Migration, Upgradation and Customisations of Oracle ... · the bid document. Request you to drop teaming requirement with OEM. ... 18 P17 3.1.1 Oracle RDBMS 10g Does IDBI Bank planning

SNO RFP Ref RFP Clause

No.Existing Clause Details Clarification Sought Bank's Response

1 P8 1.2 Bank has implemented Oracle Financial Services

Applications (OFSAA), namely Oracle Financial Services

Funds Transfer Pricing & Performance Analyzer,

Profitability Management and Oracle Financial Services

Asset Liability Management.

Pl validate our understanding that Bank has

implemented OFSA ALM, TP, PA modules. Would be

better if all the modules presently in place are listed

again. There seems to be a gap between different

sections in RFP

Pls refer Pt. No. 1.2 on pg.8

and please be guided by the

RFP

2 P8 1.3.b b) The "Bidder" as used in this RFP shall mean the one

who has submitted a duly signed and valid Bid, in all

respects. All certificates received hereby shall be

furnished and signed by the person so authorized and

any other documents (including any clarifications sought

and subsequent correspondences) received hereby shall

be signed by the person so authorized

Do we have to submit a Power of Attorney for the

person signing the Bid?

Pls refer Annex-13, Pt. No. 6

on pg.87

We propose bank to allow consortium/sub-contracting

with other than OEM also

No change in the RFP

Pl validate that bidder deploying a few key skill partner

resources is allowed. It will be towards achieving best

possible solution for Bank. Sec 2.7 and 4.1 seem to be

validating this understanding. Bidder would, however,

act as single point of contact with Bank


4 P9 1.4 applicant bidder should be a body corporate and

registered body in India with a minimum annual

turnover of Rs. 20 Crores for the last financial year

We request minimum turnover to be put as Rs 100 cr, to

ensure quality bidders' participation with solid financials


5 P9 1.4 applicant bidder should have positive net worth in the

last three financial years

We request to link this criteria to Net profit for last three

years, to ensure quality bidder's participation having

solid recent financials


Migration, Upgradation and Customisations of Oracle Financial Services Analytical Applications (OFSAA) and Implementation of Liquidity Risk Management (LRM)

System At IDBI Bank Limited

Ref no.: RFP No. IDBI/PCell/RFP/14-15/17 dt. 23.01.2015

Pre Bid Queries Received as on 29 Jan 2015

Consortium / Teaming agreement with other than OEM

will not be allowed.

1.3.hP93

Page 1 of 53



6 P9 1.4 Bidder should have all necessary licenses, permissions,

consents,

no objections, approvals as required under law for

carrying out

its business. - Copy of relevant Documents

Please be specific what needs to be submitted with

respect to OFSAA project

Please be guided by the RFP

7 P9 1.4 bidder should have two of the three proposed solutions

(ALM, FTP and PM) implemented or under

implementation in minimum one scheduled commercial

bank in India

To ensure bidding by more experienced bidders, we

request to amend this clause as 'bidder should have two

of the three modules (ALM, FTP and PM) of OFSAA 6.x

successfully implemented in minimum one scheduled

commercial bank in India. It should also have the third

module implementation experience on OFSAA 6.x'


We request Bank to allow implementation experience of

partner/OEM also for eligibility


Request to modify the mentioned clause to read as

Applicant Bidder / OEM


9 P9 1.4 Bank means a Scheduled Commercial Bank in India

having at least 300 branches as on the date of RFP

To ensure bid by bidders having experience of

implementing OFSAA at similar scale banks, we suggest

to amend as 'Bank means a Scheduled Commercial Bank

in India having at least 2000 branches as on the date of

RFP'


10 P9 1.4 The above implementations should have commenced

within Four previous years from the date of this RFP.

Necessary documents are to be submitted with the bid.




11 P9 1.4 The applicant bidder should have trained manpower and

expertise with experience in OFSAA implementation for

any Bank in India with at least one resource having

experience in implementation of OFSAA 6.x project to

execute the modules being migrated / implemented.

Bidder has to submit the data migration team profiles as

per Annexure 16 – Project Team Profile.




The applicant bidder should have two of the three

proposed solutions (ALM, FTP and PM)

implemented or under implementation in minimum one

scheduled commercial bank in India.Bank means a

1.4P98

Page 2 of 53



12 P9 1.4 Teaming Agreement with OEM is mandatory and as per

role of OEM defined in the RFP.

Request you to drop teaming requirement with OEM.

We wish to submit a bid on our own without any

partner/teaming/consortium. We have adequate

experience and resources required for the

implementation of the project and hence donot need

external help. We request you to kindly note that the

OEM has not implemented version 6.x in India yet.

Further all implementations of OFSAA in India since

version 5.x are being done by service providers

independant of the OEM.


13 P12 1.6.5 All prospective Bidders shall furnish a teaming

agreement with OEM (Oracle Financial Services

Software Limited) for the “OEM Role in the Project”

mentioned in this RFP and submit the same as part of

the bid document.












14 P16 2.7 experience need not be in the current product version

proposed

As Bank is looking to implement OFSAA 6.x, it would be

better to seek similar experience in terms of 'experience

should be on OFSAA v 6.x'


15 P17 3.1 Scope of Work Apart from Basel 3 Liquidity implentation does the bank

want to cover new requirements in ALM, FTP and Cost

allocations


16 P17 3.1.1 and

3.1.3

Existing version of OFS modules….Upgrade version of

OFSAA

Is migration kit to migrate from OFSA 4.5.39 to OFSAA

6.x available?

The Bidder has to develop the

migration / extraction tool

Has the bank procured license for the listed modules. Please be guided by the RFP

Is Asset Liability Management Analytics (ALMBI) also

installed currently

No

Project Objective3.1.1P1717

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18 P17 3.1.1 Oracle RDBMS 10g Does IDBI Bank planning to procure 12C database

licenses

Bank will ensure adequate

database licenses are in place

19 P17 3.1.1 f Oracle Financial Services Profitability Analytics How many dashboards are created using Profitability

Analytics. Was there any customized cubes created for

those dashboards. Can these reports be redeveloped in

OBIEE

Will be shared to the

successful bidder

20 P17 3.1.3 Bank expects to realize the following functional and

technical benefits:

Assuming that bank has taken into consideration the

feasibility check of functional and technical requirements

and decided to upgrade their solution architecture . As

an implementation partner do we need to have an

feasibility check on bank’s functional and technical

requirements ?

Please refer the Scope of work

as defined in the RFP

21 P17 3.1.3 c Support of new modules for Basel III liquidity risk

management compliance and ready-to-use ALM

analytics/dashboards.

Is the bank interested in procuring OFSAA LRM and

ALMMBI Module?

Bank may choose procuring

LRM which includes this as a

pre-requisite

Oracle Pricing Management - Transfer pricing

component only facilitates Transfer pricing, Is Bank

procuring Oracle Financial Services Pricing Management,

Capital Charge Component, this module integrates with

Oracle ERM.

Provide details of relevant Risk softwares used in the

bank

Bank has license for Transfer

Pricing.

Capital Charge is out of scope

Integration with Risk Software

is not in the scope

Please provide details of relavant Risk Softwares used in

the Bank

Integration with Risk Software

is not in the scope

Oracle Pricing Manager supports integration with Oracle

Risk software for capital required.

3.1.3 gP1722

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23 P17 3.1.3 h Oracle Financial Services Analytical Applications

Infrastructure (AAI) 6.x

Oracle Financial Services Asset Liability Management

(ALM) 6.x

Oracle Financial Services Funds Transfer Pricing(FTP) 6.x

Oracle Financial Services Profitability Manager (PM) 6.x

Oracle Financial Services Pricing Manager 6.x

Oracle Warehouse Builder(OWB) 11.x

Oracle RDBMS 11.x

Oracle Business Intelligence Enterprise Edition (OBIEE)

11.x

Oracle Financial Services Profitability Analytics v5.x

Kindly let us know if ALM analytics is out of scope?

Kindly let us know if vendor can propose reconciliation

framework.

Does the Bank use OWB as ETL tool ?

ALM analytics will be part of

LRM proposed in the RFP.

No reconciliation framework is

in the scope.

Yes, OWB is the ETL tool being

used by the Bank.

Please provide the complete list of the Modules to be

implemented/upgraded


List does not include :

Oracle Liquidity Risk Management? Is LRM part of the

scope?

Oracle Pricing Management Capital Charge Component

For LRM scope please be

guided by the RFP

Capital Charge is out of scope

LRM, ALM BI, OFS AAAI modules are missing. Can we pl

have clarification on final list of modules to be

implemented


LRM which includes this as a

pre-requisite

25 P18 3.1.4 With this objective, the Bank is floating the Request for

Proposal (‘RFP’) to address above issues

with regards to the implementation of the Solution

including the proposed LRM.

Will the cost incurred for overseas implementation

borne by bank ?

Activities is expected to be

carried out from Mumbai for

both Domestic and Overseas

operations

Pl clarify if overseas regulatory/internal MIS compliance

reports are in scope or only India domestic reports will

be in scope

It is only India related

requirements to be fulfilled by

including data of overseas

branch for consolidation

List of Modules for implementation3.1.3 iP1824

Bank invites bids to implement OFSAA Solution for its

domestic and one overseas operation

3.1.5P1826

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Overseas operations data only will be used to generate

India specific reporting requirements or is overseas

regulatory/internal compliance also in scope? Stated

otherwise, is only India related requirements to be

fulfilled with data of overseas branch also or is overseas

specific reports/calculations also need to be developed

seperately





Are only India reporting requirements in scope? Or, does

has foreign reporting requirements as well?





The overseas implementation is a separate instance or

the same instance as India instance?

It’s the same instance

Will there be proper approval process for addition of

third party interfaces with OFSAA or systematic changes

during the phase of project ? If so does effort and cost

gets covers under the contract or it would be

reconsidered ? Probable no of interfaces which are

covered under scope ?

