INDIA NON JUDICIAL

Government of National Capital Territory of Delhi•••. _.. .._.w ._ .•• ··,·_···_·_·_···_····_-_· __ ····_-- -- .•. .-----.--- •.•.•. ------... ------- -.------ -

e-Stamp

First Party

Second Party

Stamp Duty Paid By

Stamp Duty Amount(Rs.)

IN-DL61552265611954020-jun-2016 12:44 PMIMPACC (IV)/ d1939303/ DELHI! DL-DLH

SUBIN-DLDL939303224660955543350

STATE BANK OF INDIA

Article 5 General Agreement

Not Applicable

o(Zero)STATE BANK OF INDIADIRECTORATE GENERAL OF SUPPLIES AND DISPOSALS

STATE BANK OF INDIA100(One Hundred only)

Certificate No.

Certificate Issued Date

Account Reference

Unique Doc. Reference

Purchased by

Description of Document

Property Description

Consideration Price (Rs.)

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Memorandum of Understanding

THIS MEMORANDUMOF UNDERSTANDING(MoU) made between President ofIndia acting through Mr. Ajay Kumar Rai, Director (Systems), a duly authorisedofficer, Directorate General of Supplies & Disposals having its office at 5,Sansad Marg, Jeevan Tara Building, New Delhi-ll0001 (hereinafter referred toas "DGS&D" which expression unless repugnant to the context, shall alwaysmean and include its successors and permitted assigns) being the party of thefirst PART;

AND"STATE BANK OF INDIA", a body Corporate, constituted under the StateBank of India Act, 1955 (No. 23 of 1955) having its Corporate Centre atMadame Cama Road, Nariman POint, Mumbai-400021 through its New DelhiMain Branch having Office at 11, Sansad Marg,New Delhi-ll0001 (hereinafterreferred to as the Bank which expression unless repugnant to the context,shall always mean and include its successors and permitted assigns), throughMr Vijay Kumar Nagpal, Deputy General Manager, a duly authorised Officer inthis behalf, of the other PART."

DGS&D and SBI shall hereinafter collectively referred to as the "Parties" andindividually as "Party".

WHEREAS DGS&D has agreed to assign SBI with the task of establishing e­payment system as integrated with www.dgsnd.gov.in and www.g~m.gov.inand www.dgsndtenders.gov.in/nicgep/appforcollectionandtransfer.toappropriate Govt. Account within permissible time, of Cost of tenderdocuments/Registration Fees/Earnest Money Deposit (EMD)/Security Deposit(SD) or any other charges due from the customers to DGS&D as per the Terms& Conditions set out hereinafter appearing.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL MOU ANDCOVENANTS AND CONDITIONS HEREIN CONTAINED, IT IS HEREBYAGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

Establishing e-payment system as integrated with www.dgsnd.gov.in andwww.gem.goy.in and www.dg$OQt~nQ~5_,_Q_Qv.iDlflicg_~Jj3_QQfor collection andtransfer, within permissible time, of Cost of tender fees/Registration fees /EMD / SD or any interest thereon arising due to activities of the customers on

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www.dgsnd.gov.in and www.gem.gov.in andw_yyyy~dgsndt~_nders.!90v.i[l/nicgep/app,to appropriate Govt. Account through56I as per the Terms& Conditionsset out hereinafter appearing, including thefollowing:

1.0) DEFINITIONS:-'Customer' - Customermeansany person registeredor to be registeredwithDG5&D website www.dgsnd.gov.in and www.gem.gov.in andwww.dgsndtenders.gov.in/nicgep/appand who desiresto avail servicesofferedby DGS&D through www.dgsnd.gov.in and www.gem.gov,in andwww.dgsndtenders.gov.in/nicgep/aQPand make payment from his/heraccount to 56r for the same using any of the payment modes namelynetbanking, Debit/Credit cardsetc.

'Customer Charge' - means the fee payable by the customer towards Costof tender Fee/RegistrationFee/EMD/SDand any interest thereon along withapplicable taxes, duties, cost, charges, expenses (if any) as prescribed byDG5&Din conformity with the applicableRules& Regulations.

'Service Fee' means, the amount per Transaction charged by the S6I fromthe customer for the facility (in addition to the 'customer charge') as specifiedin para 9.0 (As per Annexure B).

