MOU ICICI - · PDF fileits registered office at ICICI Bank Tower, Near Chakli Circle, Old...

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INDIA NON JUDICIAL

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Memorandum of Understanding

THIS MEMORANDUM OF UNDERSTANDING(MoU) made between President ofIndia acting through Mr. Ajay Kumar Rai, Director (Systems), a duly authorisedofficer, Directorate General of Supplies & Disposals having its office at 5, SansadMarg, Jeevan Tara Building, New Delhi-110001 (hereinafter referred to as "DGS&D"which expression unless repugnant to the context, shall always mean and includeits successors and permitted assigns) being the party of the first PART;

AND"ICICI Bank" a public company incorporated under the Companies Act, 1956and abanking company within the meaning of the Banking Regulation Act, 1949, havingits registered office at ICICI Bank Tower, Near Chakli Circle, Old Padra road,Vadodara, Gujarat 390 007 and its corporate office at ICICI Bank Towers, BandraKurla Complex, Mumbai 400 051 and a Branch Office amongst other places atICICI Bank Tower, NBCCPlace, Bhisham Pitamah Marg, Pragati Vihar, New Delhi -110003 (hereinafter referred to as the bank which expression unless repugnant tothe context, shall always mean and include its successors and permitted assigns)being the party of the second PART.

DGS&Dand ICICIBank shall hereinafter collectively referred to as the "Parties" andindividually as "Party".

WHEREASDGS&Dhas agreed to assign ICICIBank with the task of establishing epayment system as integrated with www.gem.gov.inforcollectionandtransfer.toappropriate Govt. Account within permissible time, of Cost of e-bidding Fees/Registration Fees/Earnest Money Deposit (EMD)/Security Deposit (SD) / e-PBGorany other charges due from the customers to GeM/DGS&D as per the Terms &Conditions set out hereinafter appearing.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL MoU ANDCOVENANTSAND CONDITIONSHEREINCONTAINED,IT IS HEREBYAGREEDBYAND BETWEENTHE PARTIESHERETOAS FOLLOWS:

Establishing e-payment system as integrated with for collection and transfer,within permissible time, of Cost of e-bidding fees/Registration fees / EMD / SD/ePBG or any interest thereon arising due to activities of the customers onwww.gem.gov.in to appropriate Govt. Account through ICICI Bank as per theTerms & Conditions set out hereinafter appearing, including the following:

1.0) DEFINITIONS:-

'Customer' - Customer means any person registered or to be registered with GeMwebsite www.gem.gov.in and who desires to avail services offered by GeMthrough www.gem.gov.in and make payment from his/her account to ICICI Bankfor the same using any of the payment modes namely netbanking, Debit/Creditcards etc.

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'Customer Charge' - means the fee payable by the customer towards Cost of ebidding Fee/Registration Fee/EMD/SD/e-PBGand any interest thereon along withapplicable taxes, duties, cost, charges, expenses (if any) as prescribed byGeM/DGS&Din conformity with the applicable Rules& Regulations.

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

"Charge back transaction" means those transactions which the Customer disputesfor not having received the products/services as per purchase order/Terms &Conditions from merchant.

'Effective Date' means the date of execution of this MoU by the Partieswhich willbe the date of signing of MoU, except in specific clause(s) where indicatedotherwise.

'Facility' means Payment Gateway facility (lCICI Bank Multi Option PaymentSystem) provided by the ICICIBankas integrated with www.gem.gov.in in terms ofthis MoU and any other services that augment or enhance the current facility:

'Order or service request' means an order for availing services raised by thecustomer on GeM/DGS&Dthrough www.gem.gov.in.

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

'Transaction' means every service request that results in delivery of successfulcompletion confirmation/failure report by the ICICIBank to GeM/DGS&Din respectof which service request was placed by the customer or information accessed byCustomers from GeM/DGS&Dthrough www.gem.gov.in.

"Pooling / Nodal Account" means account of GeM/DGS&Dwith Branch of ICICIBankfor the purpose of facilitating online payments with respect to RBInotificationdated 24th Nov 2009. The Branch will open Nodal/Pooling Accounts for collectionof e-bidding fees and Registration fees/ EMD / SD/e-PBGand any other fees andthese account numbers will be intimated by ICICI Bank to GeM/DGS&D aftersigning of this MoU.