All Interfaces mentioned in the

RFP needs to be done. Any

other interfaces will be

handled through change

control using man-day rates

mentioned in the bid

We are not clear and also in terms of contract period

(within the contract period or contract to be extended as

per the requirement)?


This is too open a requirement and can lead to uncapped

scope creep during the execution. Request the bank to

limit this requirement so that the bidder can estimate

appopriately







Bank invites bids to implement OFSAA Solution for its

domestic and one overseas operation

3.1.5P1826

Bank during the period of the Contract, based on its

technical and functional requirement can add additional

third party application and interfaces to the OFSAA

Solution. Bidder has to extend all necessary support and

assistance for addition to the Solution with the required

third party applications and interfaces desired by the

Bank.

3.1.6P1827

Page 6 of 53



Any new interfaces that are introduced post

requirement finalization will be addressed through

change request process







New requirements will need to be discussed for scope

change. Please confirm if this is acceptable


This clause is very open ended and has high probability

of occurrence resulting in breach of project timelines.

Request bank to have this goverened under change

control process as mutually agreed


29 P18 3.2 Project Scope Would a single vendor get the implementation work for

all OFSAA applications or the work can be split across

multiple vendors?


30 P19 3.2.3 System integrator responsible for requirement gathering Is the data mapping between source system and OFSAA

been created or is part of the current exercise?


31 P19 3.2.3.1 ALM Reports Please specify the frequency of report generation report

wise

Daily

32 P19 3.2.3.1 g Stress Testing for interest rate and liquidity risk Pl validate that stress testing would be handled through

scenario analysis or is a full fledged stress testing module

required?


LRM.

Please be guided by the RFP.

33 P19 3.2.3.1 h Forecast Income Statement and Balance Sheet Analysis Pl validate that full fledged Balance Sheet Planning

module of OFSAA is expected or only ALM cash flows to

be used for dynamic liquidity report?

Balance Sheet Planning

module not in scope

Bank during the period of the Contract, based on its



Solution. Bidder has to extend all necessary support and

assistance for addition to the Solution with the required

third party applications and interfaces desired by the

Bank.

3.1.6P1827

The Bidder should ensure that all systemic changes or

new requirements necessitated out of regulatory

guidelines or other Bank requirements between the date

of the RFP as well as implementation and roll out are

made available from day one of the solution going live.

3.1.7P1828

Page 7 of 53



34 P19 3.2.3.2

3.2.3.3

Funds Transfer Pricing & Cost Allocations (Profitability

Management)

Are there any changes to the policy (Transfer Pricing,

Transfer pricing online and Cost Allocations) currently

implemented at the bank ? If yes, are the revised policy

documents available ?

Currently what dimensions are used and profitability

calculations/reporting is done at what level ?

Will be discussed with the

successful bidder

35 P19 3.2.3.3 Allocation of capital to line of business, branch, product,

customer account

Is this currently done in OFSA 4.5.x? Currently not done in OFSA

but included in the scope of

the RFP

36 P19 3.2.3.4 The Bidder has to provide the hardware sizing based on

the projections provided by the Bank to ensure

availability, scalability, redundancy and performance of

the solution and to meet the requirements as per the

terms of the RFP within the timeframe prescribed by the

Bank. In case the Bank decides to opt for Exadata, the

bidder has to ensure that the implementation is

seamlessly done so as to get the desired benefits.

Please confirm, if the bidder needs to provide solution

sizing only, or we need to quote for hardware as well in

commercial Bid.

Pls refer Pg. No. 21, Pt.No.

3.2.3.6.

If an SI has proven track record and resource pool of

implementing OFSAA 6.x on its own, adding 20% OEM

effort at high cost would inflate commercials. We

request to make this clause as optional and with no floor

on engagement


As the modules like FTP, ALM and PM are more stable

modules, can the clause OEM's involvement of minimum

20% of total efforts be relaxed to just LRM/PFTBI/ALMBI

module.


OEM Role in the Project - The OEM involvement in the

overall implementation, support, sustenance, etc., must

be at the minimum 20% of the total efforts in each of

the OFSAA modules

3.2.3.537 P20

Page 8 of 53














Please provide sizing details of existing HW. Please

provide current environment details where OFSA is

deployed (example: windows or Linux Servers)

Is there any preference for OFSAA deployment ?


successful bidder

The decision is important to be taken on an immediate

basis as this will effect the commercials.

Bank is actively considering

this.

Oracle must have given hardware sizing. Do you want us

to review it or suggest afresh?

The HW sizing will be finalized

by the Bank in consultation

with the OEM/Successful

Bidder

Pl clarify if bidder needs to supply hardware or will bank

provide these based on sizing recommendations by

bidder. Pl also clarify if Bank will do the installation of

hardware or will SI be required to do


39 P22 3.2.3.6 Bank during the period of the contract, based on its



Solution.

What is the scope of 3rd party application plug-in? Have

the 3rd party applications been identified?







OEM Role in the Project - The OEM involvement in the

overall implementation, support, sustenance, etc., must

be at the minimum 20% of the total efforts in each of

the OFSAA modules

3.2.3.537 P20

38 P21 3.2.3.6 In case the Bank decides to opt for Exadata, the bidder

has to ensure that the implementation is seamlessly

done so as to get the desired benefits.

The Bidder has to provide the hardware sizing

Page 9 of 53



40 P22 3.2.3.6 The prices quoted for the line items would be valid and

used throughout the period of the Contract

As we understand, the requirements on

ALM/LRM/FTP/PM are not frozen and feasibility of

migration is not clear. In such a scenario can the

programme be on T&M basis instead of Fixed Cost?


41 P22 3.2.3.6 The Bidders have to necessarily ensure that all required

functionality implemented in existing version is also

available in the upgraded Solution.

To clarify , the existing functionality can be implemented

in newer version provided same is supported by latest

OFSAA framework;


42 P22 3.2.4.1 Bidder is required to migrate, customize, test,

implement, train and rollout the upgraded version of

OFSAA application

If it is decided that an altogether new implementation of

OFSA would be more effective from time, cost and

feasibility perspective, new implementation route may

be adopted instead of migrating existing OFSA. Pl

validate

It’s a Technical upgrade with

add-ons to be implemented

43 P23 3.2.5 Interface and Integration Requirements If possible, please share current OFSA deployment

diagram

Is the bank using / having DW ?

Will be shared with the

successful bidder.

Bank is not having DW.

44 P23 3.2.5.2 The Bidder is required to upgrade interfaces between

the proposed Solution with the applications and systems

mentioned below (not limited to).

Does this involve extraction of data (involving writing

new/rewriting existing extraction scripts) from the given

source systems for upgrade interface requirement?

No

When developing the interfaces, the Bidder should

ensure the requirements of data format, frequency of

data transfer, quality checks and validations before data

transfer and priorities for data transfer are identified

and addressed

Data extraction will be done by source systems/support

teams or these will have to be done by SI under this RFP


Under Interface and Integration requirements /support” Would the data format requirement have to be

presented for prior review or not before implementing

them?


46 P24 3.2.5.12 Bidder will help/assist the Bank in preparing the test

cases for the testing

Pl validate that preparing UAT test cases would be bank

responsibility and bidder would only assist the Bank in

this regard


3.2.5.8P2345

Page 10 of 53



The methodology should address all stages including

development, customization, and hardware/software

installation/configuration services

To Clarify if bidder is expected to install and configure

hardware?

The scope is for providing the

services as per the RFP

…sign off process for each of the deliverables at various

stages including review and sign-off by OEM for each of

the critical stages….

Is the sign-off by OEM a mandatory requirement? Can

this be waived?


Is there any flexibility of onsite - offshore Please be guided by the RFP

Is bank open to accepting a suitable mix of onsite-offsite

model towards cost optimisation. Sec 3.5.3 mentions

'Bidder will have to carry out all the customization

related work at the premises of the Bank or off-site in

case the customization cannot be carried out at the Bank

premises'

For clarity purpose no offsite

development will be

permitted

48 P25 3.2.6.1 Functional Requirements Specification Study

Bidder is expected to prepare detailed documentation,

presentation, workflows for the business processes

affected due to implementation of the OFSA Solution

and other applications implementation.

The bidder will provide Business Process Impact due to

OFSAA implementation not for other application

implementation


To clarify if bidder is supposed to review and enhace the

current BRD to suite the Bank's current business and

process?


What is the ETL tool the bank has procured to assist in

data mapping, cleansing etc. during the data migration

exercise?

OWB

3.2.6P2447

The System integrator will need to ensure that these

resources are on the ground in the project on a full time

onsite basis during the implementation phase and the

bank will verify the same through a review of resumes

and organizational photo id, timesheets and by taking an

undertaking from the vendor and any other means

necessary.

The Bidder is also expected to identify the current state

gaps between the procedures and practices followed by

the Bank with the integrated OFSA solution

3.4.1P2549

Page 11 of 53



What is the max no of reports to be considered as part

of scope (besides additional 50 reports effort as

mentioned in the bid document)

Currently, around 100 Reports

are available in the existing

modules. The existing reports

are to be considered as part of

migration and as per the

scope of the RFP and any

additional reports will be

considered based on the

quote for one time Cost of

delivering 50 reports that is

part of the TCO.

Kindly Let us know how many overall reports and dash

boards are in scope of work

Kindly Let us know how many custom reports and dash

boards are in scope of work



modules

Pl indicate total no. of reports to be generated out of

new system. 50 reports will be over and above those

reports











part of the TCO.

The Bidder needs to provide all existing management,

statutory and regulatory reports as required by the

regulatory institutions. The Bank will not pay any

additional customization costs either for gaps observed

and/or gaps observed for existing management,

statutory or regulatory reports as required by the Bank.

3.4.2P2550

Page 12 of 53



(a) Has the Bank frozen the reporting requirement?