"Charge back transaction" means those transactions which the Customerdisputes for not having received the products/services as per purchaseorder/Terms& Conditionsfrom merchant.

'Effective Date' means the date of execution of this MOU by the Partieswhich will be the date of signing of MOU, except in specific clause(s) whereindicatedotherwise.

'Facility' meansPaymentGatewayfacility (S6I Multi Option PaymentSystem)provided by the 56I as integrated with www.dgsnd.gov.in andwww.gem.gov.in and www.dgsndtenders.gov.in/nicg_t;v19Jillin terms of thisMOUand any other servicesthat augment or enhancethe current facility:

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'Order or service request' means an order for availing services raised bythe customer on DGS&Dthrough www.dgsnd.gov.inand www.gem.gov.in andwww.dgsndtenders.gov.in/nicgep/app.

'Service' meansany service that offers to provide, and that is availed by thecustomer, the payment of which is to be made through the customer's validInternet BankingAccount/or any other Channelwith SBI/or any other bank.

'Transaction' means every service request that results in delivery ofsuccessful completion confirmation/failure report by the S8I to DGS&D inrespect of which service request was placed by the customer or informationaccessed by Customers from DGS&D through www.dgsnd.gov.in and

'!:{ww.gem.gov.inand www.dgsndtenders.gov.in/nicgep/aRQ.

"Pooling / Nodal Account" means account of DGS&Dwith Branch of S8Ifor the purpose of facilitating online paymentswith respect to RBI notificationdated 24th Nov 2009. The Branch will open Nodal/Pooling Accounts forcollection of Tender fees and Registrationfees/ EMD/ SD and any other feesand these account numberswill be intimated by SBI to DGS&Dafter signing ofthis MoU.

'Transaction value' is defined as total transaction value of all successfultransactions routed through SBI Internet Banking.

2.0) TERM: NON-EXCLUSIVE

a) This MOUshall becomeeffective on the date as defined above andshall remain in full force and effect for a period of five years from theeffective date, subject to the periodical review on need basis forincremental facilities desired by DGS&D which may be extendedthereafter by mutual consentamong the parties.

b) Nothing in this MOUshall prohibit the DGS&Dor SBI from engagingfor services similar to those provided under this MOU to others,including competitors of DGS&D/SBI.

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3.0) Responsibility of State Bank of India (5BI)

a) In Management of facility, SBragreesto:i) Make its best efforts with due diligence to ensure and maintain the

facility in operation 24 hours a day, seven days a week with suitableback up alternate arrangements to ensure continued operation ofservicesthrough web portal of www.onlinesbLcom.

ii) Make its best efforts with due diligence to ensure to provide the facilityin a manner that protects information transmitted by the Software from(A) unauthorised interception, (8) undetected unauthorisedmodification or alteration after its origination, (C) undetected initiationby persons posing as other persons or entities, (D) unauthorisedreplication.

iii) Make its best efforts with due diligence to ensure Contingencyplans/disaster recoverymechanismfor unforeseencircumstances.

iv) To ensure security of the data and the software residing on Bank'sserver with periodical security audit of the software being used inproviding the serviceson www.onlinesbLcom.

Limitations: The S8r obligations described above are subject to thefollowing limitations:

i) Messagesthat originate from the server hosted by NIC actingon behalf of the DGS&D or the server of any third partyoesiqnated by DGS&Dshall be deemed to be authorised by theDGS&D, and SBI shall not be liable for processing suchmessages;save and except for the data processing required foraccepting the payment tendered through e-Payment system forthe compliance/informationsought by the DGS&D/customer.

ii) SBr would in no way be responsible for the security ofdata residing on the server hosted by NIC acting on behalf ofthe DGS&D,or a third party designatedby the DGS&D.

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iii) SBl shall have no liability for any failure or delay inperforming its obligations under this MOUif such failure or delay:(A) is caused solely by the "DGS&D/NlC" acts or omissions; (B)results from actions taken by the SBl in a reasonablegood faitheffort to avoid violating a law, rule or regulation of anygovernmental authority or to prevent fraud on Customers; orsolely due to the inability of the "DGS&D" or "NlC" acting onbehalf of the DGS&D to process the message/informationsupplied by the SBl ; (C) is causedby circumstancesbeyond theSBl control, including but not limited to vandalism, hacking,theft, phone service disruptions, internet disruptions, loss ofdata, extreme or severeweather conditions or any other causesin the nature of "ACTSOFGOD"or force majeure.

b) Customer Support: - SBl shall endeavour to provide best customersupport to the Customerswith respect to using the facility in terms ofthe applicable Rules & Regulations prescribed by law. Such supportshall include appropriate notice to the Customers of (i) a means ofcontacting the SBl in the event the Customer has questions regardingthe mode of payment by Internet Bankingthrough their web portal (ii)reference to the available procedures for resolving any query ordisputes.