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

2.0) TERM: NON-EXCLUSIVE

a) This MoU shall become effective on the date as defined above and shallremain in full force and effect for a period of five years from the effectivedate, subject to the periodical review on need basis for incremental

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facilities desired by GeM/DGS&D which may be extended thereafter bymutual consent among the parties.

b) Nothing in this MoU shall prohibit the GeM/DGS&Dor ICICIBank fromengaging for services similar to those provided under this MoU to others,including competitors of GeM/DGS&D/ICICIBank.

3.0) Responsibility of ICICIBank

a) In Management of facility, ICICIBankagrees to

i) Make its best efforts with due diligence to ensure and maintain the facilityin operation 24 hours a day, seven days a week with suitable back upalternate arrangements to ensure continued operation of services throughweb portal of www.icicibank.com.

ii) Make its best efforts with due diligence to ensure to provide the facility in amanner that protects information transmitted by the Software from (A)unauthorised interception, (B) undetected unauthorised modification oralteration after its origination, (C) undetected initiation by persons posingas other persons or entities, (D) unauthorised replication.

iii) Make its best efforts with due diligence to ensure Contingencyplans/disaster recovery mechanism for unforeseen circumstances.

iv) To ensure security of the data and the software residing on Bank's serverwith periodical security audit of the software being used in providing theservices on www.icicibank.com.

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

i) Messages that originate from the server hosted by NeGD actingon behalf of the GeM/DGS&D or the server of any third partydesignated by GeM/DGS&Dshall be deemed to be authorised by theGeM/DGS&D,and ICICIBank shall not be liable for processing suchmessages; save and except for the data processing required foraccepting the payment tendered through e-Payment system for thecompliance/information sought by the GeM/DGS&D/customer.

ii) ICICIBankwould in no way be responsible for the security of dataresiding on the server hosted by NeGD acting on behalf of theGeM/DGS&D,or a third party designated by the GeM/DGS&D.

iii) ICICI Bank shall have no liability for any failure or delay inperforming its obligations under this MoU if such failure or delay:(A) is caused solely by the "GeM/DGS&D/NeGD"acts or omissions;(B) results from actions taken by the ICICIBank in a reasonable goodfaith effort to avoid violating a law, rule or regulation of anygovernmental authority or to prevent fraud on Customers; or solelydue to the inability of the "GeM/DGS&D"or "NeGD" acting on behalf

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of the GeM/DGS&Dto process the message/information suppliedby the ICiCIBank; (C) is caused by circumstances beyond the ICICIBank control, including but not limited to vandalism, hacking, theft,phone service disruptions, internet disruptions, loss of data,extreme or severe weather conditions or any other causes in thenature of "ACTSOFGOD" or force majeure.

b) Customer Support: - ICICIBank shall endeavour to provide best customersupport to the Customers with respect to using the facility in terms of theapplicable Rules & Regulations prescribed by law. Such support shallinclude appropriate notice to the Customers of (i) a means of contacting theICICIBank in the event the Customer has questions regarding the mode ofpayment by Internet Banking through their web portal (ii) reference to theavailable procedures for resolving any query or disputes.

If there is any failure to comply with this paragraph by ICICIBank,which iscausing an unacceptable accountability/burden on the e-Procurementsystem, GeM/DGS&D may take suitable action stating reasons thereto ifsuch non-compliance is not remedied within 7 days.

The ICICIBankwill prominently display on its website the details of servicefee chargeable as agreed between GeM/DGS&Dand Bank, to customers forusing the facility of payment gateway Internet banking.

The ICICIBank will provide email id and telephone numbers to display onGeM website (www.gem.gov.in) for any customer grievances, redressal orquery.

c) Compliance with Law & guidelines: The ICICIBankshall at all times comply withapplicable laws of the land, rules and regulations in so far as relevant to its use ofthe Facility. The ICICI Bank will at all times comply with the guidelines set byRBI/Ministry of Finance/GeM/DGS&Dor any other Govt. body as applicable fromtime to time. GeM/DGS&D shall not be responsible for ICICI Bank act of noncompliance with applicable laws and regulations. If the utilisation of the Facility bythe ICICI Bank results in or may result in non-compliance being placed on theGeM/DGS&Dunder RBIguidelines, provided the GeM/DGS&D,has duly notified inwriting to the ICICIBank and the ICICIBank has not remedied within 7 days, suchutilisation shall be deemed to be a violation of this MoU.