(b) If so, please share the number and nature of such

reports?











part of the TCO.

Gaps identified in requriement and standard OFSAA

functionality will need to be discussed for scope and

effort

All existing customization /

Reports are in the scope

Bank at its discretion may avail the development of any

additional reports/MIS.

Has the bank identified the customizations/configuration

required over and above the standard OFSAA

applications?


successful bidder

OBIEE Reports Please provide details of currently implemented reports

in each of the subject areas


successful bidder

Over and above the Bank’s existing reports How many ad-hoc MIS reports bank has which are over

and obove statutory, regulatory regulatory reports


successful bidder

52 P26 3.5.2 Bidder will have to ensure that the software provided as

part of the Integrated OFSAA Solution project meets all

the requirements described in this RFP

Pl clarify that software licenses including those of OFSAA

applications will be supplied by bidder or bank will

provide that



53 P26 3.5.3 The Bidder will have to provide all tools, testing

instruments, drivers, consumables, etc. required to

install and

RFP-OFSAA Implementation

Page 27 of 94

customize and test the software free of any fees or

charges or any expenses.

The bidder will suggest the tools and testing instruments

required and its Bank responsibility to have the license

on the same


The Bidder needs to provide all existing management,

statutory and regulatory reports as required by the

regulatory institutions. The Bank will not pay any

additional customization costs either for gaps observed

and/or gaps observed for existing management,

statutory or regulatory reports as required by the Bank.

3.4.2P2550

3.4.4P2651

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54 P27 3.7.3 The Bidder will ensure that all gaps identified at the time

of system testing will be immediately resolved.

If any fixing requires OEM action like product bug fixing,

then the resolving time line based on OEM response.


55 P27 3.7.4 The Bidder will ensure that gaps pointed out by the

audit and inspection teams

Audit(data auditor) for data migration exercise would be

hired by Bank at their cost or will the vendor has to bear

the cost?

It will be Bank's Internal Audit

teams

All the custom report changes agreed as part of

requirements study will be taken care and any changes

requested while development/testing phases will be

treated based on the complexity of the change request.


(a) It is premature to quantify the required changes

without undertaking any study. Would the Bank provide

us with the list of reports where such changes are

required?

(b) In the absence of such details at present, would the

Bank replace the phrase “at no additional cost to the

bank” with the following phrase: “ based on the study of

the reporting requirements and submission of a separate

commercial proposal by the bidder post the study”?


57 P28 3.8.3 The Bank expects the Bidder to help set up the required

test & development server at DC at the desired testing

center of the Bank for the purpose of testing

Do you expect the bidder to provide Infrastructure

support as part of this engagement?

No Infrastructure support will

be required.

58 P28 3.8.6 Any deviations/discrepancies/errors observed during the

testing phase will be formally reported to the Bidder and

the Bidder will have to resolve them immediately or

within the UAT approach and guidelines, formulated

between the Bidder and the Bank. The resolution

timelines will be completely aligned to the project

timeline of this RFP.

If any fixing requires OEM action like product bug fixing,

then the resolving time line shall be based on OEM

response.


The Bidder shall provide for all subsequent changes to

reports as suggested by the statutory and regulatory

bodies from time to time immediately to the Bank at no

additional cost to the Bank during the Contract period.

3.7.7P2856

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59 P25 3.9 Data Migration

This section describes the scope for Data Migration to

the new integrated OFSA solution. The Bidder may

quote for a one-time cost for this activity. The overview

of the tasks pertaining to data available in electronic

format is as follows for the Bidder:

Can Vendor propose a ETL tool or will the Bank provide

the same?

How many years of historical data migration is under

scope of work?

Bidder is expected to write

Data Extraction programmes

to migrate from existing to

new version of OFSA.

All data currently available

has to be migrated

60 P29 3.9.4 Developing a Data Extraction tool (to extract data from

existing OFSA system)

Delivery to confirm if included in scope Bidder is expected to write




61 P29 3.9.5 Furnish the data in a format that can be loaded into the

proposed OFSA application

Pl clarify this task will be done by Bank Please be guided by the RFP

Can you please elaborate this point Bidder is expected to write




Can you please elaborate this point ? Bidder is expected to write




Pl clarify if OWB to be used as ETL tool. Sec 3.5.4

mentions 'Bidder will be required to use OWB tool to

carry out data mapping, data gap identification, default

values assumption specification, data transformation

and upload from identified data sources to OFSAA

solution'


63 P30 3.9.8.e Bidder will take not more than 21 working days from

date of purchase order to

prepare the “Data Migration Strategy” and process

documents.

This should be from project start date ? Please confirm No change in the RFP

The Bidder has to provide the Data Extraction tool

version of existing applications. If required the tool will

be customized by Bidder to meet the Bank’s specific

needs.

3.9.8.aP2962

Page 15 of 53



64 P30 3.9.8.k It will be the responsibility of Bidder to ensure complete

data cleaning and validation for all data being migrated

to the new OFSAA solution

Data cleaning should be bank responsibility. Bidder will

provide migration test reports. Bidder can give error

reports source system wise to facilitate cleaning by Bank

and can suggest transformations as feasible which bank

will have to agree to before getting executed


65 P31 3.9.8.q Bidder will be responsible for uploading the data

entered by the Bank through the manual data entry

screens, programs/applications

Pl validate that no data entry front end tool is expected.

Bidder will ensure upload of all compatible data to new

OFSAA


66 P31 3.9.8.v The Bank reserves the right “to audit”/“appoint an

external auditor to audit” the process of data migration

and/or the completeness and accuracy of the data

migrated during the entire exercise of data migrations.

The Bidder has to facilitate audit at no additional cost to

the Bank

How many days effort of external audit to be assumed

for data migration audit activities?

It will be Bank's Internal Audit

teams

67 P31 3.9.8.y Bidder has to provide data comparator tools for the

purpose of checking the source and target data for data

migration success

Pl explain purpose of this tool Please be guided by the RFP

How many users need to be trained in each of the

batches as part of the key training sessions?

Training durations given are for all modules together or

for each module

Around 20 Users in a batch to

be trained per module.

All Modules

Pl validate that training durations given are for all

modules together and not for each module

All Modules

We suggest the given timelines to be revisited as it

involves lot of customizations along with new modules

to be implemented


Can vendor propose a timeline than what the bank has

suggested?


70 P33 3.12.1 Implementation timeline We request to change the timelines as 7 month for ALM,

9 months for LRM, FTP and Profitability


71 P34 3.12.4 Bidder will provide post production support of one

techno-functional analyst for 90 days from Go-live date

at on-site and thereafter off-site support for further 3

months thereafter

Support will start from go-live of individual modules or

from go-live of last module. In case of former, the end

dates will be


Training3.10P3268

Project Timelines3.12P3369

Page 16 of 53



72 P35 3.13 Bid evaluation methodology The PSU RFPs are coming now with technical

qualification and then commercial L1 based awarding.

We request bank to adopt this method as it ensures that

bank gets best price from all bidders. We have seen

banks changing from weighted evaluation to commercial

L1 award. IDBI bank also adopted same methodology in

large bids.


73 P34 3.13.1 All credential letters should be as per format specified in

Annexure 15 – Experience Certificate Format and should

be appropriately bound, labeled and segregated in the

respective areas.

Page 89 states -

Bidder has to provide the

a. Experience certificate from the relevant customer as

per the format specified in Annexure 15 – Experience

format or

b. Purchase Orders issued by the customer for

undertaking the implementation

We are planning to submit original Purchase Order

(signed engagement letter) for our credentials. Please

confirm Annexure 15 - Experience Letter is not required

in that case.


74 P35 3.13.2.2 Manpower Resources - The bidder should have a pool of

resources with experience in OFSAA implementation for

any Bank in India with at least one resource having

experience in implementation of OFSAA 6.x project.

Request the bank to consider OFSAA 5.6 and above as

resource's implementation experience eligibility criteria.

As version 5.6 is also the fusion OFSAA as 6.x.


75 P38 3.14.a Commercial Bid will contain the cost of the support and

maintenance of the application proposed. Technical

compliance should be submitted as per each and every

line item specified by the Bank. The cost to be provided

as per format given in Annexure 2

Bidder would like to clarify as what is the exact duration

of application maintenance terms that bank wants

bidder to consider. (AMC/ATS)

As per the scope the support duration is 90 days onsite

support and 3 months offsite support is currently asked

in RFP


Page 17 of 53



76 P38 3.14.c Octroi / Entry Tax / Local Body Tax (LBT) payable will be

exclusive as applicable at actual, on submission of

original receipt drawn in the name of “IDBI Bank

Limited” and to the satisfaction of the Bank or Bank’s

representatives.

Bidder request to remove the part of clause ' to the

satisfaction of bank or bank's representatives'. Bidder

will be submitting the duly authorized receipts / copies

for Octroi / LBT and hence the later part can be removed

from clause.


77 P39 3.18.i Within 7 days of the receipt of acceptance of the Bid by

the successful Bidder

Bidder requests the performance guarantee to be

provided post signing of contract by both the parties.


78 P39 3.18.ii The value of the Performance Bank Guarantee will be

10% of the total Contract value.

Please specify the duration for which the Bank

Guarantee should be valid.

PBG to be valid for 1 year plus

6 months

79 P39, 45 3.18.iv &

4.8

The proceeds of the Performance Security shall be

payable to the Bank as compensation for any loss or

damage resulting from the Bidder’s failure to complete

and/or perform its obligations under and in accordance

with the Contract

Performance of the Contract shall be made by the

Bidder strictly in accordance with the time schedule

specified by the Bank. Time is the essence of Contract. A

delay by the Bidder in the performance of its

Contractual obligations, which the Bank in its sole

discretion may adjudge, shall render the Bidder liable to

any or all the following sanctions:

i. Forfeiture of its Performance Bank

Guarantee/Performance Security

ii. Imposition of liquidated damages/penalty, and/or

iii. Termination of the Contract for default

Bidder proposes bank to provide 30 days cure period to

provide remedy to the failure before bank invokes

performance security

No change in the RFP.

