G4
Please specify separately the no. of resources from the above table who
shall be working for 24*7*365 days i.e. in Shift I, II and III.
No. of resources should be in position to handle the support required as per the
scope and services required as per RFP. In case found inadequate, resource
support should be increased without any additional cost to the Bank with a
view to ensuring smooth and efficient support.
The resources after completion of Phase IV will not be increased and will
remains the same irrespective of increase in no. of terminals during the
remaining period of contract. Further, the bank reserve the right to reduce the
number of resources during the term of the contract on review of same after
implementation of Phase IV and will pay for only those resources required by
the Bank at the Banks Support Site.
Minimum qualification and relevant experience required for the resources in each
category/grade is mentioned below. Selected bidder will have to provide the resources
with the required qualification and experienced required by the Bank and will also
provide the detailed bio-date of all the resources to be deployed at the Bank site. On
boarding of resources would be done after due diligence by the Bank
experience
Junior BE/BTech/MCA/MSc in Computer Science One year IT
experience
Period Timings
Shift I 7.00 AM to 3.00 PM
Shift II 3.00 PM to 11.00 PM
Shift III 11.00 PM to 7.00 AM
General Shift 10.00 AM to 6.00 PM
X Amount
------------ * 2 = Two days Amount
[31-5]
Signature
Seal of Company
Annexure L
( Bidder to provide on Letter Head )
Hardware Requirement for UAT and Production Servers in the Virtual Environment
Devices means Application Server, Web Server, Database Server, external SAN
Storage, Network devices or any other dvices.
UAT Environment
[a] Sever Details
[ii] RAM in GB ,
PRODUCTION Environment
[No need to provide DR Environment details]
[ii] RAM in GB
Annexure M
[Amount in Rs.]
Part [A] Details of Breakup in support of Sr.No. E of Commercial Bid after Reverse Auction
Note :
1. No. of resources each cell should be same as given in Annexure K
2. Rate per resource per month must be uniform across all the phases. However, rate per
resource per month for OATS and OFM support services as well as Junior and senior may be
different. In other words, there will be six rate per resource per month [1] OTAS-Leader [2]
OTAS-Junior [3] OTAS-Senior [4] OFMS-Leader [5] OFMS-Junior [6] OFMS-Senior.
Sr.No. Phase I - Resource Requirement per month
Support
1 Services A B C D E F G
2 Leader Senior Junior Total
3 Shift No Amount No Amount No Amount Amount
4 Onsite Advance I
5 Technical II
Support
6 III
7 General 1
8 OTAS - Sub-total Phase I 1
9 Onsite Facility I
10 Management II
Services
11 III
12 General 1
13 OFMS - Sub-total Phase I 1
14 Phase I Total 2 G14
Phase II -Resource Requirement per month
15 [Additional Resource over Phase I]
Support
16 Services A B C D E F G
17 Leader Senior Junior Total
18 Shift No Amount No Amount Amount
19 Onsite Advance I
20 Technical II
Support
21 III
22 General
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Part [B] Details of Breakup in support of Sr.No. F1 of Commercial Bid after Reverse
Auction
Note :
1. No. of resources each cell should be same as given in Annexure K
2. Rate per resource per month must be uniform across all the phases. However, rate
per resource per month for OATS and OFM support services as well as Junior and
senior may be different. In other words, there will be six rate per resource per month
[1] OTAS-Leader [2] OTAS-Junior [3] OTAS-Senior [4] OFMS-Leader [5] OFMS-Junior
[6] OFMS-Senior.
Sr.No Resource Requirement per month - Amount in Rs.
Support Services A B C D E F G
Total
Leader Senior Junior Amount
1 No Amount No Amount No Amount
OTAS - Sub-total Phase I to
2 IV 1
OFMS - Sub-total Phase I
3 to IV 1
4 Grand Total [2+3] 2 G4
G4 * 75 months given above should be equal to Sr.NO.F1 of
Check Point Commercial Bid after Reverse Auction
*********************************
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Annexure N
1. SOFTWARE/SERVICE LEVEL
AGREEMENT
2.
3. TEMPLATE#
In this regard, footnotes given in this document may please be referred to.
Contents
BETWEEN
State Bank of India, constituted under the State Bank of India Act, 1955 having its
Corporate Centre and Central Office at State Bank Bhavan, Madame Cama Road,
Nariman Point, Mumbai-21 and
its.,1
hereinafter referred to as the Bank (which expression shall, unless it be repugnant to
the context or meaning thereof, be deemed to mean and include its successors in title
and assigns) of one Part:
AND
.2
a private/public limited company/LLP/Firm <strike off whichever is not applicable>
incorporated under the provisions of the Companies Act, 1956/ Limited Liability
Partnership Act 2008/ Indian Partnership Act 1932 <strike off whichever is not
applicable>, and hereinafter referred to as , which expression
shall mean to include its successors in title and permitted assigns) of the Other Part:
WHEREAS
.4, and
1
Name & Complete Address of the Dept.
2
Name & Complete Address ( REGISTERED OFFICE) of the service Provider,
3
Purpose of the Agreement
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3.1 Definition
Certain terms used in this Agreement are defined hereunder. Other terms used in this
Agreement are defined where they are used and have the meanings there indicated.
Unless otherwise specifically defined, those terms, acronyms and phrases in this
Agreement that are utilized in the information technology services industry or other
pertinent business context shall be interpreted in accordance with their generally
understood meaning in such industry or business context, unless the context otherwise
requires/mentions, the following definitions shall apply:
4
Any other connected Purpose
5
Name of the Service Provider
6
Brief mentioning of service providers experience in providing the services required by the
Bank.
