T000003011 FileName Delears Tender Final 07042011

7/31/2019 T000003011 FileName Delears Tender Final 07042011

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Tender Enquiry Document for

Hosted eMail Solution for BPCLCustomers

PRESS TENDER

Bharat Petroleum Corporation Limited

IIS Department

Bharat Bhavan II, 2nd

Floor,Currimbhoy Road,

Ballard Estate, Mumbai 400 001

CRFQ NO. 1000133130 Dated 21.03.2011Due on 21.04.2011 at 1600 Hours


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Preamble

This Tender for Hosted email_id Solution for BPCL Customers is Strictly

Confidential. It is being made available to your organization purely for the purposes ofsubmitting Tender on the strict understanding that the information provided in this

document will not be shown, read or passed on to any person who is not a current

employee of your organization.

This tender document has been developed based on BPCL businesses and technology

requirements. It remains sole property of BPCL and as such the contents of this tender

shall not be shared by your organization with others. BPCL shall have the right to

proceed with the project, or to decide alternate Solution Provider or execute the project

by itself.

Should there be any breach of confidentiality at any time, BPCL shall have the right to

disqualify the bidder and/or may initiate any disciplinary action as may deem fit.


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Executive Overview

Bharat Petroleum Corporation Limited, one of the Fortune 500 companies is a leading

Public Sector Oil enterprise engaged in exploration, production, refining and marketing of

petroleum products. BPCL is often referred to as an MNC in PSUs

With a turnover of Rs. 133,749.10 crores for 2009-10it is an Oil Giant in India. It has an all-

India presence through 2 refineries, 133 Oil installations & depots and 49 LP Gas bottling

plants. Its extensive marketing network comprises of around 8,400 retail outlets, over

2187 LPG distributors & 1000 SKO/LDO dealers.

The six key businesses or SBUs (Strategic Business Units) of BPCL are:

Refining,

Aviation,

Lubricants,

Retail,

LPG and Industrial & Commercial (I&C)

Some of the popular BPCL brands developed successfully over the last few years include

Speed, High Speed Diesel, MAK, Pure for Sure and PetroCard. Some other brands ofthe BPCL portfolios are Bharatgas, Beyond LPG, BMCG, GHAR, In & Out, Smartfleet

card etc. Innovation, Care and Reliability (INCARE) are the core values around whichall of BPCLs offerings have been designed.

BPCL has always been on the forefront of harnessing technology initiatives for

maximizing efficiency and achieving greater customer satisfaction. Bharat Petroleum is

constantly providing value to stake holders!

BPCL recognizes the importance of business communication with its customers mainly

Dealers, Distributors who are spread across various regions all over India. We prefer

current means of communications which are secured, faster and paperless. Keeping this

in mind, BPCL intends to provide a hosted email_ids to its Retail / LUBs dealers and LPG

distributors numbering around 12,000 with proper domain name which can be accessed

over internet.

BPCL, for its internal usage is using Microsoft Exchange 2007 as a messaging system.

It is with this background that the tender is being floated in three part bids (Pre

qualification, technical and commercial) to provide a web based Hosted Email_idSolution for BPCL Customer for 12000 usersextendable up to 15000 email ids during

next 3 years at the discretion of BPCL.

This document also covers the objectives, scope of work and deliverables of the proposed

project, and outlines the broad framework within which BPCL invites Solution Providers

to submit their tender bids.


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IIS.CON.24 19.02.2011

Dear Sir / Madam

1. We are pleased to invite quotations for Hosted e-Mail ids Solution for BPCL customers.

Detailed scope of work is as per attached ANNEXURE II.

2. Only parties meeting the eligibility criterion specified in clause 1 of Annexure IV (Vendors

pre-qualification criteria) will be considered for technical evaluation.

3. This tender document consists of the following Annexures which are enclosed:

3.1 Pre Qualification Bid Document Annexure I

3.2 Technical Specifications (Scope of work) Annexure II3.3 Terms & conditions of Agreement. Annexure III3.4 Tender Evaluation Criteria Annexure IV

3.5 Unpriced commercial Format Annexure V

3.6 Non Disclosure Agreement (to be submitted atthe time of award of PO) Annexure VI

We request you to carefully go through all the Tender documents before submitting yourquotation. In-complete documents are liable to be rejected.