However, Cure period as

stated can be considered.

Page 18 of 53



80 P39 3.18.vii The conditions stipulated in the Agreement/Contract

shall be strictly adhered to and any breach / violation

thereof shall entail termination of the Contract without

prejudice to the other rights of the Bank including but

not limited to the right to levy /impose and recover

penalties as specified in this RFP/Bid or Agreement /

Contract.

Bidder requests the right to terminate can be availed in

case of material breach of term from bidder post

providing 30 days cure period




Payment will be made in phases after obtaining a “Letter

of satisfaction” and clearance for Payment from the

Dealing group. The Bidder must accept the payment

terms proposed by the Bank. The commercial bid

submitted by the Bidder must be in conformity with the

payment terms proposed by the Bank.

Bidder requests to allow the deviation on the payment

terms and bank to consider the payment terms proposed

by bidder at the time of submission of proposal.


Bidder requests the payment terms can be changed for

each module separately based on completion of

milestones as under:

After completion of Installation, Requirement Study and

other relevant installation/Master uploads - 25%

Completion of all Interface, Customization and

Development - 25%

Completion of User Acceptance Testing (including

resolution of all Issues, Complete Installation of DC and

DR setup and Training) -25%

Go Live (1st 20 % Monthly process run after Go live) -

20%

Resolution of Issues Raised up to 3 months after Go live-

5%


P4081

Payment terms:




Development - 25%





20%

Resolution of Issues Raised up to 3 months after Go live -

15%

3.19

Page 19 of 53



We request to clarify that BANK shall remit payment to

Bidder within thirty (30) days following its receipt of

each invoice. Any invoice remaining unpaid after the

aforesaid period of thirty days shall be treated as a debt

owed by the BANK to the Bidder and the Bidder shall be,

without prejudice to any other remedies that it may

have in this regard, entitled to recover it as such with a

monthly interest of 2% calculated from the date the

payment became due until the recovery is made in full

with interest. Without prejudice to the other rights

available, Bidder also reserves the right to withhold the

provision of Services till such time all the payments due

to it under this Agreement have been made by BANK and

any such withholding by the Bidder shall not be treated

as breach by it of the provisions of this Agreement.


We request to clarify that the bid price shall be exclusive

of all applicable taxes, duties levies, VAT/Sales Tax/

Service Tax/Octroi. All taxes including any newly

introduced taxes shall be to the account of Bank. Any

increase or decrease in taxes shall be to the account of

Bank. Each party shall be responsible for its own income

tax.


As per the various reference from RFP the bank is asking

bidder to quote price exclusive of taxes. The mentioned

clause from RFP is conflicting with the other clauses.

Hence in the final pricing provided by bidder will be

exclusive of taxes.

Can bank please clarify mentioned clause of bidder

clarifying the tax rates considered in pricing can be

removed.


P4081

The fees payable by the Bank to Bidder shall be inclusive

of all costs such as insurance, taxes, custom duties,

levies, cess, transportation, installation, (collectively

referred to as “Taxes” but excluding Service tax and

octroi which will be paid on actual) that may be levied,

imposed, charged or incurred and the Bank shall pay the

fees due under this RFP and subsequent agreement

after deducting any tax deductible at source (TDS), as

applicable. The Bidder will need to provide the details

for the tax rates as considered in the pricing. This will be

used for subsequent tax changes.

3.19.2P4082

Payment terms:




Development - 25%





20%

Resolution of Issues Raised up to 3 months after Go live -

15%

3.19

Page 20 of 53



83 P40 3.19.3 The Bidder has to submit the undisputed invoice along

with necessary signoff and acceptance documents from

the Bank, The Bank shall pay each undisputed invoice

raised in accordance with this RFP and subsequent

agreement, within thirty (30) Working Days after its

receipt unless otherwise mutually agreed in writing,

provided that such invoice is dated after such Fees have

become due and payable under this RFP and subsequent

agreement.

Bidder requests the payment to be due within 30 days

from the date of invoice provided by bidder.


We request to delete the following words ‘its directors,

employees, agents and representatives’. Also request to

delete the words ‘and or otherwise including but not

limited to those from third parties or liabilities of any

kind howsoever suffered, arising out of or incurred inter

alia during and after the Contract period including but

not limited to’ and replace it with the following words

‘arising out of’.


However, a legal opinion on

the same can be obtained

after the process of selection

of successful bidder is

completed and the decision of

the Bank will be final in that

regard.

Indemnity order as stated in section 4.6 does not specify

any amount? Can this clause be waived?


Indemnity 4.6P4584

Page 21 of 53



Need to add the following standard exceptions and

exclusions to Bidder’s indemnity –

Bidder shall have no obligations with respect to any

infringement claims to the extent that the infringement

claim arises or results from: (i) Bidder’s compliance with

BANK’s specific technical designs or instructions; (ii)

inclusion in a deliverable of any content or other

materials provided by BANK and the infringement relates

to or arises from such BANK materials or provided

material; (iii) modification of a deliverable after delivery

by Bidder to BANK if such modification was not made by

or on behalf of the Bidder; (iv) operation or use of some

or all of the deliverable in combination with products,

information, specification, instructions, data, materials

not provided by Bidder; or (v) use of the deliverables for

any purposes for which the same have not been

designed or developed or other than in accordance with

any applicable specifications or documentation provided

under the applicable statement of work by the Bidder; or

(v) use of a superseded release of some or all of the

deliverables or BANK’s failure to use any modification of

the deliverable furnished under this Agreement

including, but not limited to, corrections, fixes, or

enhancements made available by the Bidder.

In the event that BANK is enjoined or otherwise

prohibited, or is reasonably likely to be enjoined or

otherwise prohibited, from using any deliverable as a

result of or in connection with any claim for which








regard.

Performance of the Contract shall be made by the

Bidder strictly in accordance with the time schedule

specified by the Bank. Time is the essence of Contract.

Proposes deletion of the clause since even a slight delay

might constitute material breach which may result in

termination of the contract. Further, there are remedies

which are already mentioned in the agreement for any

delay.


Indemnity 4.6P4584

4.8P4585

Page 22 of 53



A delay by the Bidder in the performance of its

Contractual obligations, which the Bank in its sole

discretion may adjudge, shall render the Bidder liable to

any or all the following sanctions:

i. Forfeiture of its Performance Bank

Guarantee/Performance Security

ii. Imposition of liquidated damages/penalty, and/or

iii. Termination of the Contract for default

If, at any time during performance of the Contract, the

Bidder encounter conditions impeding timely

completion of the Service(s) under the Contract and

performance of Service(s), the Bidder shall promptly

notify the Bank in writing of the fact of the delay, its

likely duration and its causes. As soon as practicable

after receipt of the Bidder’s notice, the Bank shall

evaluate the situation and may at its sole discretion

extend the Bidder's time for performance.

We request to delete the following words ‘which the

Bank in its sole discretion may adjudge’ as the same will

be subjective in nature. We request to clarify that the

Bidder shall be liable sanctions only if the delay is due to

reasons solely and entirely attributable to the failure of

the Bidder. Hence we request to modify the clause

accordingly.








regard.

4.8P4585

Page 23 of 53



86 P46 4.9 User Acceptance Test and Quality Check

a) The User Acceptance Tests, which shall involve testing

of the entire setup including the hardware, and its

integration with application software and within the

time limit prescribed by the Bank with live and test data

shall be conducted by Bidder at the locations prescribed

by the Bank. The User Acceptance Test must be

completed to the satisfaction of the Bank, within a time

frame specified by the Bank. Time being the essence of

the Contract.

b) The Bank reserves the right to evolve a procedure of

Quality Checking to ensure that the hardware is

according to the prescribed specifications and

standards.

c) Nothing stated herein above shall in any way release

or discharge the Bidder from any warranty or other

obligations / liabilities under and in accordance with the

Contract.

d) On successful completion of acceptability test, receipt

of deliverables, etc, and after the Bank (which shall not

be deemed to be an obligation on the Bank) is satisfied;

the Completion Certificate in the format given in

Annexure-6 will be issued by the Bank. The date on

which such certificate is signed shall be deemed to be

the date of successful Commissioning of the System.

We request to delete the following words from 4.9 (a) &

(d) ‘satisfaction of the Bank’ and ‘ Bank is satisfied’

respectively as the same is subjective in nature and

request to substitute it with the words ‘as per mutually

agreed terms and conditions under the contract’.

We need to add a clause on to state that the deliverables

shall be deemed to have been accepted if Bank does not

notify acceptance with agreed period for acceptance on

completion of acceptance test or starts using the

deliverable in live environment before giving such

acceptance.


87 P46 4.10 Manuals

a) The Bidder must supply all relevant manuals for the

application installed. The manuals shall be in English.

b) Unless and otherwise agreed, the implementation

shall not be considered to be completely delivered for

the purpose of taking over, until such manuals as may

be necessary are provided to the Bank.

c) System manuals should include the specifications of

the applications implemented.

We request to clarify that all manual provided by the

Bidder shall be provided to the Bank in soft copy form

only.

OK

Page 24 of 53



We request to remove the following words from this

paragraph ‘In case, the Bidder/Successful Bidder fails to

appoint its arbitrator or any conflict in the appointment

of the arbitrator, sole arbitrator appointed by the Bank

will arbitrate the matter and decision of such arbitrator

shall be binding on the parties’ since it is not acceptable

to have a sole arbitrator appointed by the Bank as the

sole deciding authority. Hence please modify this clause.








regard.

We request to clarify that the Bidder shall continue to

provide services pending resolution of disputes provided

the all payments due under the contract have been paid

by the Bank.