7
Basis on which service provider has agreed
8
Brief mentioning of the type of service to be provided.
9
Name of the Service Provider
10
Exclusive or Non-Exclusive
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A. The Bank shall mean the State Bank of India (including domestic branches
and foreign offices), its Associate Banks and subsidiaries:< Strike of whichever
is inapplicable.>
11
Name of Software
12
Name of Software
13
Name of the service provider
14
Description of nature of service in detail.
code, and all related development documents (e.g., flow charts, schematics,
statements of principles of operations, end-user manuals, architecture
standards, and any other specifications that are used to create or that comprise
the Code). Code shall include Maintenance Modifications and Enhancements
licensed by the Bank.
E. Confidential Information shall have the meaning set forth in Clause 15.
F. Intellectual Property Rights shall mean, on a worldwide basis, any and all:
(a) rights associated with works of authorship, including copyrights &moral
rights; (b) Trade Marks; (c) trade secret rights; (d) patents, designs, algorithms
and other industrial property rights; (e) other intellectual and industrial
property rights of every kind and nature, however designated, whether arising
by operation of law, contract, license or otherwise; and (f) registrations, initial
applications, renewals, extensions, continuations, divisions or reissues thereof
now or hereafter in force (including any rights in any of the foregoing).
G. Software shall mean (a) the software product(s) described in this agreement;
(b) all Maintenance Modifications and Enhancements that are provided to the
Bank; (c) the Code contained in or otherwise related to each of the foregoing;
and (d) the Documentation.
H. Project Documents shall mean all the plans, drawings and specifications
used while bidding and all other documents necessary to complete all work.
I. Deficiencies shall mean non satisfactory outcome of the services which has
resulted in deviation from the desired outcome and has thereby cause loss to a
party of this agreement.
L. Test Bug Reports shall mean a report providing the details as to the
efficiency of software in relation with reporting and resolution of any bug.
3.2 Interpretations:
3.2.4 The provisions of the contents table, headings, clause numbers, italics,
bold print and underlining is for ease of reference only and shall not
affect the interpretation of this Agreement.
3.2.9 The terms not defined in this agreement shall be given the same
meaning as given to them in the RFP. If no such meaning is given
technical words shall be understood in technical sense in accordance
with the industrial practices.
3.3.1 This Agreement shall commence from its date of execution mentioned
above/ deemed to have commenced from _______ (Effective Date).
3.3.2 This Agreement shall be in force for a period of ______ year(s), unless
terminated by the Bank by notice in writing in accordance with the
termination clauses of this Agreement.
3.3.3 The Bank shall have the right at its discretion to renew this Agreement
in writing, for a further term of _____ years on the mutually agreed
terms & conditions.
3.3.4 Either party can propose changes to the scope, nature or time schedule
of services being performed under this Service Level Agreement. Such
changes can be made upon mutually accepted terms & conditions
maintaining the spirit (Purpose) of this Service Level Agreement.
4. SCOPE OF WORK
1. _______________
2. _______________
15
Brief description of place of service
2.
16
Please see Clause 17 Termination Clause
17
The Purpose of this clause is identify any assumption made for this agreement.
18
Assumptions may include items including how the services will be used in future, projected
growth rates that may impact how services are to be delivered and future changes that were
considered but not included in the agreement
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1.
2.
3.
19
The purpose of this clause is to document the process and timeframe for responding to the
service requests.
Action 2........................
5. FEES /COMPENSATION
5.1.2 .
5.1.3 .
5.2 All duties and taxes (excluding/including21 service
tax, VAT or other local taxes) , if any, which may be levied, shall be borne
by the Service Provider and Bank shall not be liable for the same.All
expenses, stamp duty and other charges/ expenses in connection with
execution of this Agreement shall be borne by
(Service Provider).
5.3 (Service Provider) shall
provide a clear description quantifying the service element and goods
element in the invoices generated by them.
5.4 Payments
20
Describe in detail the service complain methodology for the services.
21
Please determine the applicability of the taxes.
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5.4.1 The Bank will pay properly submitted valid invoices within reasonable
period but not exceeding .......................days after its receipt thereof.
All payments shall be made in Indian Rupees.
5.4.2 The Bank may withhold payment of any charges that it disputes in good
faith, and may set-off penalty amount and any other amount which
..................................(Service provider) owes the Bank against charges
payable to ..................................(Service provider) under this
Agreement.
22
Please ensure that the time scheduled is suitably incorporated in the Agreement.
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6. LIABILITIES/OBLIGATION
(b)...............................................
(c)...............................................
7. REPRESENTATIONS &WARRANTIES
23
Please note the following clause can be kept only when there is a Separate Technical support
agreement.
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24
Please See Clause 5 Representation and Warranties
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9. CONTINGENCY PLANS.
9.1 The . (Service provider) shall arrange and ensure proper
Data Recovery Mechanism, Attrition Plan and other contingency plans to
meet any unexpected obstruction to the service provider or any employees
or sub-contractors of the service provider in rendering the Services or any
part of the same under this Agreement to the Bank. The
.. (Service Provider) at Banks discretion shall co-
operate with the bank in case on any contingency.
Bank, at no extra cost to the Bank, for ensuring smooth switch over and
continuity of services. If existing vendor is breach of this obligation, they shall
be liable for paying a penalty of Rs.___________on demand to the Bank, which
may be settled from the payment of invoices for the contracted period. The
Bank may also require the Service Provider to enter into a Transition &
Knowledge Transfer Agreement as mentioned in Annexure J
11.1 The Bank reserves the right to deduct, as liquidated damages to the extent
of .., in case of non-performance of software or for deficiency
in services provided by . (Services provided)as per work order or
service levels, if any. In such a case, the Bank also reserves the right to
levy penalties as per Annexure G notwithstanding the Bank reserving its
right to terminate the contract.