You are requested to submit your offer in three-part bid i.e. Pre qualification criteria, Technical

Bid & Commercial Bid Each page of document should be duly signed and stamped, in separate

sealed self addressed envelopes, with the superscription HOSTED EMAIL_ID SOLTUION FOR

BPCL CUSTOMERS, "Tender Number/ Due Date/Type of bid".

a) Pre-qualification bid shall contain documents as per Annexure I.The Vendors who are qualified in Pre qualification criteria are eligible for technical bid

opening. The date, time & venue will be intimated to the successful bidder of pre

qualification criteria.

b) The technical bid should contain the following

Your cover note

Your Functional scope

Technical details of the solution / Compliance sheet in our format. You can use

Photocopy of our RFQ

Unpriced Commercial bid. (As per Annexure V)

Acceptance of Terms & conditions. (Photocopy of Annexure III to stamped and signedwith date on each page)

Deviation statement, if any. (All deviations must be given in a separate statement

marked as 'Deviation statement')

EMD of Rs. 1,00,000/- in the form of DD drawn in favour of Bharat Petroleum

Corporation Ltd., Mumbai (This is applicable only to unregistered vendors)

The Vendors meeting the technical specifications shall be qualified for opening price

bids.

The date, time & venue will be intimated to the qualified bidders for opening technical

bids.


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c) The commercial bid should contain the following

Your cover note

commercial bid

Rates should be quoted both in words and figures along with applicable Taxes & levies.

The sealed envelopes should be marked Tender for HOSTED EMAIL_ID SOLTUION FOR BPCL

CUSTOMERS . These envelopes containing Pre Qualification, technical & commercial bids should

be placed in another self addressed envelopes with the superscription "CRFQ No. RFQ No.Number/ Date/ Due Date" and should be deposited in the tender box available at the following

address, on or before the due date and time.

Mr. Sudhir M KulkarniSr. Manager IIS (Procurement & Contracts),

Bharat Petroleum Corporation Ltd.,Bharat Bhavan II, 2nd Floor, 4 & 6 Currimbhoy Road,

Ballard Estate, Mumbai 400 001

Phone Number: 022-22714214Email id: [email protected]

Bids are to be submitted on or before 21.04.2011 1600 hours. Pre qualification bids shall

be opened on 21.04.2011 at 16.30 hours at the abovementioned address in the presence of

the bidders.

Representatives of the bidders who wish to participate in Pre qualification bid opening should

carry authority letter from their employer authorizing them to attend the same and company

identity card.

Should you require any clarifications, please contact Mr. Sudhir Kulkarni/ Mr. Swaminathan KS onany working day from Monday to Friday on Telephone nos.22714214 / 22714264 or on email ID

[email protected]/[email protected] respt.

For Technical clarifications, if any, please contact Mr. Atul Patil Tel no. 22713804 or 9892420079

not later than 2 days before the opening of the tender.

The successful bidder has


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ANNEXURE - I

Pre Qualification Bid Document

Please provide the following information in the sealed envelope super-scribing Tender for

HOSTED EMAIL_ID SOLTUION FOR BPCL CUSTOMERSPre Qualification Bid alongwith CRFQNo. as part of your Tender bid. All information requested herein must be provided. If the

information provided is found to be incomplete or incorrect at any stage of the tender

the bid is liable to be rejected.

Solution Providers Company Profile:

(a) Name of the company

(b) Date of Establishment of company and Age of the company.

(c) Head Office / Registered Office Address & Telephone Numbers.

(d) Name of the Contact Person and his email address.

(e) Companys PAN No.

(f) Partnership Deed / MOU

(g) Organizational Structure with name of Promoters / Firm Partners

(h) Last 3 years audited balance sheet & P&L A/c. along with auditors report.

(i) Information about Annual Turnover during last 3 Years.