89 P47 4.13 Survival

Any provision of the Contract which, either expressly or

by implication, survive the termination or expiry of the

Contract, shall be complied with by the Parties including

that of the provisions of arbitration, indemnity,

confidentiality, non-disclosure in the same manner as if

the present Contract is valid, subsisting and in full force

and effect.

The provisions of the clauses of the Contract in relation

to Documents, data, processes, property, Intellectual

Property Rights, indemnity, publicity and confidentiality

and ownership survive the expiry or termination of the

Contract/Agreement and in relation to confidentiality,

the obligations continue to apply unless the Bank

notifies the Bidder of its release from those obligations.

We request to delete the words ‘confidentiality, non-

disclosure’ from Para 1 & 2 as it is not acceptable to

have the confidentiality/non-disclosure obligations

under the contract valid and subsisting for a perpetual

period of time. Hence request to modify the clause

accordingly.








regard.

88 P46 4.11 Resolution of Disputes

The Successful Bidder shall not be entitled to suspend

the Service(s) or the completion of the job, pending

resolution of any disputes between the Parties and shall

continue, at the sole discretion of the Bank, to render

the Service(s) in accordance with the provisions of the

Contract notwithstanding the existence of any dispute

between the Parties or the subsistence of any

arbitration or other proceedings.

Page 25 of 53



90 P48 4.15 No Set-off, counter-claim and cross claims.

In case the Successful Bidder has any other business

relationship with the Bank, no right of set-off, counter-

claim and cross-claim and/or otherwise will be available

under this RFP/the Contract to the Successful Bidder for

any payments receivable under and in accordance with

that business.

We request to make this clause mutually applicable to

both parties.


91 P48 4.18 Contract Period Pl validate that total contract period is 6 months from go-

live of last module


We request to delete the word ‘induce’ from the first

sentence.








regard.

We request to delete the following words from sub-

clause (g) ‘and shall keep the Bank, its directors, officers,

employees, representatives, consultants and agents

indemnified in relation thereto’ as the same is not

acceptable to the Bidder.


b) That the Bidder is not involved in any major litigation

and no litigation or investigation is threatened against

the Bidder. That the existing or threatened litigations or

investigations do not have an impact of affecting or

compromising the performance and delivery of

Service(s)/Systems under the Contract.

We request to make sub-clause (o) mutually applicable

to both parties.








regard.

Representations and Warranties

In order to induce the Bank to enter into the Contract,

the Bidder hereby represents and warrants as of the

date hereof, which representations and warranties shall

survive the term and termination hereof, the following:

4.19P4892

Page 26 of 53



d) That the Bidder has the requisite professional skills,

personnel and resources/authorizations that are

necessary for providing / rendering all such Service(s) as

are necessary to perform its obligations under the Bid

and this RFP/the Contract

We request to add standard exceptions and exclusions

to the warranty under sub-clause (p) as follows-








regard.

h) That all the representations and warranties as have

been made by the Bidder with respect to its bid and

Contract, are true and accurate, and shall continue to

remain true and accurate through the term of the

Contract.

EXCEPT AS SET FORTH IN THIS SECTION, BIDDER MAKES

NO WARRANTIES TO BANK, EXPRESS OR IMPLIED, WITH

RESPECT TO ANY SERVICES OR DELIVERABLES PROVIDED

HEREUNDER OR UNDER ANY STATEMENT OF WORK,

INCLUDING, WITHOUT LIMITATION, ANY IMPLIED

WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A

PARTICULAR PURPOSE. ALL SUCH OTHER WARRANTIES

ARE HEREBY DISCLAIMED BY THE BIDDER.








regard.

j) That there are – (a) no legal proceedings pending or

threatened against Bidder or any sub Bidder/third party

or its team which adversely affect/may affect

performance under this RFP/the Contract; and (b) no

inquiries or investigations have been threatened,

commenced or pending against the Bidder or any sub-

Bidder / third party or its team members by any

statutory or regulatory or investigative agencies.

We request to delete the words ‘its directors, officers,

employees, agents, representatives and consultants’

from sub-clause (p) of this section as the same is not









regard.

l) That all the conditions precedent under the Contract

has been complied.

We request to add a provision for the Bank’s warranty as

follows –


4.19P4892

Page 27 of 53



n) That the Bidder certifies that all registrations,

recordings, filings and notarizations of the Contract and

all payments of any tax or duty, including without

limitation stamp duty, registration charges or similar

amounts which are required to be effected or made by

the Bidder which is necessary to ensure the legality,

validity, enforceability or admissibility in evidence of the

Contract have been made.

The BANK warrants that all software, information, data,

materials, and other assistance (“BANK materials”)

provided by it to the Bidder will not infringe the

intellectual property rights of any third parties. Further,

the BANK has the rights and is otherwise authorized to

deliver the BANK Material and to grant the rights and

licenses to the Bidder as contemplated in this agreement

or in the relevant statement of work.


o) That the Bidder confirms that there has not and shall

not occur any execution, amendment or modification of

any agreement/contract without the prior written

consent of the Bank, which may directly or indirectly

have a bearing on the Contract or Service(s).

We request to make sub-clause (o) mutually applicable

to both parties.


4.19P4892

Page 28 of 53



p) That the Bidder owns, has license to use or otherwise

has the right to use, free of any pending or threatened

liens or other security or other interests all Intellectual

Property Rights, which are required or desirable for the

Service(s) and the Bidder does not, in carrying on its

business and operations, infringe any Intellectual

Property Rights of any person. None of the Intellectual

Property or Intellectual Property Rights owned or

enjoyed by the Bidder or which the Bidder is licensed to

use, which are material in the context of the Bidder’s

business and operations are being infringed nor, there is

any infringement or threatened infringement of those

Intellectual Property or Intellectual Property Rights

licensed or provided to the Bidder by any person. All

Intellectual Property Rights (owned by the Bidder or

which the Bidder is licensed to use) are valid and

subsisting. All actions (including registration, payment of

all registration and renewal fees) required to maintain

the same in full force and effect have been taken

thereon and shall keep the Bank, its directors, officers,

employees, agents, representatives and consultants

indemnified in relation thereto.

This non-infringement warranty shall not apply to the

extent that an infringement claim arises as a result of (a)

use of the deliverable other than in accordance with any

applicable specifications or documentation relating to

the deliverable provided under the applicable statement

of work, (b) modification or alteration of the deliverable

made after the delivery by Bidder to BANK if such

modification or alteration was not made by or on behalf

of the Bidder, (c) use of the deliverable in combination

with other products or systems not reasonably

anticipated in the specifications, or (d) infringement

arising from components or materials provided to Bidder

by or on behalf of BANK in connection with the

development of the deliverable.








regard.

93 P51 4.20.d to treat Confidential Information as confidential for a

period of [five (5)] years from the date of receipt. In the

event of earlier termination of the Contract/Agreement,

the Parties hereby agree to maintain the confidentiality

of the Confidential Information for a further period of

five (5) years from the date of such termination.

We request to clarify that parties shall treat Confidential

Information as confidential during the term of the

agreement and for a period of 2 years thereafter.


Confidential Information in oral form must be identified

as confidential at the time of disclosure and confirmed

as such in writing within 30 (thirty) days of such

disclosure. Confidential Information does not include

information which:

We request to clarify that oral or visual information shall

be reduced in writing by the disclosing party within

seven (7) days of its disclosure.


4.19P4892

4.20.1P5194

Page 29 of 53



Notwithstanding the foregoing, the Parties acknowledge

that the nature of the Service(s) to be performed under

this RFP/the Contract may require the Bidder's

personnel to be present on premises of the Bank or may

require the Bidder's personnel to have access to

computer networks and databases of the Bank while on

or off-premises of the Bank. It is understood that it

would be impractical for the Bank to monitor all

information made available to the Bidder under such

circumstances and to provide notice to the Bidder of the

confidentiality of all such information. Therefore, the

Bidder agrees that any technical or business or other

information of the Bank that the Bidder’s personnel, sub

Bidders, or agents acquire while on the Bank's premises,

or through access to the Bank's computer systems or

databases while on or off the Bank's premises, shall be

deemed Confidential Information.

We request to delete this provision as deemed

confidential information is not acceptable to the Bidder

as confidential information needs to be clearly marked

and identified in writing by the disclosing party.


The provision of this clause shall survive termination of

the Contract till such Confidential Information enters

public domain or as stated above.

Request to please refer to our earlier comment on the

term of confidential obligation and incorporate the same

under this clause.


95 P52 4.21.1 Termination for Insolvency

The Bank may at any time terminate the Contract by

giving written notice of 30 days to the Successful Bidder,

indicating its intention of termination the

Contract/Agreement without compensation to the

Successful Bidder, if the Successful Bidder becomes

bankrupt or otherwise insolvent, provided that such

termination will not prejudice or affect any right of

action or remedy which has accrued or will accrue

thereafter to the Bank.

We request to delete the following words ‘without

compensation to the Successful Bidder’ and substitute it

with the following words ‘the Bidder shall be entitled to

receive payments for all services and deliverables

rendered upto the date of termination.’


both parties.


4.20.1P5194

Page 30 of 53



We request to modify this clause to state that the Bank

shall terminate the contract only if the failure is due to

reasons solely and entirely attributable to the default of

the Bidder and by providing a cure period of thirty (30)

days written notice to the Bidder to rectify its default.

We request to add a provision for the right of

termination to the Bidder for default by the Bank of its

obligations under the contract.

Bank will accept Termination

for Default if entire failure is

attributable to the bidder and

Cure period as stated can be

considered.

Any termination should happen only for material breach

remaining uncured even after providing a cure period of

60 days by the Purchaser . Further, upon such

termination the Bidder will be entitled to receive

payments for the products and services provided till

effective date of termination, including any termination

charges as mutually agreed.





considered.