12.5 All the obligations towards the employees of a Party including that on
account of personal accidents occurred while working in the premises of
the other Party shall be with the respective employer and not on the Party
in whose premises the accident occurred.
11.6 The Bank reserves the right to ask .(Service Provider) and
..................(Service provider) shall change/ amend the clause(s) entered
between .(Service Provider) and Subcontractor for Banks
suitability.
13 INSTALLATION
(Service provider) will install the software/support the
Bank in installation of the software developed into the Banks production,
Disaster Recovery, Testing and training environment, if required.
14.1 The Bank has the right after providing reasonable notice to inspect, and
test the infrastructure, software, and procedures being followed which inter-
alia cover security aspect of the service provider for this engagement at any
time.
14.2 The Bank may audit..................... (Service provider)s records during
normal business hours related to the Services covered under this Agreement.
14.3 ................... (Service provider) shall, whenever required by the Bank,
furnish all relevant information, records/data to such Banks appointed
auditors and/or inspecting officials of the Bank/Reserve Bank of India and
or any regulatory authority. The Bank reserves the right to call and/or retain
for any relevant material information / reports including audit or review
15.2 All information relating to the accounts of the Banks customers shall be
confidential information, whether labeled as such or otherwise.
15.3 All information relating to the infrastructure and Applications (including
designs and processes) shall be deemed to be Confidential Information
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15.12 Any document received from the Bank shall remain the property of the
Bank and shall be returned (in all copies) to the Bank on completion of the
Service Providers performance under the Agreement.
15.13 Upon expiration or termination of the Agreement and on all amounts as
due and payable to..................... (Service provider) under the Agreement
having been received by..................... (service provider), all proprietary
documents, software documentation, programs partially or wholly
completed, or materials which are directly related to any project under the
Agreement shall be delivered to the Bank or at the Banks written
instruction destroyed, and no copies shall be retained by .....................
(Service provider) without the Banks written consent.
16 OWNERSHIP
16.1 ..................... (Service provider) will provide source code for every version
of the product/Software developed specifically for the Bank, without any
cost to the Bank, and it will be treated as the Property of the Bank.
16.2 The source code /object code /executable code and compilation procedures
of the software solution made under this agreement are the proprietary
property of the Bank and as such..................... (Service provider) shall
make them available to the Bank after successful User Acceptance Testing.
16.3 ..................... (Service provider) agrees that the Bank owns the entire right,
title and interest to any inventions, designs, discoveries, writings and
works of authorship, including all intellectual property rights, copyrights.
Any work made under this agreement shall be deemed to be work made
for hire under any Indian/U.S. or any other applicable copyright laws.
16.4 ..................... (Service provider) shall ensure proper change management
process covering Impact assessment, requirement and solution documents
detailing changes made to the software for any work order, in addition to
enabling the programmers identify and track the changes made to the
source code. The source code will be delivered in appropriate version
control tool maintained at the Banks on site location.
25
This agreement is to be made wherein the service provider has refused to give
ownership over the Software. The user department has to delete inapplicable para.
17.1 The Bank, without prejudice to any other remedy for breach
of contract, shall have the right to terminate the contract in whole or part,
if ..(service provider), at any time, by giving a written
notice of at least .(term of notice) fails to deliver any
or all of the deliverables within the period(s) specified in this Agreement,
or within any extension thereof granted by the Bank pursuant to conditions
of Agreement or if ..(service provider) fails to perform any
other obligation(s) under the Agreement provided a cure period of not less
than .(term) is given to ..(service
provider) to rectify the defects.
17.2 In the event the bank terminates the Agreement in whole or
in part for the breaches attributable to the ..............(Service Provider),
the bank may procure, upon such terms and in such manner, as it deems
appropriate, software or services similar to those undelivered and
.(service provider) shall be liable to the Bank for any excess
costs for such similar software or services. However,
.(service provider),in case of part termination, shall
continue the performance of the Agreement to the extent not terminated.
17.3 In the event of termination of the Agreement,
(service provider) shall be entitled to receive payment for
the Services rendered (delivered) up to the effective date of termination.
17.4 The Bank may at any time terminate the Agreement without
giving written notice to (Service provider), if
(Service provider) becomes bankrupt or otherwise
insolvent. In this event termination will be without compensation to
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18.3 In the absence of consensus about the single arbitrator, the dispute may be
referred to an arbitration panel; one to be nominated by each party and the
said arbitrators shall nominate a presiding arbitrator, before commencing
the arbitration proceedings. The arbitration shall be settled in accordance
with the applicable Indian Laws.
18.4 ..................... (Service provider) shall continue work under the Agreement
during the arbitration proceedings, unless otherwise directed by the Bank
or unless the matter is such that the work cannot possibly be continued
until the decision of the arbitrator is obtained.
18.5 Arbitration proceeding shall be held at .. (Place of
Arbitration), India, and the language of the arbitration proceedings and
that of all documents and communications between the parties shall be in
English.
18.6 This Agreement shall be governed by laws in force in India. Subject to the
arbitration clause above, all disputes arising out of or in relation to this
Agreement, shall be subject to the exclusive jurisdiction of the courts at
(place) only.
18.7 In case of any change in applicable laws that has an effect on the terms of
this Agreement, the Parties agree that the Agreement may be reviewed,
and if deemed necessary by the Parties, make necessary amendments to
the Agreement by mutual agreement in good faith, in case of disagreement
obligations mentioned in this clause shall be observed.