d) Prevention of Infringement: If for any reason the software of the facility or itscomponent becomes, or in the opinion of GeM/DGS&Dis likely to become, thesubject of a claim of infringement, then ICICIBankshall, at its expense, either (i)procure the right to continue using the software as permitted in this MoU, or (ii)replace or modify software or the infringing component of the software so thatit becomes non-infringing. If, after using commercially reasonable efforts, theICICIBank is unable to cure the infringement, GeM/DGS&Dmay seek to resolvethe dispute as deemed fit.

4.0) Collection of Customer Charges

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i) ICICIBankwill arrange for collection of Cost of e-bidding Fees/RegistrationFees/EMD/SD/E-PBGor any interest thereon for the GeM/DGS&D throughthe following Channels and transfer of the amount as instructed throughwww.gem.gov.in to designated Government account on completion oftransaction.

i. ICICIBank's Internet Banking through Direct Debit to the accountof customer.

ii. Debit Cards of ICICIBankiii. Other Banks Internet Banking/Debit Cardsiv. VISN MASTERCredit Cards.

ICICIBankwill arrange to debit the customer account, irrevocably, on receiptof instructions from GeM site (www.gem.gov.in) duly authenticated/authorised by the customer.

ii) On debit to Customer's account in ICICI Bank, ICICI Bank shallautomatically credit the Internal Collection Account for a like amount on T+1basis (within one working day after the date of the transaction) and settle thefunds with RBI as per Govt. Business Rules within the time lines prescribedby Reserve Bank of India. In case of other Bank's customer, ICICIBank willcredit the collection account on T+1 basis, where 'T' means the day whenICICIBankwill receive the funds from other banks.

Repudiation of Payment:

ICICIBankmay repudiate payment in respect of Orders where:i. As prescribed by the VISA/MasterCard or any other Card

Organisation(s).ii. If no such time line is prescribed, then within 21 days of intimation fromICICIBank to GeM/DGS&D.

a) Payment of any order, which the Customer disputes, ICICI Bank shall ask theCustomer to deal the case directly with merchant i.e GeM/DGS&Das per Clause 8below. However, if such dispute is not resolved within the timelines or in case thecustomer is not satisfied and demands the same from ICICIBank, then ICICIBankshall intimate DGS&D on the same and GeM/DGS&D shall resolve the disputewithin aforesaid timelines, failing which, ICICI Bank shall debit the InternalCollection Account and credit the Customer's account.

b) Where ICICI Bank is entitled to repudiate payments in respect of an Order forreasons as mentioned in 4 (a) above and has already credited the InternalCollection Account of GeM/DGS&Das per clause 4(ii) hereinabove, ICICIBank shallbe entitled to refund, by way of Debiting the Internal Collection Account ofGeM/DGS&Dwith a intimation to GeM/DGS&D, or,

c) Call upon GeM/DGS&Dto deposit the relevant amount in their Collection Accountwithin 7 working days

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5.0) ICICIBank INTERNETBANKING: DIRECTDEBIT

• GeM/DGS&D do understand and agree to the following system of InternetBanking for facilitating transaction on GeMWebsite (www.gem.gov.in) onaccount of Cost of e-bidding Fees/RegistrationFees/EMD/SD/E-PBGor anyinterest thereon arising due to activities of the customers on the saidwebsite or any other transaction agreed to subsequently through mutualconsent.

•GeM/DGS&Dthrough NeGD shall provide a link to the ICICIBank InternetBanking portal viz. www.icicibank.com and Customers willing to exercisethis option of payment (who shall have an account with ICICIBank havingInternet Banking facility with transaction rights) shall be directed to thesame along with a string containing a unique Reference ID (RID)and otherparameters which need to be displayed to customer on ICICIBankwebsite.On confirmation of payment by customer, unique Transaction ID would begenerated by www.icicibank.com with the success/failure flag and thecustomer will be directed back to the www.gem.gov.in portal.