If there is any failure to comply with this paragraph by SBI, which iscausing an unacceptableaccountability/burden on the e-Procurementsystem, DGS&Dmay take suitable action stating reasonsthereto if suchnon-complianceis not remediedwithin 7 days.

The SBl will prominently display on its website the details of servicefeechargeable as agreed between DGS&Dand Bank, to customers forusing the facility of payment gateway Internet banking.

The SBI will provide email id and telephone numbers to display onDGS&D website (www.dgsnd.gov.in and www.gem.gov.in andwww.dgsndtenders.gov.in/nicgep/app) for any customer grievances,redressalor query.

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c) Compliance with Law & guidelines: The SBI shall at all times complywith applicable laws of the land, rules and regulations in so far as relevantto its use of the Facility.The SBrwill at all times comply with the guidelinesset by RBI/Ministry of Finance/DGS&Dor any other Govt. body asapplicable from time to time. DGS&Dshall not be responsiblefor SBI act ofnon-compliance with applicable laws and regulations. If the utilisationof the Facility by the SBI results in or may result in non-compliancebeingplaced on the DGS&Dunder RBI guidelines, provided the DGS&D,has dulynotified in writing to the SBI and the SBr has not remedied within 7 days,such utilisation shall be deemedto be a violation of this MOU.

d) Prevention of Infringement: If for any reason the software of thefacility or its component becomes,or in the opinion of DGS&Dis likely tobecome, the subject of a claim of infringement, then SBI shall, at itsexpense, either (i) procure the right to continue using the software aspermitted in this MOU,or (ii) replace or modify software or the infringingcomponent of the software so that it becomesnon-infringing. If, after usingcommercially reasonableefforts, the SBI is unable to cure the infringement,DGS&Dmay seek to resolvethe dispute as deemedfit.

4.0) Collection of Customer Charges

i) SBIwill arrange for collectionof Costof tender Fees/RegistrationFees(incontext of e-Auctlon/Tender only)/EMD/SD or any interest thereon forthe DGS&Dthrough the following Channelsand transfer of the amountas instructed through www.dgsnd.gov.in and www.gem,gov.in andwww.dgsndtenders.gov.in/nicgep/appto desionatedGovernmentaccounton completion of transaction.

i. State Bankof India's Internet Bankingthrough Direct Debit tothe account of customer.

ii. Debit Cardsof SBIiii. Other BanksInternet Banking/DebitCardsiv. VISA/ MASTERCredit Cards.

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SBI will arrange to debit the customer account, irrevocably,on receipt ofinstructions from DGS&Dsite (www.dgsnd.gov.in and www.gem.gov.inand yvww.dgsndtenders.gov.in/ni~gep/app) duly authenticated/authorised by the customer.

ii) On debit to Customer'saccount in S8I, S8r shall automatically creditthe Internal Collection Account for a like amount on T+1basis (withinone working day after the date of the transaction) and settle the fundswith RBI as per Govt. BusinessRuleswithin the time lines prescribedbyby ReserveBankof India. In caseof other Bank'scustomer,SBIwill credit

the collection account on T+1basis,where 'T' meansthe day when 581will receivethe funds from other banks.

Repudiation of Payment:

SBrmay repudiate payment in respectof Orderswhere:i. As prescribed by the VISA/MasterCard or any other CardOrganisation(s).ii. If no such time line is prescribed, then within 21 days of intimationfrom SBI to DGS&D.

a)Paymentof any order,which the Customerdisputes, SBI shall ask the Customerto deal the case directly with merchant i.e DGS&Das per Clause 8 below.However, if such dispute is not resolved within the timelines or in case thecustomer is not satisfied and demands the same from SBI, then SBI shallintimate DGS&Don the same and DGS&Dshall resolve the dispute withinaforesaid timelines, failing which, SBI shall debit the Internal CollectionAccountand credit the Customer'saccount.