21 LIMITATION OF LIABILITY
21.3 The limitations set forth in Clauses 21.1 shall not apply with respect to:
26
Please see Clause 12 IPR Indemnification
27
Please see Clause 15 Security and Confidentiality
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22 FORCE MAJEURE
23 NOTICES
23.1 Any notice or other communication under this Agreement given by either
party to the other party shall be deemed properly given if in writing and;
i. When hand delivered during normal business hours of the recipient,
acknowledgment taken.
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By: By:
Name: Name:
Designation: Designation:
Date: Date:
WITNESS:
1. 1.
2. 2.
ANNEXURE, SCHEDULE, ETC
ANNEXURE-A
DELIVERABLES/SCOPE OF WORK
1. Description of Deliverables:
[Identify each individual component of the Deliverables, including
equipment and software, by name and version.]
Critical
High/Major
Medium/
Low/Minor
Very
Low/Cosmetic
3. Documentation:
[Identify here all user manuals and other documentation concerning the
Software.]
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ANNEXURE-B
Service- level Service level Service level time frame Service level
object category metric/measurement
range
Measurement Interval
Measurement Tool
ANNEXURE-C
ANNEXURE-D
Urgency Level
ANNEXURE-E
28
The purpose of this section is to document reports used to measure service levels. These reports must
align with the service measurement and should support these measurements.
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29
The purpose of this section to describe the frequency of meeting and composition of service review
board.
ANNEXURE-F
ESCALATION MATRICS30<strike off if not applicable>
Production <Name,
Support designation
contact
no.>
Service <Name,
Milestones designation
contact
no.>
Infrastructure <Name,
Management designation
contact
no.>
Application <Name,
Development designation
& contact
Maintenance no.>
ANNEXURE-G
Application
Uptime/
Downtime/ <delay in minutes / hours /days> < to be provided
RTO/RPO <strike by the dept.>
off whichever is
not applicable>
<For each
Periodical training <Delay ( in working days)>< to be provided>
resource not trained>
Non-availability
of staff
Reports/
Minor
Medium
Major
Critical
0% 5% (for every 1%
shortfall from the
stipulated service
level
Time taken for
resolution of
calls More than or
Help (99.9% of the equal to 99.9 Less than 99.9 % of
<to be provided by the dept.,>
Desk calls should be % of service service level
resolved within level
the stipulated
response time)
ANNEXURE - H
DATED.DAY OF.20
ESCROW AGREEMENT
BETWEEN
-AND-
-AND-
RECITALS:
This AGREEMENT datedday of.. is between insert name of agent
(Escrow Agent)
AND
State Bank of India (Principal)
AND
insert name of software owner (Supplier)
2. DURATION
4. SUPPLIERS OBLIGATIONS
4.1 The Supplier must deliver to the Escrow Agent 31 copy of the
Source Code, within .32 days of the date of this Escrow
Agreement.
4.2 Within .33 of the Supplier making any Upgrade or New
Release in relation to the Software available to the Principal, the Supplier
must deliver to and deposit with the Escrow Agent, one copy of the Source
Code for that Upgrade or New Release (or where appropriate, the Source
31
Please Specify number of copies required, Generally it is One(1) copy of source code.
32
Please specify the number of days.
33
Please specify the number of days.
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Code for the whole of the Software including that Upgrade or New
Release.
4.3 If the Source Code is lost, stolen, damaged or destroyed after delivery to
the Escrow Agent the Supplier must deliver another copy of the Source
Code as soon as practicable after notification of the loss, theft, damage or
destruction.
4.4 All copies of Source Code delivered to and deposited with the Escrow
Agent must be clearly labelled with the name of the Supplier, the name of
the Principal, a description of the Source Code (for example where Source
Code for an Upgrade only is delivered) and the date.
4.5 The Supplier warrants that all Source Code delivered to and deposited with
the Escrow Agent will be free from any virus or device which would
prevent it being used for the understanding, maintaining, modifying,
correcting or enhancing of the Software, or which would prevent or impede
a thorough and effective verification of the Source Code.
4.6 The Supplier further warrants that all Source Code delivered to and
deposited with the Escrow Agent will be an accurate and complete
expression of the Software (in its then current version) in human readable
language.
5.4 If the Source Code is lost, stolen, destroyed or damaged while it is in the
possession, custody or control of the Escrow Agent, the Escrow Agent
must:
5.4.1 immediately notify the Supplier and the Principal;
5.4.2 at its own expense fully co-operate in the replacement of the lost,
damaged or destroyed Source Code; and
5.4.3 fully indemnify the Supplier and the Principal in respect of costs
and expenses incurred as a result of such loss, damage or
destruction.
5.5 The Escrow Agent is not obliged to determine the nature, completeness, or
accuracy of any Source Code lodged with it.
The Supplier must pay the Escrow Fee annually in advance, the first payment
being due ..34 days after the date of this Agreement and fees
for subsequent years being due on each anniversary of the date of this
Agreement. The annual Escrow Fee shall be Rs..(In words)
7.1 The Principal may analyse and conduct such tests in relation to the Source
Code as the Principal considers reasonably necessary, to verify that the
Source Code deposited pursuant to this Agreement accords with the
description of the Source Code in this Agreement or as represented by the
Supplier.
7.2 The Principal may engage an independent assessor to undertake analysis
and tests of the Source Code on the Principals behalf.
7.3 The costs of the independent verification must be borne by the Principal,
unless the verification demonstrates that the Source Code does not accord
34
Please specify number of days.
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8.1 The Escrow Agent must not release, or allow access to, the Source Code
except in accordance with the provisions of this Agreement.