• Electronic confirmation as Cyber Receipt bearing the unique Reference ID(RID)and unique Transaction ID,Amount and Time would be displayed tothe customer immediately after receiving success message bywww.gem.gov.in .

• The www.gem.gov.in portal shall send a verification string direct towww.icicibank.com for independent verification of status, amount oftransaction and other details identified with unique Transaction IDgenerated by www.icicibank.com. Irrespective of the message received inresponse, no transaction status shall be treated as successful if theverification activity of a transaction has failed (Double Verification).

• On successful payment, the said amount of transaction towards e-biddingFees/Registration Fees/EMD/SD/E-PBGor any interest thereon would becredited to the GeM/DGS&DAccount.

6.0) PROVIDINGCOLLECTIONINFORMATIONTOGeM/DGS&D:

a.MIS on the agreed format for amount collected towards Collection of e-biddingFees/Registration Fee/EMD/SD/E-PBGand any interest thereon, will be sent tothe www.gem.gov.in portal by SSL mode by 16.00 Hrs the following workingday.

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b. TThe MIS files will be consolidated/named as (ICIClddmmyy) and thentransmitted to www.gem.gov.in in secured and safe manner as per theformats desired by GeM/DGS&D in compatible data form. ICICI Bank willalso arrange to provide additional information as specified by GeM/DGS&Dfrom time to time. These MIS files will also be maintained for generation ofexception reports in format specified by GeM/DGS&D on ICICI Bank'sportal of www.icicibank.com with access to authorize GeM/DGS&D usersfor accessing and downloading daily MIS reports/statements.

7.0) RECONCILIATIONAND GENERATIONOFEXCEPTIONREPORTS:

GeM/DGS&Dwill carry out a two stage reconciliation of the payment data MISsent to the www.gem.gov.in portal by ICICIBank:

i.Reconciliation of total amount collected for GeM/DGS&Das reported by ICICIBank and the total amount payable to GeM/DGS&Dat the end of a particularday's transaction. ICICI Bank shall provide necessary information on formatas desired by GeM/DGS&Dfrom time to time.

ii.Reconciliation of total collected amount reported by ICICIBank in MIS sent towww.gem.gov.in portal with the actual amount credited by ICICI Bank toGovernment account for settlement of Government funds as per laid downinstructions. ICICI Bank shall provide necessary information on format asdesired by GeM/DGS&Dfrom time to time.

iii.GeM/DGS&D will separately generate exception reports by processing theMIS for internal checks as and when required. In addition exception reportsshall be generated by ICICIBankon applications received from customers.

8.0) HANDLINGOF EXCEPTIONERRORS:

i.GeM/DGS&Dwhile processing the MIS received from ICICI Bank on a dailybasis shall seek confirmation from ICICI Bank of the duplicate payments, ifany, and deal with the customers directly regarding corresponding refunds, ifneeded. GeM/DGS&Dwill also deal directly with the customers, who have notpaid appropriate customers charges.

ii.ICICI Bank shall provide necessary assistance in reconciliation of financialtransactions made by customers using the portal of GeM/DGS&D(www.gem.gov.in) and www.icicibank.com . Any Information sought byGeM/DGS&D for such reconciliation shall be provided by ICICI Bank inelectronic form and in format specified by GeM/DGS&Dwithin 2 working daysof the request. Other exceptions may be handled by ICICI Bank andGeM/DGS&Das mutually agreed upon.

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iii.ICICI Bank will designate a NODAL OFFICERat it's New Delhi Main Branch(the Focal Point Branch), who shall be responsible for supply of informationand data as may be required by GeM/DGS&Dfor reconciliation.

iv.Bank shall provide necessary information to the GeM/DGS&Dfor satisfactoryredressal of complaints of concerned customers arising out of errors or delayin capturing of data.

v.ICICI Bank will ensure fool proof mechanism for uninterrupted data transferbetween GeM portal www.gem.gov.in and www.icicibank.com to ensurecompletion of transaction. In case of any intermittent failure or downtime ofservers, ICICI Bank shall have exception handling mechanism to meet thisobjective.