b) Where SBr is entitled to repudiate payments in respectof an Order for reasonsas mentioned in 4 (a) above and has already credited the Internal CollectionAccount of DGS&Das per clause 4(ii) hereinabove, SBI shall be entitled torefund, by way of Debiting the Internal CollectionAccount of DG S&D with aintimation to DGS&D, or,

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c) Call upon DGS&Dto deposit the relevant amount in their CollectionAccountwithin 7 working days

5.0) SBI INTERNET BANKING: DIRECT DEBIT

• DGS&D do understand and agree to the following system of InternetBanking for facilitating transaction on DGS&D Website(www.dgsnd.gov.in and www.gem.gov.in andwww.dgsndtenders.gov.in/nicgWflj)_Q) on account of Cost of TenderFees/RegistrationFees/EMD/SDor any interest thereon arising due toactivities of the customerson the said website or any other transactionagreed to subsequentlythrough mutual consent.

• DGS&Dthrough NIC shall provide a link to the SBI Internet Bankingportal viz. www.onlinesbLcom and Customers willing to exercise thisoption of payment (who shall have an account with SBI having InternetBanking facility with transaction rights) shall be directed to the samealong with a string containing a unique ReferenceID (RID) and otherparameterswhich need to be displayedto customer on SBI website. Onconfirmation of payment by customer, unique Transaction ID would begenerated by www.onlinesbi.comwith the success/failure flag and thecustomer will be directed back to the www.dgsnd.gov.in and

WWWA~m.gov.iJJand www.dgsndtenders.gov.in/nicgep/appportal.

• Electronic confirmation as Cyber Receipt bearing the unique ReferenceID (RID) and unique Transaction ID, Amount and Time would bedisplayed to the customer immediately after receiving successmessageby www.dgsnd.gov.in and www.gem.gov.in andwww.dgsndtenders.gov.in/nicgep@QQ.

• The www.dgsnd.gov.in and www.gem.gov.in andwww.dgsndtenders.gov.in/nicgep/app portal shall send a verificationstring direct to www.onlinesbi.com for independent verification ofstatus, amount of transaction and other details identified with uniqueTransaction ID generated by www.onlinesbLcom. Irrespective of themessagereceived in response,no transaction status shall be treated assuccessful if the verification activity of a transaction has failed (DoubleVerification).

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• On successful payment, the said amount of transaction towards TenderFees/Registration Fees/EMD/SD or any interest thereon would becredited to the DGS&DAccount.

6.0) PROVIDING COLLECTION INFORMATION TO DGS&D:

a. MIS on the agreed format for amount collected towards Cost of TenderFees/Registration Fees ( in context of e-Auction(Tender only)/EMD/SD andany interest thereon, will be sent to the www.dgsnd.gov.in andwww.gem.gov.in and www.dgsndtenders.gov.in/nicgep/app portal by SSLmode by 16.00 Hrs the following working day.

b. The MIS files will be consolidated/named as (SBddmmyy) and thentransmitted to www.dgsnd.gov.in and www.gem.QQ_v.in andwww.dgsndtenders.gov.in/nicgep/app in secured and safe manner as perthe formats desired by DGS&D in compatible data form. SBI will alsoarrange to provide additional information as specified by DGS&D from timeto time. These MIS files will also be maintained for generation of exceptionreports in format specified by DGS&D on SBI's portal of www.onlinesbi.comwith access to authorizes DGS&D users for accessing and downloading dailyMIS reports/statements.

7.0) RECONCILIATION AND GENERATION OF EXCEPTION REPORTS:DGS&D will carry out a two stage reconciliation of the payment data MISsent to the www.dgsnd.gov.in and wW\iY.,gem.gov.in andwww.dgsndtenders~gov.ioLojcgep/app portal by SBI:

i. Reconciliation of total amount collected for DGS&D as reported by S8rand the total amount payable to DGS&D at the end of a particular day'stransaction. SBI shall provide necessary information on format as desiredby DGS&D from time to time.

ii. Reconciliation of total collected amount reported by SBI in MIS sent towww.dgsnd.gov.in and www.gem.gov.in andwww.dgsndtenders.gov.in/nicgepiapp portal with the actual amountcredited by SBr to Government account for settlement of Governmentfunds as per laid down instructions. SBr shall provide necessaryinformation on format as desired by DGS&D from time to time.