8.2 The Escrow Agent must release the Source Code to the Principal in not less
than 35 business days after receipt of a written request
signed by or on behalf of the Principal and accompanied by a Statutory
Declaration by an officer of the Principal declaring that:
8.2.1 the Principal has the right to terminate the Agreement for breach by
the Supplier; or
8.2.2 Supplier is wound up, or ordered wound up, or has a winding up
petition ordered against it, or assigns all or a substantial part of its
business or assets for the benefit of creditors, or permits the
appointment of a receiver for the whole or substantial part of its
business or assets, or otherwise ceases to conduct its business in the
normal course, or files a voluntary petition in bankruptcy or an
involuntary petition in bankruptcy is filed against the Supplier
which is not dismissed within 60 days thereafter; or
8.2.3 Supplier files a voluntary petition in bankruptcy or insolvency; or
8.2.4 Supplier discontinues business because of insolvency or
bankruptcy, and no successor assumes Suppliers Software
maintenance obligations or obligations mentioned in the License
Agreement; or
35
Please specify number of days.
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9. TERMINATION
9.1 This Software Escrow Agreement shall remain in force until the
termination/expiry of the Software License Agreement and / or the
Software Maintenance & Support Agreement or unless terminated under
the terms of this Software Escrow Agreement. Upon the termination or
expiry of the Software License Agreement or the Software Maintenance &
Support Agreement, this Software Escrow Agreement shall automatically
stand terminated.
9.2 The Principal and the Supplier may jointly terminate this Agreement on
. (..) days notice in writing to the Escrow Agent.
9.3 If this Agreement is terminated pursuant to this clause , the Escrow Agent
must deal with the Source Code in accordance with written directions
endorsed by both the Supplier and the Principal.
9.4 If this Agreement is terminated under this clause and the effective date of
termination is other than an anniversary of the date of this Agreement, the
Escrow Agent must within .() days of the date of
termination make a pro rata refund to the Principal of any Escrow Fees
paid in advance.
10.CONFIDENTIALITY
10.1 No party shall, except as permitted by this Escrow Agreement, make public
or disclose to any person any information about this Escrow Agreement or
the Source Code.
10.2 The Escrow Agent must not reproduce the Source Code or cause it to be
reproduced unless the Escrow Agent reasonably believes that reproduction
of the Source Code is necessary to carry out the Escrow Agents
obligations under this Escrow Agreement.
10.3 The obligations under this clause shall survive the termination or expiry of
this Escrow Agreement.
10.4 Escrow agent shall regard, preserve and keep as secret and confidential
all the Source Code including Supporting Materials deposited under this
Agreement. In maintaining confidentiality hereunder the Escrow agent
agrees and warrants that it shall, either on its own account or jointly with or
for any other person, firm, company or any other entity, without obtaining
the written consent of the supplier:
I. Not disclose, transmit, reproduce or make available the Source
Code including Supporting Materials or any part thereof to the
Principal prior to the occurrence/happening of any of the events
listed in this Agreement
II. Not disclose, transmit, reproduce or make available the Source
Code including Supporting Materials or any part thereof to any
person firm, company or any other entity other than its directors,
partners, advisers, agents or employees, who need to know the
same for the purpose of holding, preserving, safe custody and
security of the Source Code including Supporting Materials;
III. use at least the same degree of care in safeguarding the Source
Code including Supporting Materials as it uses for its own
confidential documents and information of like importance and
11.INSURANCE
11.1 The Escrow Agent must, be insured in respect of potential liability, loss or
damage arising at common law or under any statute in respect of claims for
property damage, personal injury, public liability and professional
indemnity relevant to the performance of the Escrow Agents obligations
pursuant to this Agreement.
11.2 The Escrow Agent must produce evidence on demand, to the satisfaction
of the Licensee or Licensor as the case may be, of the insurance effected
and maintained in accordance with this clause.
12.INDEMNITY
12.1 Escrow Agent agrees and undertakes to indemnify and hold the Supplier
and Principal harmless from any loss, damage, claims, liabilities, charges,
costs, or expense (including reasonable attorneys fees), that may arise or
be caused or result by reason of any breach, failure, delay, impropriety or
irregularity on its part to observe, adhere to, abide by or comply with any
of the terms and conditions of this Agreement, and to defend, at its own
12.2 The Escrow Agent indemnifies the other parties against any action, claim
or demand by the Escrow Agents servants, employees or agents or their
personal representatives or dependents arising out of the performance of
this Agreement.
14.1 In the event of any dispute between the Parties relating to this Agreement
or the Escrow, they shall first seek to settle the dispute by mutual
agreement. If they have not reached a settlement within one month, then
any disputing Party may thereafter submit the dispute to arbitration, and if
so submitted, such dispute shall be finally settled by arbitration conducted
in accordance with the Indian Arbitration and Conciliation Act, 1996. Any
arbitration, whether involving Escrow agent or not shall be conducted in
.. 36India. The language of arbitration shall be English. The
institution of any arbitration proceeding hereunder shall not relieve any
Party of its obligation to make payments under this Agreement. The
decision by the arbitrator shall be binding and conclusive upon the Parties,
their successors, assigns and trustees and they shall comply with such
decision in good faith.
36
Please specify the place of arbitration.
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19.SEVERABILITY
If any provision of this Agreement is held invalid, unenforceable or illegal, the
offending provision shall be severed from this Agreement and the remaining
parts of this Agreement remain in full force and effect.
20.NOTICES
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(Principal)
(Supplier)
and:
20.1.1 delivered by hand (in which case the notice is deemed to have been
received upon delivery);
20.1.2 sent by pre-paid ordinary post (in which case the notice is deemed
to have been received three (3) business days after posting); or
20.1.3 sent by facsimile (in which case the notice is deemed to have been
received upon receipt by the sender of confirmation of successful
transmission).