Bidder proposes the contract can be termination in case

of material breach of default and not for any breach,

also bank to provide 30 days cure period to provide

remedy to the failure prior to exercise such termination

right

In case of any termination bank shall pay for all the

services and products delivered to the effective date of

termination and termination fees proposed by bidder




Termination for Default

The Bank, without prejudice to any other right or

remedy for breach of the terms and conditions of this

RFP/the Contract, by a written notice of default sent to

the Bidder, may terminate the Contract in whole or in

part.

4.21.2P5296

Page 31 of 53



97 P52 4.21.3 Termination for other than Default

The Bank, without prejudice to any other right or

remedy and without assigning any reason, may at its

sole discretion, serve upon the Successful Bidder a

written notice of 30 (thirty) days, indicating its intention

to terminate the Contract/Agreement and may

terminate the Contract/Agreement in whole or in part.

We request to modify the provision to state that a

advance written notice of 90 days be provided to the

Bidder and make provision for compensation to the

Bidder in case of termination for convenience by the

Bank. Also Bidder shall be entitled to receive payments

for all services/deliverables rendered upto the date of

termination and work in progress cost, as well as a

reasonable compensation towards its prior

commitments.


successful bidder

We request to state that this is a repetition of the clause

4.21.3 above and hence request to delete the same in

order to avoid any duplication of the same clause.


Since the contract duration is one year bidder request

the removal of termination of convenience and

termination for other than default provision


We request to delete this provision as the same is not


No change in the clause,

except in the event of

Termination for convenience

We request for deletion of this clause. No change in the clause,

except in the event of

Termination for convenience

100 P54 4.22.i Publicity: The Bidder shall not make or permit to be

made a public announcement or media release about

any aspect of the Contract unless the Bank gives the

Bidder its prior written consent.


both parties.


101 P54 4.24 No Assignment

The Contract cannot be transferred or assigned by the

Successful Bidder without the prior written approval of

IDBI Bank.


both parties.


Termination for Convenience

Notwithstanding the provisions of the Contract and/or

the Bid Documents the Bank, by written notice sent to

the Bidder, may terminate the Contract, in whole or in

part, at any time for its convenience. The notice of

termination shall specify that termination is for Bank’s

convenience, the extent to which performance of the

Bidder under and in accordance with the Contract is

4.21.4P5398

99 P54 4.22.f In the event of termination of this RFP/the Contract for

any reason whatsoever, the Bank shall have the right to

publicize such termination to caution the

customers/public from dealing with the Successful

Bidder.

Page 32 of 53



102 P54 4.25 Entire Contract

The terms and conditions laid down in this RFP and all

annexure thereto shall be read in consonance with and

form an integral part of the Contract. The Contract shall

supersede any prior Contract, understanding or

representation of the Parties on the subject matter.

We request to add the following –

Each party acknowledges that it has not relied on or

been induced to enter into this Contract by a

representation or warranty other than those expressly

set out in this Contract. To the extent permitted by

applicable law, a party is not liable to another party in

contract or tort or in any other way for a representation

or warranty that is not set out in this Contract.


We request to clarify that payments shall be suspended

by the Bank only if the failure is due to reasons solely

and entirely attributable to the default of the Bidder and

by providing a cure period of thirty (30) days written

notice to the Bidder to rectify/repair before any such

suspension.





considered.

Bidder requests to remove the clause as the invoices will

be raised post completion of milestones


104 P55 4.29.a Any upward revisions and/or additions of quantities,

specifications, charts, etc., of the Bid Documents

required to be made during execution of the work shall

not constitute a change order and shall be carried out

without a change order as forming part of the Services

agreed hereunder and shall be carried out without any

time and cost effect to the Bank

We request to pl modify this open ended clause to

indicate that any upward revision/addition will be

handled through suitable change management process

laid down at the beginning of the project with

involvement of both teams


Suspension of Payment to the Bidder

The Bank may by a written notice of suspension,

suspend all payments to the Successful Bidder under the

Contract, if the Successful Bidder failed to perform any

of its obligations under the RFP/Contract, (including the

carrying out of the Service(s)) provided that such notice

of suspension:

i. Shall specify the nature of the failure and

ii. Shall request the Successful Bidder to remedy such

failure within a specified period from the date of issue of

4.28P55103

Page 33 of 53



105 P55 4.29.b & c b) Purchaser may, at any time, by a written order given

to the Bidder, make changes within the general scope of

the Contract in any one or more of the following:

i. Functional specification

ii. The Services to be provided by the Bidder

c) If any such change causes an increase or decrease in

the cost of, or the time required for the Bidder’s

performance or observance of any provisions under the

Contract, an equitable adjustment shall be made in the

Contract price or delivery schedule, or both, and the

Contract shall accordingly be amended as may be

decided by the Bank. Any claims by the Bidder for

adjustment under this clause must be asserted within 30

(thirty) days from the date of knowledge of the Bank’s

change order by the Bidder.

We request to clarify the parties shall mutually agree in

writing the changes to the scope of work under this

Contract and hence request to accordingly modify this

clause.


106 P56 4.29.g If there is a difference of opinion between the Bidder

and the Bank whether a particular work or part of the

work constitutes a change order or not, the decision of

the Bank shall be final, conclusive and binding on the

Bidder.

We request to delete this clause as the same is not



Page 34 of 53



107 P56 4.30 Liquidated Damages

a) If the Bidder fails to deliver the services as per this

RFP within the time period(s) specified in the Contract,

the Bank shall, without prejudice to its other rights and

remedies under and in accordance with the Contract,

deduct from the Contract price, as liquidated damages,

a sum equivalent to 1% percent per week or part

thereof of respective order cost subject to maximum

deduction of 5% of the order value of the delayed

services. In case of undue delay beyond a period of 15

days unless otherwise waived by the Bank, the Bank in

its discretion may consider termination of the Contract.

b) If the Bidder fails to complete the entire work before

the scheduled completion date or the extended date or

if Bidder repudiates the Contract before completion of

the Services, the Bank may without prejudice to any

other right or remedy available to the Bank as under the

Contract recover from the Bidder, as ascertained and

agreed liquidated damages and not by way of penalty:

c) The Purchaser may without prejudice to its right to

effect recovery by any other method, deduct the

amount of liquidated damages from any money

belonging to the Bidder in its hands (which includes the

Bank’s right to claim such amount against Bidder’s Bank

Guarantee) or which may become due to the Bidder.

Any such recovery or liquidated damages shall not in any

We request to clarify that liquidated damages shall be a

sum equivalent to 0.5% per week of delay of the value of

the delayed deliverables up to the maximum of 5% of

the value of the delayed deliverables. We request to

clarify that liquidated damages will be levied only if the

failure is solely and entirely attributable to the failure of

the contractor. We request to state that this shall be the

exclusive remedy of the Bank and sole obligation of the

contractor. Hence we request to modify the clause

accordingly.


108 P59 4.39.b The Bank shall reserve the sole right to grant any

extension to the term above mentioned and shall notify

in writing to the Bidder, at least three months before

the expiration of the term hereof, whether it will grant

the Bidder an extension of the term. The decision to

grant or refuse the extension shall be at the discretion of

Bank.

Any such extension will be based on mutual discussion

and agreement between the parties.


Page 35 of 53



109 P60 5 Section 5: SERVICE LEVEL REQUIREMENTS We request to insert the following standard uptime

exclusions –

The time lost due to any of the following reasons shall be

taken into account while calculating the availability/

uptime requirement: (a) Time lost due to power or

environmental failures; (b) Time taken to recover the

system because of power or environmental failures; (c)

Time lost due to damage or malfunction in the system or

any units thereof due to causes attributable to Bank such

as attachment of additional devices, making alteration to

the system, maintenance of the system, etc. without

Bidder’s consent and/ or failure to maintain the site as

required by the Bidder; (d) Time taken for scheduled

maintenance/ troubleshooting either for preventive

purposes or improvement in function or other purposes;

(e) Time taken for reconfiguration or other planned

downtime situations; (f) Scheduled shutdowns as

required by Bank; (Bidder may also request Bank for a

shutdown for maintenance purpose, which request will

not be denied unreasonably by Bank); (g) Time taken for

booting the system (h) Time lost due to unavailability of

links.


Sec 3.12.4 mentions 'Bidder will provide post production

support of one techno-functional analyst for 90 days

from Go-live date at on-site and thereafter off-site

support for further 3 months thereafter'. Pl clarify we

need to quote for only three month post go-live or for

three more months off-site thereafter


Please confirm that the post implementation support of

upto 3 months will be from the Go Live date of the last

module


Post Implementation Support up to 3 months from Go

Live of the last Module

Annexure2P67110

Page 36 of 53



Separate line item for cost of OEM in the

implementation

The Cost of including the OEM in the overall

implementaiton, support and sustenance should be

representated as a separate line item in the commercial

Bid form given in Annexure 2

Please refer to corrigendum

published on Bank's web-site

with regards to TCO.

DC and DRC Does the Bank require installation of Applications in 3

environments viz. Test, Production and DR environment?

Only in 2 environments i.e.

Test and Production

Cost quoted for Sl No. 4 will be considered as part of

TCO for evaluation. However, the Bank may, at its

discretion, choose/opt either to implement or not as per

its requirement during the period of contract

If LRM module is not to be implemented, would scope

mentioned under sec 3.2.3.4 be not applicable. In case of

LRM module not getting implemented, pl clarify scope

on liquidity risk management to be customised in ALM

module


Not to be submitted as part of RFP response. Please

confirm.

Not to be submitted along

with the response. It is

applicable only to the

Successful Bidder.

We request to include the following –

(h) Any corrigendum/clarification issued by the Bank;

(g) Deviations proposed by the Bidder.


To be completed if selected for the project. Please

confirm

It is applicable only to the

Successful Bidder.

We request to delete the words’ The Bank shall be the

sole judge to decide’ as the same is subjective in nature

and substitute the same with the following ‘As per

agreed specifications under the Contract’.