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iii. DGS&Dwill separately generate exception reports by processingthe MISfor internal checks as and when required. In addition exception reportsshall be generated by SBI on applicationsreceivedfrom customers.

8.0) HANDLING OF EXCEPTION ERRORS:

i. DGS&Dwhile processingthe MrS receivedfrom SBr on a daily basis shallseek confirmation from SBr of the duplicate payments, if any, and dealwith the customers directly regarding corresponding refunds, if needed.DGS&Dwill also deal directly with the customers, who have not paidappropriate customerscharges.

ii. SBI shall provide necessary assistance in reconciliation of financialtransactions made by customers using the portal of DGS&D(www.dgsnd.gov.in & www.gem.gov.in andwww.dgsndtenders.gov.in/nicgep/aRQ) and www.onlinesbi.com AnyInformation sought by DGS&Dfor such reconciliationshall be provided bySBI in electronic form and in format specifiedby DGS&Dwithin 2 workingdays of the request. Other exceptionsmay be handled by SBI and DGS&Das mutually agreed upon.

iii. SBI will desiqnate a NODALOFFICERat it's New Delhi Main Branch (theFocal Point Branch), who shall be responsible for supply of informationand data as may be required by DGS&Dfor reconciliation.

iv. Bank shall provide necessary information to the DGS&Dfor satisfactoryredressal of complaints of concerned customers arising out of errors ordelay in capturing of data.

v, SBI will ensure fool proof mechanism for uninterrupted data transferbetween DGS&D portal www.dgsnd.gov.in and www.gem.gov.in andwww.dgsndtende~ov.i_oLnicgeplQQQ)and www.onlinesbi.com to ensurecompletion of transaction. In caseof any intermittent failure or downtimeof servers, SBr shall have exception handling mechanism to meet thisobjective.

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9.0) SERVICE FEE

a) Nocharges,whatsoever,will be payableby DGS&Dto S6I for providing thefacility for collection of Cost of tender Fees/RegistrationFees/EMD/ SDorany interest thereon.

b) However,in considerationof the PaymentGatewayfacility being provided bythe S6I, the DGS&Dagrees to SBr for charging and collecting the ServiceFee or any other charges from the customers in addition to the CustomerChargeslevied by the DGS&Din accordancewith the procedureand manneragreed to between the SBI and DGS&D.

c) The Service Fee and other charges charged by 5Br from customers aredefined in Annexure-'B'of this MoU.

10.0) RECORDRETENTION

The parties hereby agree that in the course of performing the functionsand obligations under this MOU, the Parties shall retain all records andinformation for such period and in such form as per their record retentionpolicy.

11.0) FORCEMAJEURE

Neither Party to this MOUshall be liable to the other for any loss or damagewhich may be suffered by the other due directly to the extent and for theduration of any cause beyond the reasonablecontrol of the Party unable toperform ("Force Majeure") events such as but not limited to Acts of God notconfined to the premises of the Party claiming the Force Majeure, flood,drought, lightning or fire, earthquakes, strike, lockouts beyond its control,labour disturbances not caused at the instance of, or limited to, the Partyclaiming Force Majeure, acts of Government or other competent authority,war, terrorist activities, military operations, riots, epidemics, civilcommotions etc.

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12.0) ARBITRATION

(i) In the event of any dispute or differences between the parties hereto, suchdisputes or differences shall be resolved amicably by mutual consultation orthrough the good offices of empowered agencies of the government. Ifsuch resolution is not possible, then, the unresolved disputes or differencesshall be referred for arbitration. The parties hereby agree that,notwithstanding anything contained in any of the documents executedbetween the parties, in the event of any dispute or differences relating tothe interpretation, application and enforcement of the provisions of thecontracts, such dispute or difference shall be referred by either party forArbitration to the sole Arbitrator in the Department of Public Enterprises tobe nominated by the Secretary to the Gal in-charge of Department ofPublic Enterprises. The Arbitration & Conciliation Act, 1996 shall not beapplicable to arbitration under this clause. The award of Arbitrator shall bebinding upon the parties to the dispute, provided, however, any partyaggrieved by such award may make a further reference for setting aside orrevision of the award to Law Secretary, Department of Legal Affairs,Ministry of Law and Justice, Gol. Upon such reference, the dispute shall bedecided by the Law Secretary or Special Secretary/Additional Secretary,when so authorized by the Law Secretary, whose decision shall bind theParties finally and conclusively. The Parties to the dispute will share equallythe cost of arbitration fixed by the Arbitrator.