9.0) SERVICEFEE

a)No charges, whatsoever, will be payable by GeM/DGS&D to ICICI Bank forproviding the facility for collection of e-bidding Fees/Registration Fees/EMD/SD/e-PBGor any interest thereon.

b) However, in consideration of the PaymentGateway facility being provided by theICICIBank, the GeM/DGS&Dagrees to ICICIBankfor charging and collecting theService Fee or any other charges from the customers in addition to theCustomer Charges levied by the GeM/DGS&Din accordance with the procedureand manner agreed to between the ICICIBankand GeM/DGS&D.

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

10.0) RECORDRETENTION

The parties hereby agree that in the course of performing the functions andobligations under this MoU, the Partiesshall retain all records and informationfor such period and in such form as per their record retention policy.

11.0) FORCEMAJEURE

Neither Party to this MoU shall be liable to the other for any loss or damagewhich may be suffered by the other due directly to the extent and for theduration of any cause beyond the reasonable control of the Party unable toperform ("Force Majeure") events such as but not limited to Acts of God notconfined to the premises of the Party claiming the Force Majeure, flood,drought, lightning or fire, earthquakes, strike, lockouts beyond its control,labour disturbances not caused at the instance of, or limited to, the Party

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claiming ForceMajeure, acts of Government or other competent authority, war,terrorist activities, military operations, riots, epidemics, civil commotions etc.

12.0) ARBITRATION

(i)In the event of any dispute or differences between the parties hereto, suchdisputes or differences shall be resolved amicably by mutual consultation orthrough the good offices of empowered agencies of the government. If suchresolution is not possible, then, the unresolved disputes or differences shall bereferred for arbitration. The parties hereby agree that, notwithstandinganything contained in any of the documents executed between the parties, inthe event of any dispute or differences relating to the interpretation, applicationand enforcement of the provisions of the contracts, such dispute or differenceshall be referred by either party for Arbitration to the sole Arbitrator in theDepartment of Public Enterprises to be nominated by the Secretary to the Golin-charge of Department of Public Enterprises. The Arbitration & ConciliationAct, 1996shall not be applicable to arbitration under this clause. The award ofArbitrator shall be binding upon the parties to the dispute, provided, however,any party aggrieved by such award may make a further reference for settingaside or revision of the award to Law Secretary, Department of Legal Affairs,Ministry of Law and Justice, Gol. Upon such reference, the dispute shall bedecided by the Law Secretary or Special Secretary/Additional Secretary,whenso authorized by the Law Secretary, whose decision shall bind the Partiesfinally and conclusively. The Partiesto the dispute will share equally the cost ofarbitration fixed by the Arbitrator.

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

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

(iv)During any period of arbitration, there shall be no suspension of this MoU.

(v)The arbitration proceedings will be conducted as per relevant clauses of GCCof GeM/DGS&D.

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

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13.0) TERMINATION:

a) This MoU may be terminated by either GeM/DGS&Dor the ICICI Bank withprior written notice of at least 120 days in the event any of the other partycommits any breach of the terms of this MoU and if such breach is notremedied within the above-mentioned notice period.

b) Upon termination by either, the ICICIBankor GeM/DGS&D,the ICICIBankshallwithin 45 days of the termination hand over/furnish to GeM/DGS&D allinformation/transaction details, any material relating to transaction in itspossession as on the date of termination of the MoU, save and except suchinformation which the ICICI Bank may be required to retain as per theapplicable, Banking Regulations or any other regulatory requirements.Simultaneously the GeM/DGS&Dshall within 45 days of termination provideand furnish documents, information, material as it may be required to furnishto the ICICI Bank for the purpose of this MoU. Notwithstanding any suchtermination the GeM/DGS&Dand ICICIBank shall continue to co-operate andassist each other in completing resolving any issues / legal caseswhich mayhave been instituted pursuant to the transactions originating under this MoU.

14.0) Confidentiality clause

The Partiesagree and acknowledge that in connection with this MoU, each Partywill have access to certain trade-secrets and other non-public confidentialinformation of the other during and in connection with its performance ofServices hereunder ("Confidential and Proprietary Information"), and herebyagrees not to disclose any Confidential Information to any third party and not touse any such Confidential Information for any purpose other than those asstrictly required for performance under this MoU. All such ConfidentialInformation is and shall remain the exclusive property of the disclosing Partyand no license shall be granted or implied with respect to such ConfidentialInformation by reason of other Party's access to such Confidential Information.Each Party agrees to protect the proprietary information of the other with thesame standard of care and precaution used by each to protect its ownproprietary information of similar importance. .