(j) Technical Strength of Solution Provider,

Number of Datacenters in India OR Information about the datacenters in Indiawherein your servers/applications are hosted which will be providing services to

BPCL. Also state the Tier Level of datacenter.

Provide details about the DR / Arrangements made for ensuring minimum 99%

uptime of solution.

Customer base and list of 3 major customers who are subscribing your email services

for 4000+ email ids and overall 24000+ email_ids for past 2 years.

Provide details on Help Desk facility provided by you and provision for resolution of

calls logged in.


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ANNEXURE - II

A. Scope of the Work

1.0 Mailbox related General Requirements

1.1 Email IDs created should support following minimum criteria / parameters :1.1.1 Mailbox size per user minimum 200 MB

1.1.2 Solution should support attachment size minimum of 5 MB for incoming /5 MB for outgoing or more

1.1.3 Option to configure out of office notice and auto reply1.1.4 Calendar and task scheduling facility (optional)

1.1.5 Facility should be made available for users to create rules at the serverside e.g rules to forward email received, to move mails to some folder.

1.1.6 User should get an alert when their mail box size utilization reaches 80%

of allotted space for deleting unwanted / old media.

1.2 3 Terabyte (for 15000 mailboxes) space should be allocated for the domain for

mailbox allocation; mail box size allocation per user will be done by BPCL.1.3 Global Address List to be accessible from webmail and Mail Client like Outlook1.4 Creation of Distribution List (DL) and Moderation Or Authorization should be

provided to BPCL.1.5 Auto DL update (based on the defined attributes) should be made possible. BPCL

will provide required inputs for creation of DL, which are to be auto updated1.6 Provision should be made available to define maximum recipient size limits for

email ids. This can be implemented with a provision to define exception rulesallowing selected email ids to send mails without any restriction. BPCL will

identify such ids wherever required.1.7 Each mail box should support atleast 40 attributes which can be set

according to BPCL requirement. BPCL will provide list of attributes to be

defined with each id (e.g customer id, location, region, contacts..etc.). Thebidder needs to confirm the above.

1.8 Backup of mailboxes Vendor has to ensure that backups are takenregularly with retention of minimum 90 days. Restoration of full or

mailbox level should be possible. Provide information on backup frequency

and facilities available.

2.0 Mails Services related Requirements

2.1 User id should support both Numeric / alphanumeric characters. Length ofuser id should support minimum of 20 characters.

2.2 User id should be password protected and password length should support

minimum 8 characters consisting alphabets, numbers and special

characters.2.3 The vendor should have email application servers hosted in minimum Tier 3

datacenters located in India

2.4 These datacenters should have different ISP backbone and should be ingeographically two different areas in India. - mention the locations

2.5 Confirm that Mails are not routed or stored outside India (both Incoming &

Outgoing mails).


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2.6 Facility should be provided for BPCL to do free Ad services (BPCL can publish

campaign as alerts or Ad on its web interface) please mention about how this

functionality will be provided and process, procedure for using it.2.7 Each mail Account Should get POP,IMAP, Webmail & SMTP Functionality and also

should facilitate Administrator disabling any of the above functionalities for

selected mail boxes2.8 Provide details about the webmail interface and screens available.2.9 Webmail should have essential features like LDAP integration for address Auto

Completion, Large File Attachment Feature & Full HTML Support2.10 Vendor must have multiple SMTP Servers for Outbound email with different IP

ranges pl provide the details about the provision.

3.0 Spooling & Spam quarantine management

3.1 Solution should spool mails for minimum 36 hours in case of Recipient server

outage. This period can be extended on request without additional charges for

space

3.2 Facility should be provided to put a restriction based on the type of attachment

(e.g. .exe, ..mp3 etc list will be provided by BPCL)3.3 Vendors to ensure that mails are not bounced for the reason of Blacklisting of

domain (domain assigned to BPCL under this contract) for outbound mails.3.4 Should guarantee an SLA of minimum 99 % plus accuracy in spam scanning3.5 Spam mails from Blacklisted Source IPs should be rejected. The RBL (Real-time