20.1.4 A party may change its address for service of notices by written
notice to the other parties.
By (signature):____________________ By
(signature):_____________________
Name: ____________________ Name
:_____________________
Title:____________________ Title: _____________________
Email: ____________________ Email: _____________________
ANNEXURE I
NON-DISCLOSURE AGREEMENT
And
____________________________________ (hereinafter referred to as _________
which expression shall unless repugnant to the subject or context thereof, shall mean
and include its successors and permitted assigns) of the OTHER PART;
And Whereas
1. _________________________________________ is carrying on business of
providing _________________________________, has agreed to
__________________________ for the Bank and other related tasks.
2. For purposes of advancing their business relationship, the parties would need to
disclose certain valuable confidential information to each other. Therefore, in
consideration of covenants and agreements contained herein for the mutual
disclosure of confidential information to each other, and intending to be legally
bound, the parties agree to terms and conditions as set out hereunder.
NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS
UNDER
1. Confidential Information and Confidential Materials :
such disclosure and shall comply with any applicable protective order or
equivalent. The intended recipients for this purpose are:
(1) the statutory auditors of the Customer and
(2) regulatory authorities regulating the affairs of the Customer and inspectors and
supervisory bodies thereof
(c) The foregoing obligations as to confidentiality shall survive any termination of this
Agreement
(d) Confidential Information and Confidential Material may be disclosed, reproduced,
summarized or distributed only in pursuance of Receiving Partys business
relationship with Disclosing Party, and only as otherwise provided hereunder.
Receiving Party agrees to segregate all such Confidential Material from the
confidential material of others in order to prevent mixing.
(e) Receiving Party may not reverse engineer, decompile or disassemble any software
disclosed to Receiving Party.
3. Rights and Remedies
(a) Receiving Party shall notify Disclosing Party immediately upon discovery of any
unauthorized used or disclosure of Confidential Information and/ or Confidential
Materials, or any other breach of this Agreement by Receiving Party, and will
cooperate with Disclosing Party in every reasonable way to help Disclosing Party
regain possession of the Confidential Information and/ or Confidential Materials
and prevent its further unauthorized use.
(b) Receiving Party shall return all originals, copies, reproductions and summaries of
Confidential Information or Confidential Materials at Disclosing Partys request, or
at Disclosing Partys option, certify destruction of the same.
(c) Receiving Party acknowledges that monetary damages may not be the only and / or
a sufficient remedy for unauthorized disclosure of Confidential Information and
that disclosing party shall be entitled, without waiving any other rights or remedies
(as listed below), to injunctive or equitable relief as may be deemed proper by a
Court of competent jurisdiction.
a. Suspension of access privileges
b. Change of personnel assigned to the job
c. Financial liability for actual, consequential or incidental
damages
d. Termination of contract
(d) Disclosing Party may visit Receiving Partys premises, with reasonable prior notice
and during normal business hours, to review Receiving Partys compliance with the
term of this Agreement.
4. Miscellaneous
(a) All Confidential Information and Confidential Materials are and shall remain the
property of Disclosing Party. By disclosing information to Receiving Party,
Disclosing Party does not grant any expressed or implied right to Receiving Party
to disclose information under the Disclosing Party patents, copyrights, trademarks,
or trade secret information.
(b) Any software and documentation provided under this Agreement is provided with
RESTRICTED RIGHTS.
(c) Neither party grants to the other party any license, by implication or otherwise, to
use the Confidential Information, other than for the limited purpose of evaluating
or advancing a business relationship between the parties, or any license rights
whatsoever in any patent, copyright or other intellectual property rights pertaining
to the Confidential Information.
(d) The terms of Confidentiality under this Agreement shall not be construed to limit
either partys right to independently develop or acquire product without use of the
other partys Confidential Information. Further, either party shall be free to use for
any purpose the residuals resulting from access to or work with such Confidential
Information, provided that such party shall maintain the confidentiality of the
Confidential Information as provided herein. The term residuals means
information in non-tangible form, which may be retained by person who has had
access to the Confidential Information, including ideas, concepts, know-how or
techniques contained therein. Neither party shall have any obligation to limit or
restrict the assignment of such persons or to pay royalties for any work resulting
from the use of residuals. However, the foregoing shall not be deemed to grant to
either party a license under the other partys copyrights or patents.
(e) This Agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof. It shall not be modified except by a written agreement
dated subsequently to the date of this Agreement and signed by both parties. None
of the provisions of this Agreement shall be deemed to have been waived by any
act or acquiescence on the part of Disclosing Party, its agents, or employees,
except by an instrument in writing signed by an authorized officer of Disclosing
Party. No waiver of any provision of this Agreement shall constitute a waiver of
any other provision(s) or of the same provision on another occasion.
(f) In case of any dispute, both the parties agree for neutral third party arbitration.
Such arbitrator will be jointly selected by the two parties and he/she may be an
auditor, lawyer, consultant or any other person of trust. The said proceedings shall
Place
Signature
//Avinash.chhari/SLA_Draft
Transition Plan
(Annexure J)
1. Introduction
1.1 This Annexure describes the duties and responsibilities of the SERVICE
PROVIDER and the STATE BANK OF INDIA to ensure proper transition
of services and to ensure complete knowledge transfer.