Annexure2P67110

Contract FormAnnexure4P70111

Performance Security / Performance Bank Guarantee

Form

The Bank shall be the sole judge to decide whether the

Vendor has failed to perform and/or observe the terms

of the Contract of the said document for providing the

Services by the Vendor to the Bank, and on account of

the said failure what amount has become payable by the

Vendor to the Bank under this Guarantee.

Annexure5P72112

Page 37 of 53



We request to add the following –

This Bank Guarantee issued by

____________________Bank, on behalf of Tata

Consultancy Services Limited /Bidder /in favor of

_____________________________Bank is in respect of a

new Contract / extension of Contract

dated________________.

As communicated by Tata Consultancy Services Limited

/Bidder, on the date of execution of this Bank

Guarantee an amount of Rupees ______________

(Rupees ______________________________ only) is

outstanding and payable to Tata Consultancy Services

Limited /Bidder by

_____________________________Bank, in respect of

pervious contracts between Tata Consultancy Services

Limited /Bidder and

_____________________________Bank.

Notwithstanding anything contained hereinabove:

a) Our liability under this Bank Guarantee shall not

exceed and is restricted to Rs._______________ (Rupees

_______________________________ only)

b) This Guarantee shall remain in force up to and

including _________ (including claim period of three








regard.

113 P75 Annexure6 Completion Certificate Not to be submitted as part of RFP response. Please

confirm.




Successful Bidder.

We request to delete this annexure as the same is not

acceptable to the bidder. We request to clarify that

terms and conditions of this RFP shall be subject to the

deviations proposed by the Bidder.


Performance Security / Performance Bank Guarantee

Form

The Bank shall be the sole judge to decide whether the

Vendor has failed to perform and/or observe the terms

of the Contract of the said document for providing the

Services by the Vendor to the Bank, and on account of

the said failure what amount has become payable by the

Vendor to the Bank under this Guarantee.

Annexure5P72112

Unconditional Acceptance of Terms and Conditions of

RFP

Annexure7P76114

Page 38 of 53



We request to delete this annexure as the same is not

acceptable to the bidder. We request to clarify that

terms and conditions of this RFP shall be subject to the

deviations proposed by the Bidder.


We request to modify this clause to include that the

deviations proposed by the Bidder shall form integral

part of Bidder's proposal.

We also understand that upon downselection the terms

and conditions of the governing contract will be mutually

discussed and agreed between the parties.


Bidder request to consider bidders proposal with the

deviation proposed to RFP terms


Non-Disclosure Agreement

d)treat Confidential Information as confidential for a

period of five (5) years from the date of receipt. In the

event of earlier termination of this RFP/the Contract,

the Parties hereby agree to maintain the confidentiality

of the Confidential Information for a further period of

[two (2)] years from the date of such termination.

We request to clarify that parties shall treat Confidential

Information as confidential during the term of the

agreement and for a period of 2 years thereafter.


Confidential Information in oral form must be identified

as confidential at the time of disclosure and confirmed

as such in writing within 30 days of such disclosure.

We request to clarify that oral or visual information shall

be reduced in writing by the disclosing party within

seven (7) days of its disclosure.


Unconditional Acceptance of Terms and Conditions of

RFP

Annexure7P76114

Annexure8P78115

Page 39 of 53



Notwithstanding the foregoing, the parties acknowledge

that the nature of the Services to be performed under

this RFP/the Contract may require the Bidder’s

personnel to be present on premises of Bank or may

require the Bidder’s personnel to have access to

computer networks and databases of Bank while on or

off premises of Bank. It is understood that it would be

impractical for Bank to monitor all information made

available to the Bidder’s personnel under such

circumstances and to provide notice to the Bidder of the

confidentiality of all such information. Therefore, the

Bidder agrees and undertakes that any technical or

business or other information of Bank that the Bidder’s

personnel, or agents acquire while on Bank premises, or

through access to Bank computer systems or databases

while on or off Bank premises, shall be deemed

Confidential Information.

We request to delete this provision as deemed

confidential information is not acceptable to the Bidder

as confidential information needs to be clearly marked

and identified in writing by the disclosing party.


The provisions hereunder shall survive termination of

the Contract.

Request to please refer to our earlier comment on the

term of confidential obligation and incorporate the same

under this clause.


Not to be submitted as part of RFP response. Please

confirm.




Successful Bidder.

We request to please refer to our earlier comment on

Indemnity section and request to incorporate the same

under this Annexure as well.


Annexure8P78115

Deed of IndemnityAnnexure9P80116

Page 40 of 53



The word “indemnify” should be replaced with “defend

or settle”.

The Indemnity clause need to be a mutual/either party

clause.

Further, we request that the indemnity related

obligation be limited to third party claim for bodily injury

(including death) and IPR indemnification only. IPR

Indemnity shall not be applicable for any claim or action

due to any changes by the Bank or third party or use of

product in a manner other than specified in product

manual or specification or any claim due to use of

product with any other products. We also request that

the indemnification shall be mutual and both parties

shall indemnify each other in relation to claims identified

above. The clause shall be reworded.

The RFP does not provide the process of indemnification.

We suggest the following process shall be applicable for

Indemnification under this agreement and the clause for

indemnification shall be replaced with following clauses:

Both Vendor and Mother Dairy agrees to indemnify each

other for any third party claim for bodily injury and

death and any claim of infringement of IPR violation

(including patent, copyright, design right, trademark)

subject to process of indemnification suggested below.

Indemnified Party shall mean party that is being

indemnified and Indemnifying Parties shall mean party

that indemnifies.

a) the Indemnified Party shall as promptly as practicable,


Format for Evaluation of Eligibility Criteria Has Oracle agreed to this clause? No change in the RFP

Bidder should be a Corporate and registered body in

India with a

minimum turnover of Rs. 20 crores for the last financial

year

We are a Limited Liability Partnership (LLP). Please

confirm LLPs are eligible

OK

Does a verbal reference call or a reference note from the

other “scheduled commercial Bank” suffice as proof of

work ?


Deed of IndemnityAnnexure9P80116

Annexure

12

P86117


proposed solutions (ALM, FTP and PM) implemented or

under implementation in minimum one scheduled

commercial bank in India. Bank means a Scheduled

Commercial Bank in India having at least 300 branches

as on the date of RFP. The said implementations should

have commenced within Four previous years from the

date of this RFP. Necessary documents are to be

submitted with the bid. Page 41 of 53



Please clarify the meaning of proposed solution. We

request you to keep it as OFSA implementation as there

are very few OFSAA implementations in India most of

the prospective bidders having capability of delivering

the project will not be eligible to bid.


Request the bank to also consider large Industrial

Development Bank in India with 100 branches


Request the bank to amend the caluse as follows "The

said implementations should have commenced within

Five previous years from the date of this RFP".


The Bidder should have trained manpower and expertise

with experience in OFSAA implementation for any Bank

in India with at least one resource having experience in

implementation of OFSAA 6.x project to execute the

modules being implemented.

What is the cutoff resource count for a successful

bidder? Does experience in implementing OFSAA 6.x FTP

&PFT modules qualify a bidder ?

Please refer Annexure 14 for

Credentials with regard to

experience in OFSAA 6.x

Teaming Agreement with OEM is mandatory and as per

role of OEM defined in the RFP

Clause 1.6.5: (Pg 12 )

All prospective Bidders shall furnish a teaming

agreement with OEM (Oracle Financial Services

Software Limited) for the “OEM Role in the Project”

mentioned in this RFP and submit the same as part of

the bid document.

What should be the format of this teaming agreement

document and what are the essential contents required

by the Bank in this document ?

As per the scope of the work

defined in the RFP

Bidder should have been in the business in India for the

last five

years.

Document required -

Self-Declaration and order

copy

What documents need to be submitted for this. Please be guided by the RFP

Annexure

12

P86117


proposed solutions (ALM, FTP and PM) implemented or

under implementation in minimum one scheduled

commercial bank in India. Bank means a Scheduled

Commercial Bank in India having at least 300 branches

as on the date of RFP. The said implementations should

have commenced within Four previous years from the

date of this RFP. Necessary documents are to be

submitted with the bid.

Annexure

13

P87118

Page 42 of 53



Teaming Agreement with OEM as per role defined in the

RFP












Does extensive work experience on OFSAA frameworks

used by ALM solution ( such as ; Reconciliation, rate

management, cashflow engine etc ) qualify a bidder ?


Annexure

13

P87118

Technical Bid Evaluation CriteriaAnnexure

14

P88119

Page 43 of 53



Towards a more relevant evaluation, we propose

following criteria

- Should have implemented or under process of

implementation OFSAA 6.x ALM for Banks in India - 10

marks


implementation OFSAA 6.x FTP for Banks in India - 10

marks


implementation OFSAA 6.x PM for Banks in India - 10

marks

- Should have implemented or under implementation

experience of OFSAA 6.x ALM-FTP-PM modules for a

single Bank in India - 10 marks

- Should have implemented or under implementation

experience of migrating OFSA 4.5 to OFSAA 6.x ALM-FTP-

PM modules for a single Bank - 10 marks

- Should have implementation experience of OFSA 4.5

ALM-FTP-PM modules for a single Bank in India.

Minimum UAT should have been completed on all

modules - 10 marks

- bidder should have a pool of resources who should

have worked in at least 1 Bank with at least one resource

having experience in implementation of OFSA 4.5 - Max.

10 marks on 10 or more resources with 1 mark on each

resource

- bidder should have a pool of resources who should

have worked in at least 1 Bank on migration project from


We request the bank to consider experience of the

bidder if the implementation has been subcontracted to

the bidder and proof to that effect by way of experience

certificate from end client is provided by the bidder. This

is essential so that the bidder who has the experience

and capability gets the marks.



with regards to Annexure 14

(Note)


14

P88119

Page 44 of 53



We request the bank to clarify how the process would

treat experience of bidders when two bidders give the

same client reference such that one bidder (bidder 1)

has bid for that client RFP as prime bidder and other

bidder (bidder 2) has been a consortium partner to

bidder 1 and thus the work has been sub contracted by

bidder 1 to bidder 2.