Black List) used should be managed RBL by reputed IT Security Firm. Whereas

Spam from Bad Source IPs should be rightly identified and quarantined

3.6 Ensure that SPAM not generated from our hosted services3.7 Vendor to assure that required privileges and Interface will be provided to BPCL

Administrator to perform following activities:3.7.1 Access to entire domains spam quarantine and functionality to release mail

from quarantine without involving the vendor.3.7.2 Content filtering to create new rules to filter inbound, outbound and

internal email.3.8 Users will be provided facility to:

3.8.1 Define own blacklist/white list facility.

3.8.2 Digest mail listing the spam, quarantined for the user in the last 24 hours.

3.8.3 To view his/her spam quarantine and to release mail from quarantine

without administrator intervention.

3.9 Vendor to provide facility by which passwords will be reset for mail ID where

spam is found in outbound mail and intimation to be send to BPCL Administrator.

4.0 Anti-spam & Anti-Virus Scanning

4.1 Vendor to confirm that mail system is protected against New Virus Outbreaks &

Zero Day attack Please mention the Anti-virus and Anti Spam software(s) being

deployed at your end.4.2 Antivirus/Anti spam provided to ensure that

4.2.1 Comprehensive protection from Known viruses4.2.2 Each Mail should be scanned by multiple Anti-spam & Anti-Virus engines

4.2.3 Virus affected mail should be detained and intimation should be forwardedabout the same to the user.


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4.3 Vendor to confirm that virus and spam checking is done for both inbound and

outbound mails

5.0 Administrative Controls

5.1 BPCL Administrator will be allowed to perform following tasks5.1.1 Add/delete/populate Ids and create Aliases

5.1.2 To delegate some of the admin tasks5.1.3 To create Forwarding for specific mail boxes

5.1.4 Mail tracking facility - administrator should be able to search and find the

status of every mail traversed through the setup up to 90 days5.1.5 To search emails on the basis of keywords provide steps, process,

procedure for this functionality

5.1.6 Should have facility to block some emails on the basis of some specific

words or content.5.1.7 To be provided with an interface to manage BPCL defined white/Black list

domains / email ids. Mails should be quarantined / not quarantinedaccordingly.

5.1.8 Should have interface to assign different mailbox size limit for differentgroups of users or for some specific users.

5.1.9 Provision should be available to restrict email sending to some domains or

specific email ids as and when instructed by BPCL.

5.1.10 Provision should be available to attach different footer messages fordifferent group of email ids. Group to be created on the basis of differentattributes (e.g. business unit, location etc)for which BPCL will provide the

inputs

6.0 Support

6.1 Vendor to provide information about Helpdesk Call logging and tracking systemavailable for email_id users.

6.2 Vendor to concur on the following:

6.2.1 Reported problems need to be attended in maximum of 1 hour time

6.2.2 Provide escalation matrix details for calls not resolved in 3 hours6.2.3 Telephonic / Remote support if required to be delivered

7.0 Reports

7.1 Vendor needs to provide Various MIS reports for health monitoring and usage

analysis. We list below few sample reports which need to be provided

monthly/quarterly/yearly basis. You have to provide information on types ofreports you will provide to BPCL over and above listed below

7.1.1 Detailed report on spam / virus reports - sender wise, recipient wise.

7.1.2 General report on top senders, top recipients etc7.1.3 Report on notification to Administrator given wherein spam is originating

7.1.4 Service Uptime report7.1.5 Reports related to mail delivery / delayed mails etc

7.1.6 Report on Helpdesk Call resolution stating escalation if any / SLA met etc

7.1.7 Reports on additions / deletions /disabled mail ids

8.0 Integration


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8.1 Vendor to provide and configure API for displaying mail boxes information (such

as new mails / unread mails) on BPCL portal which running on Java and .Net

platform.8.2 Global Access List (GAL) should be made available to BPCL

9.0 Other Responsibilities9.1 Should guarantee an uptime SLA of minimum 99% computed on quarterlybasis

9.2 Mass Email id and mailboxes will be created first time by vendor based on theinput given by BPCL team. Vendor to commit the creation of mail ids within 2

weeks time post receipt of list from BPCL.9.3 Users should be prompted to change password on logging first time to system

while activation or whenever password reset done.