2. Objectives
2.1 The objectives of this annexure are to:
(1) ensure a smooth transition of Services from the SERVICE PROVIDER
to a New/Replacement SERVICE PROVIDER or back to the
STATE BANK OF INDIA at the termination or expiry of this
Agreement;
(2) ensure that the responsibilities of both parties to this Agreement are
clearly defined in the event of exit and transfer; and
(3) ensure that all relevant Assets are transferred.
3. General
3.2 The SERVICE PROVIDER shall co-operate fully with the STATE BANK
OF INDIA and any potential Replacement SERVICE PROVIDERs
tendering for any Services, including the transfer of responsibility for the
provision of the Services previously performed by the SERVICE
PROVIDER to be achieved with the minimum of disruption. In particular:
3.2.1 during any procurement process initiated by the STATE BANK OF
INDIA and in anticipation of the expiry or termination of the
Agreement and irrespective of the identity of any potential or actual
Replacement SERVICE PROVIDER, the SERVICE PROVIDER
shall comply with all reasonable requests by the STATE BANK OF
INDIA to provide information relating to the operation of the
Services, including but not limited to, hardware and software used,
inter-working, coordinating with other application owners, access to
and provision of all performance reports, agreed procedures, and any
other relevant information (including the configurations set up for
the STATE BANK OF INDIA and procedures used by the
SERVICE PROVIDER for handling Data) reasonably necessary to
achieve an effective transition, provided that:
3.2.1.1 the SERVICE PROVIDER shall not be obliged to provide any
information concerning the costs of delivery of the Services or
any part thereof or disclose the financial records of the
SERVICE PROVIDER to any such party;
3.2.1.2 the SERVICE PROVIDER shall not be obliged to disclose any
such information for use by an actual or potential Replacement
SERVICE PROVIDER unless such a party shall have entered
into a confidentiality agreement; and
3.5 The SERVICE PROVIDER shall provide to the STATE BANK OF INDIA
an analysis of the Services to the extent reasonably necessary to enable the
STATE BANK OF INDIA to plan migration of such workload to a
Replacement SERVICE PROVIDER provided always that this analysis
involves providing performance data already delivered to the STATE
BANK OF INDIA as part of the performance monitoring regime.
3.6 The SERVICE PROVIDER shall provide such information as the STATE
BANK OF INDIA reasonably considers to be necessary for the actual
Replacement SERVICE PROVIDER, or any potential Replacement
SERVICE PROVIDER during any procurement process, to define the
tasks which would need to be undertaken in order to ensure the smooth
transition of all or any part of the Services.
3.7 the SERVICE PROVIDER shall make available such Key Personnel who
have been involved in the provision of the Services as the Parties may
agree to assist the STATE BANK OF INDIA or a Replacement SERVICE
PROVIDER (as appropriate) in the continued support of the Services
beyond the expiry or termination of the Agreement, in which event the
STATE BANK OF INDIA shall pay for the services of such Key
Personnel on a time and materials basis at the rates agreed between the
parties.
3.8 The SERVICE PROVIDER shall co-operate with the STATE BANK OF
INDIA during the handover to a Replacement SERVICE PROVIDER and
such co-operation shall extend to, but shall not be limited to, inter-working,
co-ordinating and access to and provision of all operational and
performance documents, reports, summaries produced by the SERVICE
PROVIDER for the STATE BANK OF INDIA, including the
configurations set up for the STATE BANK OF INDIA and any and all
information to be provided by the SERVICE PROVIDER to the STATE
BANK OF INDIA under any other term of this Agreement necessary to
achieve an effective transition without disruption to routine operational
requirements.
5. Subcontractors
5.1 The SERVICE PROVIDER agrees to provide the STATE BANK OF
INDIA with details of the Subcontracts used in the provision of the
Services. The SERVICE PROVIDER will not restrain or hinder its
Subcontractors from entering into agreements with other prospective
service providers for the delivery of supplies or services to the
Replacement SERVICE PROVIDER.
7. Transfer of Assets
7.1 ..months prior to expiry or within.. week of notice of
termination of the Agreement the SERVICE PROVIDER shall deliver to
the STATE BANK OF INDIA the Asset Register comprising:
(1) a list of all Assets eligible for transfer to the STATE BANK OF
INDIA; and
(2) a list identifying all other Assets, (including human resources, skillset
requirement and know-how), that are ineligible for transfer but
which are essential to the delivery of the Services. The purpose of
each component and the reason for ineligibility for transfer shall be
included in the list.
7.2 Within month of receiving the Asset Register as described above,
the STATE BANK OF INDIA shall notify the SERVICE PROVIDER of
the Assets it requires to be transferred, (the Required Assets), and the
STATE BANK OF INDIA and the SERVICE PROVIDER shall provide
for the approval of the STATE BANK OF INDIA a draft plan for the Asset
transfer.
7.3 In the event that the Required Assets are not located on STATE BANK OF
INDIA premises:
(1) the SERVICE PROVIDER shall be responsible for the dismantling and
packing of the Required Assets and to ensure their availability for
collection by the STATE BANK OF INDIA or its authorised
representative by the date agreed for this;
(2) any charges levied by the SERVICE PROVIDER for the Required
Assets not owned by the STATE BANK OF INDIA shall be fair
and reasonable in relation to the condition of the Assets and the
then fair market value; and
(3) for the avoidance of doubt, the STATE BANK OF INDIA will not be
responsible for the Assets.
7.4 The SERVICE PROVIDER warrants that the Required Assets and any
components thereof transferred to the STATE BANK OF INDIA or
Replacement SERVICE PROVIDER benefit from any remaining
manufacturers warranty relating to the Required Assets at that time,
always provided such warranties are transferable to a third party.