(ii) The arbitration shall be conducted in New Delhi, India. The arbitration shallbe conducted in English and all written document used during thearbitration shall be in English. The award shall be a speaking award.

(iii) The parties agree that any decision for any award of any arbitral tribunalpursuant to this clause shall be a domestic award and final conclusive andbinding upon the parties and person(s) affected by it. The parties alsoagree that any arbitration award rendered pursuant to this clause may beenforced by any court of competent jurisdiction.

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(iv) During any period of arbitration, there shall be no suspensionof this MOU,

(v) The arbitration proceedingswill be conducted as per relevant clauses ofGCCof DGS&D,

(vi) Any dispute or differences between the customer and DGS&Dshall begoverned by the arbitration clause contained in the relevant auction salecondition of the DGS&D.

13.0) TERMINATION:

a) This MOU may be terminated by either DGS&Dor the SBI with priorwritten notice of at least 120 days in the event any of the other partycommits any breach of the terms of this MOUand if such breach is notremediedwithin the above-mentionednotice period,

b) Upon termination by either, the SBr or DGS&D,the SBr shall within 45days of the termination hand over/furnish to DGS&D allinformation/transaction details, any material relating to transaction in itspossessionas on the date of termination of the MOU, save and exceptsuch information which the SBr may be required to retain as per theapplicable, Banking Regulations or any other regulatory requirements.Simultaneously the DGS&Dshall within 45 days of termination provideand furnish documents, information, material as it may be required tofurnish to the SBr for the purposeof this MOU,Notwithstanding any suchtermination the DGS&Dand SBr shall continue to co-operate and assisteach other in completing resolving any issues / legal cases which mayhave been instituted pursuant to the transactions originating under thisMOU.

14.0) Confidentiality clause

The Parties agree and acknowledge that in connection with thisMoU, each Party will have access to certain trade-secrets and othernon-public confidential information of the other during and inconnection with its performance of Services hereunder ("Confidential andProprietary Information"), and hereby agrees not to disclose anyConfidential Information to any third party and not to use anysuch Confidential Information for any purposeother than those as strictly

•• Page 14 o] 20

required for performance under this MoU. All such Confidential Informationis and shall remain the exclusive property of the disclosing Party and nolicense shall be granted or implied with respect to such ConfidentialInformation by reason of other Party's access to such ConfidentialInformation. EachParty agrees to protect the proprietary information of theother with the same standard of care and precaution used by each toprotect its own proprietary information of similar importance.

"Confidential and Proprietary Information" is not meant to include anyinformation whicha) Is publicly availableprior to this MoUor is made publicly availableby

the Partieswithout restriction.b) Is rightfully receivedby the personnelof both the Partiesfrom Third

party without accompanyingsecrecyobligations.c) Is already in the possessionof both the Parties personnel and was

lawfully receivedfrom sourcesother than the Partiesthemselves.d) Is independently developed by the personnel of both the Parties

without use or reference to Confidential and ProprietaryInformation.

e) Is disclosedunder any judicial or regulatory directive or disclosedtoauditors appointed under any law.

However, the above exclusions shall not be applicable in respect of theCustomer data of the Bank/5BI and customer data shall always remainconfidential and proprietary information.

The secrecy of the Confidential and Proprietary Information disclosedpursuant to this MoU shall remain valid irrespective of the expiry /cancellation/ termination of this MoU.

15.0) GENERAL PROVISIONS

a) Entire MOU: This MOU including Annexures A and B constitutes theentire MOU between parties pertaining to the subject matter hereofand supersedes in their entirety all written or oral MOUs betweenthe Parties.Each party acknowledges that it has not relied on or beeninduced to enter into this MOUby a representationor warranty other than

I'age J 5 (If 2()

those expressly set out in this MOU.To the extent permitted by ApplicableLaw, a party is not liable to another party in contract or tort or in any otherway for a representationor warranty that is not set out in this MOU.

b) Relationship between Parties: The Partiesto this MOUare independentcontractors and nothing in this MOU shall make them joint ventures,partners, employees, agents or other representatives of the other Partyhereto. Neither Party shall make any representation that suggestsotherwise.