9.4 Vendor to adhere to the Password change process as defined by BPCL which will

allow users to change even expired password after due authentication.9.5 Vendor will share a process to reset forgotten / expired passwords of users.

9.6 Incase of change of vendor at the time of expiry of contract vendor will make

data (user accounts, mail boxes and email data) available on server in a formatthat can be used to on any platform / messaging application selected by BPCL thattime.

9.7 BPCL will provide registered domain name. Vendor to use the same9.8 Terminated dealers / distributors mails should be archived till the contract expiry

period or 3 years whichever is earlier. These mail ids subscription should bestopped

9.9 Vendor to provide full documentation (Administrative, Operational, User level,

Support level etc) alongwith design architecture of setup and componentsdeployed at each level to fulfill deliverables mentioned 1 through 8 above.

10.0 Additional Information about Infrastructure

10.1 Provide more information on Infrastructure Service Provider is having for Email

Services :

I. Messaging application used.

II. Operating System used for messaging applicationIII. Provision made for Redundancy, if any.

IV. Disaster Setup availabilityV. Network bandwidth

VI. SPAM filter accuracyVII. Scalability option provided interms of Number Email_ids / Storage space

per Mail Box.VIII. Whether or not dedicated server will be used for BPCL

IX. Security infrastructure available at ISP end to protect proposed messaging

solution.


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ANNEXURE - III

Terms and Conditions

1. Terms of Delivery:

1.1.Vendor has to provide 3 months period to create e-mails Ids and activation of the same.

During this period vendor shall confirm infrastructure readiness and create email ids asper the list provided by BPCL. Further BPCL will intimate their customers about the e-

mail id details to enable them to login and activate the account.

The contract will commence at the end of enrollment period (3 months as stated above)

or after activation of 12000 email ids whichever is earlier and will be valid for 3 years.

1.2.Contract will be for approx. 12000 email ids. The contract shall be extendable to 15000email_ids during the contract period of 3 years if necessary.

a) Vendor has to confirm the readiness of infrastructure for Hosted e-mails within 2

weeks time from the date of PO. BPCL will issue email id creation list after receivingconfirmation from the vendor about their readiness.

b) Vendor will create email_ids within 2 weeks time whenever the list is provided by

BPCL.

c) BPCL customer will make email_id Active by login into system (first login)d) The email_ids activated during the quarter will be considered for the payment from

that quarter onwards.

2. Terms of Payment:

Payment will be made on quarterly basis at the end of each quarter for all of active email_idsonly. Invoice should be submitted along with Uptime Report for that quarter plus report on

Active email_ids.

3. Service Level Agreement (SLA):Vendor has to provide SLA (Service Level Agreement) of 99% uptime and availability for

email services.

4. LD:4.1.Vendor must complete the email_id creation within 2 weeks whenever email id list

provided by BPCL.

4.2.Penalty @ 0.5 per week maximum to up 5% of total PO value will be deducted for delay inid creation beyond 2 weeks..

4.3.Penalty for breach of contractDuring the contract period minimum uptime assured is 99% on quarterly basis. The

vendor will be liable for penalty @ Rs. 6000/- per percent basis for non compliance of

uptime for that quarter.

5. Other contractual stipulations

- Vendor will have to ensure that invoice/delivery challan and other documents are signed,

stamped with date by the BPCL officer while submitting.


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6. No Claim Certificate :The qualified Bidder shall not be entitled to make any claim, whatsoever, against BPCL under or

by virtue of or arising out of this RFQ or the Contract nor shall BPCL entertain or consider anysuch claim after the Bidder has signed a "no claim" certificate in favor of BPCL in such forms as

shall be required by BPCL after the works are finally accepted.

7. Suspension of payments :BPCL may at any time during the term of the Contract, issue a written notice of suspension and

suspend all payments to the qualified Bidder under the Contract, if the qualified Bidder fails toperform any of his obligations under this Contract. BPCL shall, prior to the suspension of the

payments, request the qualified Bidder to remedy such failure within a period of 30 days from thedate of' issue of such notice of suspension. The notice of suspension shall specify the nature of the

failure.