9. Transfer of Software
9.1 Wherein State Bank of India is the owner of the software, . months
prior to expiry or within weeks notice of termination of this
Agreement the SERVICE PROVIDER shall deliver, or otherwise certify in
writing that it has delivered, to the STATE BANK OF INDIA a full,
accurate and up to date version of the Software including up to date
versions and latest releases of, but not limited to:
the STATE BANK OF INDIA a full, accurate and up-to date set of
Documentation that relates to any element of the Services as defined in
Annexure.
(a) a plan for the handover and continuous delivery of the Service Desk
function and allocate the required resources;
(b) full and up to date, both historical and outstanding Service Desk ticket
data including, but not limited to:
(1) Incidents;
(2) Problems;
(3) Service Requests;
(4) Changes;
(5) Service Level reporting data;
(c) a list and topology of all tools and products associated with the
provision of the Softwares and the Services;
(d) full content of software builds and server configuration details for
software deployment and management; and
(e) monitoring software tools and configuration.
the request of the STATE BANK OF INDIA, shall destroy all such copies
of the STATE BANK OF INDIA Data then in its possession to the extent
specified by the STATE BANK OF INDIA.
14.2 Except where, pursuant to paragraph 14.1 above, the STATE BANK
OF INDIA has instructed the SERVICE PROVIDER to destroy such
STATE BANK OF INDIA Data as is held and controlled by the SERVICE
PROVIDER, .. months prior to expiry or within .. month of
termination of this Agreement, the SERVICE PROVIDER shall deliver to
the STATE BANK OF INDIA:
(1) An inventory of the STATE BANK OF INDIA Data held and
controlled by the SERVICE PROVIDER, plus any other data
required to support the Services; and/or
(2) a draft plan for the transfer of the STATE BANK OF INDIA Data held
and controlled by the SERVICE PROVIDER and any other
available data to be transferred.
15. Training Services on Transfer
15.1 The SERVICE PROVIDER shall comply with the STATE BANK OF
INDIAs reasonable request to assist in the identification and specification
of any training requirements following expiry or termination. The purpose
of such training shall be to enable the STATE BANK OF INDIA or a
Replacement SERVICE PROVIDER to adopt, integrate and utilize the
Data and Assets transferred and to deliver an equivalent service to that
previously provided by the SERVICE PROVIDER.
15.2 The provision of any training services and/or deliverables and the charges
for such services and/or deliverables shall be agreed between the parties.
15.3 Subject to paragraph 15.2 above, the SERVICE PROVIDER shall produce
for the STATE BANK OF INDIAs consideration and approval ..
months prior to expiry or within Working Days of issue of
notice of termination:
(1) A training strategy, which details the required courses and their
objectives;
(2) Training materials (including assessment criteria); and
(3) a training plan of the required training events.
15.4 Subject to paragraph 15.2 above, the SERVICE PROVIDER shall schedule
all necessary resources to fulfil the training plan, and deliver the training as
agreed with the STATE BANK OF INDIA.
15.5 SERVICE PROVIDER shall provide training courses on operation of
licensed /open source software product at STATE BANK OF INDIAs
.Premises, at such times, during business hours as STATE
BANK OF INDIA may reasonably request. Each training course will last
for hours. STATE BANK OF INDIA may enroll up to
.. of its staff or .. employees of the new/replacement
service provider in any training course, and the SERVICE PROVIDER
shall provide a hard copy of the Product (licensed or open sourced)
standard training manual for each enrollee. Each training cource will be
taught by a technical expert with no fewer than . Years of
experience in operating .. software system. SERVICE
PROVIDER shall provide the . training without any
additional charges.
16. Transfer Support Activities
16.1 .. months prior to expiry or within ..Working Days of
issue of notice of termination, the SERVICE PROVIDER shall assist the
STATE BANK OF INDIA or Replacement SERVICE PROVIDER to
develop a viable exit transition plan which shall contain details of the tasks
and responsibilities required to enable the transition from the Services
provided under this Agreement to the Replacement SERVICE PROVIDER
or the STATE BANK OF INDIA, as the case may be.
16.2 The exit transition plan shall be in a format to be agreed with the STATE
BANK OF INDIA and shall include, but not be limited to:
(1) a timetable of events;
(2) resources;
(3) assumptions;
(4) activities;
(5) responsibilities; and
(6) risks.
16.3 The SERVICE PROVIDER shall supply to the STATE BANK OF INDIA
or a Replacement SERVICE PROVIDER specific materials including but
not limited to:
(a)Change Request log;
(b) entire back-up history; and
(c)dump of database contents including the Asset Register, problem
management system and operating procedures. For the avoidance of
doubt this shall not include proprietary software tools of the
SERVICE PROVIDER which are used for project management
purposes generally within the SERVICE PROVIDER's business.
16.4 The SERVICE PROVIDER shall supply to the STATE BANK OF INDIA
or a Replacement SERVICE PROVIDER proposals for the retention of
Key Personnel for the duration of the transition period.
16.5 On the date of expiry the SERVICE PROVIDER shall provide to the
STATE BANK OF INDIA refreshed versions of the materials required
under paragraph 16.3 above which shall reflect the position as at the date
of expiry.
16.6 The SERVICE PROVIDER shall provide to the STATE BANK OF INDIA
or to any Replacement SERVICE PROVIDER within
.Working Days of expiry or termination a full and complete
copy of the Incident log book and all associated documentation recorded
by the SERVICE PROVIDER during the months prior to the
date of expiry or termination.
16.7 The SERVICE PROVIDER shall provide for the approval of the STATE
BANK OF INDIA a draft plan to transfer or complete work-in-progress at
the date of expiry or termination.
WITNESS:
1. 1.
2. 2.
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_Draft/ver. 1