(Note)

We request the bank to clarify how the process would

treat experience of bidders when two bidders give the

same client reference when one bidder (bidder 1) has

bid for that client RFP as prime bidder and has

subcontracted the work to other bidder (bidder 2)

without having (bidder 2) as a part of the bidding

consortium for that specific client RFP




(Note)

The 5 criteria making up for the 60 marks of credentials

are not giving any emphasis of the bidder on

implementing OFSAA 6.x version. Hence we request that

marks be given only for 6.x version experience.


Considering the fact that there are very few 6.x version

implementations in India we request that for each of

the 5 criteria making up for 60 marks of credentials full

marks be given for 1 implementation / under

implementation reference of version 6.x



14

P88119

Page 45 of 53



We have observed that the purchase orders are issued

to SI entities (from end to end consideration including

hardware) but the actual implemenation for OFSAA is

often sub contracted to third party. In some cases

consortiums are also formed.

We feel that having the right resources who have done

the implementation are important for your project.

Hence the consideration that entities that have actually

executed and have the right resources should be

considered.

Request that subcontractor or consortium members be

considered for credentials scoring




(Note)

Credential scoring Following are the observations. The technical scoring has

very high weightage for credentials. 60% are for

credentials which are for OFSAA implementations in

India. Very few players have OFSAA implementations

and other capable players will not reach tech

qualification. Hence we suggest following change. The

credential score should not be more than 10% of tech

score and within that OFSA implementations should be

taken into consideration as that experience is also

relevant.


We request to clarify that any third party software

and/or hardware shall be governed by the terms and

conditions signed between OEM and the Bank.


We request to clarify that terms and conditions of this

RFP shall be subject to the deviations proposed by the

Please be guided by the RFP--120


14

P88119

General comment--

Page 46 of 53



Limitation of Liability We request to add the following clause–

Bidder shall be excused and not be liable or responsible

for any delay or failure to perform the services or failure

of the services or a deliverable under this Agreement, to

the extent that such delay or failure has arisen as a result

of any delay or failure by the BANK or its employees or

agents or third party service providers to perform any of

its duties and obligations as set out in this Agreement. In

the event that Bidder is delayed or prevented from

performing its obligations due to such failure or delay on

the part of or on behalf of the BANK, then Bidder shall

be allowed an additional period of time to perform its

obligations and unless otherwise agreed the additional

period shall be equal to the amount of time for which

Bidder is delayed or prevented from performing its

obligations due to such failure or delay on the part of or

on behalf of the BANK. Such failures or delays shall be

brought to the notice of the BANK and subject to mutual

agreement with the BANK, then Bidder shall take such

actions as may be necessary to correct or remedy the

failures or delays. Bidder shall be entitled to invoice the

BANK for additional costs incurred in connection with

correction or remedy as above at time & material rate

card as agreed upon between the parties.

Neither party shall be liable to the other for any special,

indirect, incidental, consequential (including loss of








regard.

Additional

Clauses

-121

Page 47 of 53



Intellectual Property Rights Request to insert the following provisions –

BANK acknowledges and agrees that this is a

professional services agreement and this agreement is

not intended to be used for licensing of any Bidder’s

proprietary software or tools. If Bidder and BANK

mutually agree that the Bidder provides to BANK any

proprietary software or tools of Bidder or of a third

party, the parties shall negotiate and set forth the

applicable terms and conditions in a separate license

agreement and the provisions of this section shall not

apply to any deliverables related to customization or

implementation of any such proprietary software or

products of Bidder or of a third party. Further, BANK

acknowledges that in performing services under this

Agreement Bidder may use Bidder’s proprietary

materials including without limitation any software (or

any part or component thereof), tools, methodology,

processes, ideas, know-how and technology that are or

were developed or owned by Bidder prior to or

independent of the services performed hereunder or any

improvements, enhancements, modifications or

customization made thereto as part of or in the course

of performing the services hereunder, (“Bidder Pre-

Existing IP”). Bidder agrees that except with prior

consent of BANK, Bidder shall not embed or incorporate

any Bidder Pre-Existing IP. Notwithstanding anything to

the contrary contained in this Agreement, Bidder shall

continue to retain all the ownership, the rights title and


Force Majeure We request the Bank to insert a provision on Force

Majeure.








regard.

Additional

Clauses

-121

Page 48 of 53



General Indemnity We request to add the following clause on general

indemnity-

Each party (in the capacity as indemnifying party) will

defend, indemnify and hold the other party, its affiliates,

directors, officers and employees (in the capacity of

indemnified party) from and against any third-party

claim, demand, suit, proceeding, cost and expenses

therewith to the extent such demand, claim or action

relates to or is based on any personal injury, death or

damage to property caused by the negligence or willful

misconduct of the indemnifying party or its agents and

representatives, in the performance of this Contract,

unless caused by the negligence or misconduct of the

other party/it’s personnel.


Severability Request Bank to include clause on severability. No change in the RFP.

Non- exclusivity We request to include non-exclusivity of the services

provided by the Bidder to any third party-

Bidder shall be free to do similar business either for itself

or for any other party or offer similar services to any

third parties but without in any way affecting the

services agreed to be offered by Bidder under this

Proposal.


Non-solicitation We request BANK to insert provisions for non-

solicitation of employees of the Bidder by BANK for a

period of two years.


Additional

Clauses

-121

Page 49 of 53



Tata Code of Conduct We request to add the following–

The business activities of the Bidder are self-regulated by

the “Tata Code of Conduct”. The BANK undertakes that it

will endeavor to promptly report any violation or

potential violation of the Code by any person to the

Local Ethics Counselor or the Principal Ethics Counsellor

or the CEO of Bidder. Bidder, in turn, undertakes that it

will maintain confidentiality of all communications

received.


Defination for OEM Request that the Bank treats OEM as Oracle India Private

Limited as well Oracle Financial Services Software

Limited so that internally all Best Resources and

References can be leveraged in favor of IDBI Bank


Are there any challenges in existing OFSA

implementation ?

In how much time ETL process is completed ?

Frequency of ALM process and reports?

In what time period OFSA Processes are executed ?

Can you please elaborate on performance requirements

as part of the project


successful bidder

Is the vendor expected to procure and/or install

hardware & software for the project?



Please enlist the cost allocation methods which will be

used by the bank


Successful Bidder

Please share the DC & DR locations The project will be in Belapur,

Navi Mumbai

We assume that support is to be provided during the

regular business hours on regular business days only.

Please confirm.

Yes..during regular Business

hours and business days of the

Bank

Please share the total number of accounts; the type of

account and number of records per account.


Successful Bidder

Generic queries

General122

Additional

Clauses

-121

Page 50 of 53



Please share the expected Year-on-year growth in the

number of records for each type of account.


Successful Bidder

Please share Frequency of running:

a. ALM reports(Daily)

b. FTP

c. Profitability

d. Basel III reports

a. Daily

b. Monthly

c. Monthly

d. Yet to be implemented

Limitation of Liability To the extent allowed under Indian laws, the Aggregate

Liability of either party under the contract, torts or any

other legal theory for all claims, loss, damages, breach,

etc shall in no event exceed the total value of the

contract.

Neither party shall be liable for any indirect, remote,

consequential loss or damages including but not limited

to loss of profit, loss of anticipated earning, loss of data,

revenues, goodwill, or business value whether or not

that party was aware or should have been aware of the

possibility of such costs, expenses or damages.


Generic queries

General122

NEW123

Page 51 of 53



Product Acceptance All products (hardware and software) will be accepted

on delivery. Bidder will provide notice to Customer when

the Deliverables are ready for acceptance. Acceptance of

Deliverables will occur upon the date Bidder

demonstrates to Customer, by the successful completion

of acceptance tests that the Deliverables substantially

conform to the acceptance criteria as agreed between

Customer and Bidder and mentioned in the SOWs

attached. Acceptance will not be delayed for any reason

(s) other than non-conformance with the requirements

specified in the terms of Contract and SOW. The

acceptance test results will be declared by Bank within a

maximum of 7 (seven) days from the completion of

acceptance tests. In case the 7 (seven) days period after

completion of acceptance tests has elapsed without the

acceptance test results being declared, then the system

or the portion thereof, subject to acceptance testing

would be deemed accepted. If Bank fails to give Bidder

written notice of non-conformance within the 7 (seven)

day period or, prior to expiry of the 7 (seven) day period,

uses the system or any part thereof supplied by Bidder

for productive use (other than testing purposes), it will

be deemed accepted. In the event that any Deliverable

fails to confirm to the agreed acceptance criteria, Bidder

will have a reasonable time to remedy such non-

conformance by either repair or replacement of the

Deliverable, following Bidder's receipt of written notice

from Customer specifying in reasonable detail the nature


NEW123

Page 52 of 53



IP Ownership Bidder shall retain ownership of:

a. all pre-existing Bidder Intellectual Property Rights

(“IPR”) and;

b. all IPR in Materials and Reports etc. developed during

the course of the agreement and remain therefore able

to re-use any copyrightable or patentable elements of

the Materials and Report in future engagements.


a) legal opinion on the same

can be obtained after the

process of selection of

successful bidder is completed

and the decision of the Bank

will be final in that regard.

b) Cannot be considered.

Product Separation The acceptance criteria or procedures for Deliverables

set forth in this Agreement and as particularly described

in any SOW will only apply to the services provided

herein. It will not apply to any product the Bidder may

supply or has supplied to customer, regardless of

whether such products can be used in connection with

the services or Deliverables. Any refund/return or

penalty rights as set forth hereon apply only to the

services provided.


Place : Mumbai

Date : 6th February 2015

NEW123

Page 53 of 53