In the event the Bidder does not rectify the failure within the specified time prescribed, BPCL shall

have the right to terminate the Contract.

8. Best Price: The vendor will be governed by the 'Best Price' clause. Under this, if the vendoroffers a lower rate or better terms & conditions (other than at which the order is placed by BPCL)

to any other customer / Company during the pendency of the order, the same prices, terms &conditions should be made available to BPCL and benefits be granted to BPC, It will be the

vendor's responsibility to offer the best price to BPCL. The best price clause not only covers

systems with same/similar configuration but also systems which are having substantially the

same configuration or better configurations irrespective of model / make, which are offered toother customers / company.

9. Payment would be made through National Electronic Fund Transfer (NEFT). Hence, please

ensure that bank details submitted by you is correct or submit Latest bank details in the format

available with us.

10. Please mention IT PAN in your quote.

11. IP (Intellectual Property) :i. Organization retains all rights to its pre-existing intellectual property and any intellectual

property it creates in connection with the agreement; andii. The vendor assigns to organization all rights in any work product developed pursuant to the

agreement and acknowledges that all materials created by the vendor pursuant to the agreementshall be deemed to be owned by the organization. If the vendor will not agree to an assignment,

then the vendor should, at a minimum, grant organization a perpetual, irrevocable, worldwide,

royalty-free license to use the work product developed pursuant to the agreement.

12. Right to Audit : BPCL reserves the right to audit or inspect work performed by the vendor.

BPCL may participate directly or through an appointed representative, e.g., Mutually Agreeable

external auditor, in order to verify that the tasks related to this project have been performed in

accordance to the procedures indicated.

13. NDA Clause : Vendor has to sign the 'Non Disclosure Agreement(NDA)' on Rs. 100/- stamp

paper (Non Judicial) by their competent authority as a compliance for the 'Non Disclosure

Agreement' in line with BPCL's IS Security Policy ( copy enclosed asAnnex VI).Purchase orders will not be placed without entering into above NDA. If NDA has already been

submitted, please ignore this clause.


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14. Arbitration clause :

In case of any dispute or differences arising under and out of, or in connection with the contract,

shall be referred to the sole arbitration by an arbitrator appointed under the provision of IndianArbitration Act and subject to jurisdiction of courts in Mumbai only.

15. Please note that variation in the rates for statutory levies/ taxes/ duties will be allowed onlyon submission of documentary evidence from Govt. / statutory authorities and its acceptance bythe BPCL.

16. The Vendor is required to execute the order as a turn-key project and BPCL shall not be

responsible for any omission/deletion of any component and no additional cost shall be paid tovendor by BPCL towards the same. Such component / accessories shall be provided by Vendor at

his cost.

17. Limitation of liability will be restricted to Total Contract Value.

ALL ABOVE TERMS & CONDITIONS ARE ACCEPTABLE TO US.

SIGNATURE & NAME OF THE PERSONCOMPANY SEAL


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ANNEXURE - IV

Tender Evaluation Criteria

1. Pre-qualification Criteria:

a) Annual Turnover of the bidder should not be less than of Rs. 5 crores per

annum during past 3 years.

b) Evidence of providing & maintaining Email Hosting Services for past 2 years for

i. Atleast 3 commercial organizations having 4000+ user base.

ii. Total email ids of 24000 or above.

c) Datacenter location wherein BPCL email ids will be created should be located

in India and have minimum of Tier 3.

The parties meeting all the above criteria will be qualified for Technical Evaluation.

2. Technical Evaluation Criteria:

Bidders meeting all the Technical specifications as mentioned under Scope of Work -

(item No. 1 to 9) will be qualified for commercial evaluation. (ref. Annexure II)

3. Commercial Evaluation Criteria:

Based on the L1 basis


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ANNEXURE - V

FORMAT FOR UNPRICED BID

ItemNo.