c) Severability: If any provision of this MOU is determined to beunenforceable for any reason, then the remaining provisions hereof shallremain unaffected and in full force and effect.

d) Modifications: The Parties may, by exchange of letter in writing, makemodification/addition to this MOU.

e) Assignment: Each party may assign all its rights, titles, and benefitsunder this MOU to any of its affiliates with prior written confirmation ofother parties, which may not be unreasonablydenied.

f) Rights And Remedies; Waiver: All rights and remedies hereunder shallbe cumulative and may be exercised singularly or concurrently. If anylegal action is brought to enforce any obligations hereunder,the prevailingParty shall be entitled to receive its attorney's, fees, court costs and othercollection expenses, in addition to any other relief it may receive. If eitherParty fails to perform its obligations under any provision of this MOUor theother Party does not enforce such provision, failure to enforce on thatoccasionshall not prevent enforcementon later occasions.

g) Survival of Provisions: Notwithstanding any other provision to thecontrary herein, terms, which by their nature survive termination orexpiration of this MOU, shall bind the parties following any expiration ortermination of this MOU.

h) Liability Upon Expiration: Neither Party shall be obligated to extend orrenew this MOU.

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i) Jurisdiction and governing law: This MOU shall be governed by thelaws of India only and no other nation. The Partiesagree to submit to theexclusive jurisdiction of the Courts located in Delhi, India as regards anyclaims or matters arising under or in relation to these terms and conditions.

j) Headings and sub - headings: The headings and sub headings in thisMOUare for convenienceonly and do not affect the meaning of the relativesection / clause.

k) Notices: Any notice, direction or instruction given under this MOUor otherdocuments, which may be given by either Party under this MOU,shall be inwriting and delivered in person or by pre-paid recorded delivery post or byfacsimile transmission. The notice shall be addressed to the other Party'soffice address as mentioned first herein above. Notice and instructions willbe deemed served 7 days after posting or upon receipt in the caseof handdelivery, cable or facsimile.

16.0) DGS&Dhereby undertakesand agrees to indemnify SBr and hold SBrharmless and keep at all times fully indemnified and held harmless fromand against all actions, proceedings,claims, liabilitiesr penalties, demandsand costs, awards, damages, losses and/or expenses howsoever arisingdirectly or indirectly as a result of:

(a) any breach or non-performance by DGS&D of any of theirundertaking, warranty or obligation under this MoU,or

(b) any claim or proceedingsbrought by the Customer against SBr inrespect of any Product/ Service.

DGS&Dshall also fully indemnify or hold harmless SBr against any loss,costs, charges, expenses,demandor liability whether direct or indirect outof claim by third party that DGS&Dproducts infringe intellectual propertyrights. Bank (i) shall provide prompt written notice of such claim to theDGS&Dand (ii) shall allow the Merchant to defend any such claim usingcounsel of its choice. (iii) Bank shall not settle any such claim without theexpresswritten consent of the DGS&D.

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Page J 7 of 20

17.0) The parties represent and warrant to each other that they have allcorporate, statutory and other authorizations, licences and consentsnecessary to legally execute and perform its obligations under theMemorandum of Understanding and shall continue to have all suchauthorizations, licences and consents at the time it carries out itsrespective rights and obligations hereunder or seeks to exercise and / orenforce any of its rights under this Memorandum of Understanding.

In WITNESS whereof the parties herein through their authorizedrepresentatives have signed this Memorandum of Understanding on the

~,')Lday of June, 2016 at New Delhi in the presence of the under-mentionedwitnesses.

Signed, sealed and delivered in presence of:

On behalf of the DGS&D

~.~-Signature__ \I--- _Name: Vijay KJmar NagpalDesignation: Deputy General Manager,

On behalf of the State Bank of India

Name: Ajay Kumar RaiDesignation: Director (Systems)

Address: 5, Sansad Marg, Jeevan TaraBuilding, New Delhi-110001

Address: State Bank of India,New Delhi Main Branch,11, Sansad Marg, New Delhi- 110 001

WitnessSignatu re. -'- _ __.;__:___Name:Designation: r\ l'rAddress: State Bank of India,New Delhi Main Branch,11, Sansad Marg,New Delhi- 110 001

•

•• Page 18 o12()

Annexure to MOU between DG5&D and 581

ANNEXURE A1. SBI will provide following facilities to 'tv'Wy.J,Qg~D_d.gov.inand ww'tv'!gerTl_&Qy,jnand www.dgsndtenders.gov.in/nicgep/app (DGS&D):Direct Debit of Customers/ Bidders Account using• INB of State Bank of India• Debit card of SBr• Other Banks Internet banking/Debit Cards• VISA/ MASTERCredit Card

2. DGS&D will ensure that the portal 'N.'tv'wJ1g_snd_.gov.inand www.gem.gov.inand www.dgsndtenders.gov.in/nicgep/app are secured sites, verified byVerisign or equivalent.

3. DGS&D will arrange for security audit of the web site www.dgsnd.gov.in and

www.gem.gov.in and WWV{._gg~_nd_t~DQ_~IS,9QyJDjJJicgep@QQand submit Vendorsite compliance certificate from a security consultant empanelled with CERT­IN.

4. All communication between www.onlinesbi.com and www.dgsnd.gov.in &www.gem.gov.in and www.dgsndtenders.gov.loLnicgep/app will be inencrypted mode with a checksum attached to it. SBI will share a key withDGS&D for encrypting the messages exchanged between SBr & their server.

5. Any action for the online request received from www.dgsnd.gov.in and

www~m.gov.in and WW'I!Y!dg_sndtenders_.g_Q_y~j_Qj_oicgep/appwill be solely onthe basis of identifier available in the request string like 'Registration of bidderas 'REG', Collection of Tender Fees as 'TENFEE',Collection of Registration Feesas 'REGFEE',Collection of Tender Fee as 'EMD' and collection of SD as 'SD'.

6.DGS&D will ensure to match the responses from SBI with every request ofdebit to customer/bidder generated from its site. In case of pending responseor responses, DGS&D will verify the responses from SBr server by sendingverification requests.

7. Cut off time for SBI's day's report will be 20.00 hrs.

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•• fag!! 19 u/20

8. Bank will accept all requests only from www.dgsnd.gov.in and

www.gem.gov.in and www.dgsndtenders.gov.in/nicgep/appfor processingthe payments. Bank will not be responsiblefor any loss or claim againstsuch requests initiated from www.dgsnd.gov.in and www.gem.gov,in andwww.dgsndtenders.gov.in/nicgep/app.

9. The MIS file is provided to the DGS&Don next working day at the earliestpossibletime latest by 1600 hrs.10. Bank will not be liable for any damages/compensation/interest for anydelay in processing the transaction or non availability of services throughonlinesbi.com due to any technical snag in the system or loss of connectivityor for any other reasonwhatsoever,if claimed by the customer/Bidder/DGS&D.

Pag« 21 oj21

ANNEXURE B

Chargesto be levied on customers for collections* under Multi Option Payment

I Type of TransactionsSystem:

Commission

- 1 SBI INB and SBDebit Card NILI

-----+----------------------~-------------------------------2 i Other Bank'sNet Banking

IIRs. 6/- per Transaction inclusive of taxesI

IRS. 12/- per Transaction inclusive of taxes

11.50% of t;ansaction value minimu~-~s.--

12/- per transaction inclusive of taxes

3 : Other Bank's Debit CardI -; Credit CardTransactionI

4

*Besides above charges levied on customers, SBI will be entitled for applicableagency commission as decided by RBI from time to time for governmenttransactions.

Charges to be levied for handling online collection and refunds ofEMO I SO under e-tendering:

A. Online Collection of Tender Fees/ Registration Fees:

1. All Bank's INB: Rs20/-+ TaxesII. Debit Cards of all Banks(Transactionup to Rs. 2000/-): 0.75% of

transaction value+ Taxes(Minimum Rs.11/-+Taxes)III. Debit Cards of all Banks(Transactionabove Rs. 2000/-):1.00% of

transaction value+Tax,IV. Credit Card:1.80% of transaction value+Taxes,

B. Online Collection of EMO I SO

1. SBI and other Bank's Net Banking /SBl Debit Card : 1% of transactionvalue+Tax(MaximumRs. 150/-+Taxes)

II. Other Bank's Debit Card: 1% of transaction value+Tax.III.Credit Cards: 1.80% of transaction value +Tax

Agency commission if applicablewill be recoveredseparately