ItemDescription

Qty Unit ofMeasure

Basicprice

`

Tax Ratein %

TaxAmount

`

TotalAmt incl.

tax

`

10 Hosted eMail

solution forBPCL customers

12000 EA Quoted Provide

actual TaxRate

applicable

in %.

Quoted Quoted

Total Quoted Quoted Quoted

Total amount in words Quoted


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ANNEXURE - VI

FORMAT FOR PRICED BID

Item

No.

Item Description Qty Unit of

Measure

Basic price

Rs. / Ea

Tax

Rate in

%

Tax

Amount

Rs.

Total Amt

incl. of tax

Rs.

10 Hosted eMailsolution forBPCL customers

12000 EA

Total

Total amount in words


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ANNEXURE - VINon Disclosure Agreement

This Agreement is made as of the ------------- 2008 between BHARAT PETROLEUM CORPORATION LTD.

(BPCL) a Government of India Enterprise, having its registered office and Corporate office at Bharat

Bhavan , 4&6 , Currimbhoy Road , Ballard Estate , Mumbai -400001 hereinafter referred as First Partwhich expression shall unless repugnant to the subject or the context mean and included its successors,

nominees or assigns and M/s ------------------ -------- --------------------------------------------------------- a company

incorporated under the Indian Companies Act, 1956, and having its registered office at --------------------------

---------- ------------------------------------------------------ herein after called -Second Part which expression

shall unless repugnant to the subject or the context mean and include its successors, nominees or assigns.

Whereas in order to pursue the business purpose of this particular project as specified in Annexure A (the

Business Purpose), M/s----------------------------------------------------------------------------------------------

recognize that there is a need to disclose certain information, as defined in para 1 below, to be used onlyfor the Business Purpose and to protect such confidential information from unauthorized use and

disclosure.

In consideration of First Parts disclosure of such information, Second Part agrees as follows:

1. This Agreement will apply to all confidential and proprietary information disclosed by First part to

Second part , including information which the disclosing party identifies in writing or otherwise as

Confidential before or within thirty days after disclosure to the receiving party (ConfidentialInformation).

Confidential Information consists of certain specifications, designs, plans, drawings, software,

prototypes and/or technical information, and all copies and derivatives containing such

Information, that may be disclosed to other part by first part for and during the Purpose, whichdisclosing party considers proprietary or confidential (Information). Confidential Information

may be in any form or medium, tangible or intangible, and may be communicated/disclosed inwriting, orally, or through visual observation or by any other means by other part (hereinafter

referred to as the receiving party) by the First Part (hereinafter referred to as one disclosing

party). Information shall be subject to this Agreement, if it is in tangible form, only if clearly marked

as proprietary or confidential as the case may be, when disclosed to the receiving party or, if not intangible form, its proprietary nature must first be announced, and it must be reduced to writing

and furnished to the receiving party within thirty (30) days of the initial disclosure.

2. M/s --------------------------- i.e. Second Part ----------------------------------hereby agreed that during theConfidentiality Period:

a) The receiving party shall use Information only for the Purpose, shall hold Information in

confidence using the same degree of care as it normally exercises to protect its own proprietaryinformation, but not less than reasonable care, taking into account the nature of the Information,

and shall grant access to Information only to its employees who have a need to know, but only to

the extent necessary to carry out the business purpose of this projectas defined in exhibit A, shall

cause its employees to comply with the provisions of this Agreement applicable to the receiving

party, shall reproduce Information only to the extent essential to fulfilling the Purpose, and shall

prevent disclosure of Information to third parties. The receiving party may, however, disclose the

Information to its consultants and contractors with a need to know; provided that by doing so, the


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18

receiving party agrees to bind those consultants and contractors to terms at least as restrictive as

those stated herein, advise them of their obligations, and indemnify the disclosing party for any

breach of those obligations.

b) Upon the disclosing party's request, the receiving party shall either return to the disclosing party

all Information or shall certify to the disclosing party that all media containing Information have

been destroyed.

3. The foregoing restrictions on each party's use or disclosure of Information shall not apply to

Information that the receiving party can demonstrate:

a) Was independently developed by or for the receiving party without reference to the Information,

or was received without restrictions; or

b) Has become generally available to the public without breach of confidentiality obligations of the

receiving party. The information shall not be deemed to be available to the general public merelybecause it is embraced by more general information in the prior possession of Recipient or of

others, or merely because it is expressed in public literature in general terms not specifically inaccordance with the Confidential Information; or

c) Was in the receiving party's possession without restriction or was known by the receiving party

without restriction at the time of disclosure and receiving party declare of possession of such

confidential information within a day upon such disclosure by disclosing party ; or

d) Pursuant to a court order or is otherwise required by law to be disclosed', provided that

Recipient has notified the disclosing party immediately upon learning of the possibility of any such

court order or legal requirement and has given the disclosing party a reasonable opportunity and

co-operate with disclosing party to contest or limit the scope of such required disclosure includingapplication for a protective order.

e) Is disclosed with the prior consent of the disclosing party; or

f) The receiving party obtains or has available from a source other than the disclosing party

without breach by the receiving party or such source of any obligation of confidentiality or non-use

towards the disclosing party.

4. Receiving party agrees not to remove any of the other partys Confidential Information from the

premises of the disclosing party without the disclosing partys prior written approval and exercise

extreme care in protecting the confidentiality of any Confidential Information which is removed,only with the disclosing partys prior written approval, from the disclosing partys premises.

Receiving party agrees to comply with any and all terms and conditions the disclosing party may

impose upon any such approved removal, such as conditions that the removed ConfidentialInformation and all copies must be returned by a certain date, and that no copies are to be make off

of the premises.

5. Upon the disclosing partys request, the receiving party will promptly return to the disclosing partyall tangible items containing or consisting of the disclosing partys Confidential Information all

copies thereof.

6. Receiving party recognizes and agrees that all of the disclosing partys Confidential Information is

owned solely by the disclosing party (or its licensors) and that the unauthorized disclosure or use


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of such Confidential Information would cause irreparable harm and significant injury, the degree of

which may be difficult to ascertain. Accordingly, receiving party agrees that the disclosing party will

have the right to obtain an immediate injunction enjoining any breach of this Agreement, as well as

the right to pursue any and all other rights and remedies available at law or in equity for such a

breach.

7. As between the parties, all Information shall remain the property of the disclosing party. Bydisclosing Information or executing this Agreement, the disclosing party does not grant any license,

explicitly or implicitly, under any trademark, patent, copyright, mask work protection right, trade

secret or any other intellectual property right. The disclosing party disclaims all warranties

regarding the information, including all warranties with respect to infringement of intellectualproperty rights and all warranties as to the accuracy or utility of such information. Execution of this

Agreement and the disclosure of Information pursuant to this Agreement does not constitute orimply any commitment, promise, or inducement by disclosing party to make any purchase or sale,

or to enter into any additional agreement of any kind.

8. Disclosing partys failure to enforce any provision, right or remedy under this agreement shall not

constitute a waiver of such provision, right or remedy.

9. This Agreement will be construed in, interpreted and applied in accordance with the laws of India.

10.This Agreement and Exhibit A attached hereto constitutes the entire agreement of the parties with

respect to the parties' respective obligations in connection with Information disclosed hereunder

and supersedes all prior oral and written agreements and discussions with respect thereto. The

parties can amend or modify this Agreement only by a writing duly executed by their respective

authorized representatives. Neither party shall assign this Agreement without first securing the

other party's written consent.

11.This Agreement will remain in effect for three years from the date of the last disclosure of

Confidential Information, at which time it will terminate, unless extended by the disclosing party inwriting.

12.With regard to the confidential information of M/s disclosed to BPCL, BPCL agrees to comply

with all the obligations of receiving party mentioned in this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their dulyauthorized officers or representatives.

M/S ----------------------------- BHARAT PETROLEUM

CORPORATION LIMITEDSignature: _____________ Signature: ____________

Printed Name: _________ Printed Name: ___________

Designation: ________________ Designation: ______________________

Documents

T000003011 FileName Delears Tender Final 07042011