"Confidential and Proprietary Information" is not meant to include anyinformation whicha) Is publicly available prior to this MoU or is made publicly available by

the Partieswithout restriction.b) Is rightfully received by the personnel of both the Parties from Third

party without accompanying secrecy obligations.c) Is already in the possession of both the Parties personnel and was

lawfully received from sources other than the Partiesthemselves.d) Is independently developed by the personnel of both the Parties

without use or reference to Confidential and Proprietary Information.

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e) Is disclosed under any judicial or regulatory directive or disclosed toauditors appointed under any law.

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

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

15.0)GENERALPROVISIONS

a) Entire MoU: This MoU including Annexures A, Band C (e-PBG IndicativeProcess Flow) constitutes the entire MoU between parties pertaining to thesubject matter hereof and supersedes in their entirety all written or oral MoUsbetween the Parties.Each party acknowledges that it has not relied on or beeninduced to enter into this MoU by a representation or warranty other than thoseexpressly set out in this MoU. To the extent permitted by Applicable Law,a partyis not liable to another party in contract or tort or in any other way for arepresentation or warranty that is not set out in this MoU.

b) Relationship between Parties: The Parties to this MoU are independentcontractors and nothing in this MoU shall make them joint ventures, partners,employees, agents or other representatives of the other Party hereto. NeitherPartyshall makeany representation that suggests otherwise.

c) Severability: If any provision of this MoU is determined to be unenforceable forany reason, then the remaining provisions hereof shall remain unaffected and infull force and effect.

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

e) Assignment: Each party may assign all its rights, titles, and benefits under thisMoU to any of its affiliates with prior written confirmation of other parties,which may not be unreasonably denied.

f) Rights And Remedies; Waiver: All rights and remedies hereunder shall becumulative and may be exercised singularly or concurrently. If any legal actionis brought to enforce any obligations hereunder, the prevailing Party shall beentitled to receive its attorney's, fees, court costs and other collectionexpenses, in addition to any other relief it may receive. If either Party fails toperform its obligations under any provision of this MoU or the other Partydoesnot enforce such provision, failure to enforce on that occasion shall notprevent enforcement on later occasions.

g) Survival of Provisions: Notwithstanding any other provrsron to the contraryherein, terms, which by their nature survive termination or expiration of thisMoU, shall bind the parties following any expiration or termination of thO MoU.

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h) Liability Upon Expiration: Neither Party shall be obligated to extend or renew thisMoU.

i) Jurisdiction and governing law: This MoU shall be governed by the laws ofIndia only and no other nation. The Parties agree to submit to the exclusivejurisdiction of the Courts located in Delhi, India as regards any claims ormatters arising under or in relation to these terms and conditions.

j) Headings and sub - headings: The headings and sub headings in this MoU arefor convenience only and do not affect the meaning of the relative section /clause.

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

16.0) GeM/DGS&Dhereby undertakes and agrees to indemnify ICICIBank and holdthe ICICI Bank harmless and keep at all times fully indemnified and heldharmless from and against all actions, proceedings, claims, liabilities, penalties,demands and costs, awards, damages, losses and/or expenses howsoeverarising directly or indirectly as a result of:

(a) any breach or non-performance by GeM/DGS&D of any of theirundertaking, warranty or obligation under this MoU, or(b) any claim or proceedings brought by the Customer against ICICIBank in respect of any Product / Service.

GeM/DGS&Dshall also fully indemnify or hold harmless ICICI Bank againstany loss, costs, charges, expenses, demand or liability whether direct orindirect out of claim by third party that GeM/DGS&D products infringeintellectual property rights. Bank (i) shall provide prompt written notice ofsuch claim to the GeM/DGS&Dand (ii) shall allow the Merchant to defend anysuch claim using counsel of its choice. (iii) Bankshall not settle any such claimwithout the express written consent of the GeM/DGS&D.

17.0)The parties represent and warrant to each other that they have all corporate,statutory and other authorizations, licenses and consents necessary tolegally execute and perform its obligations under the Memorandum ofUnderstanding and shall continue to have all such authorizations, licensesand consents at the time it carries out its respective rights and obligationshereunder or seeks to exercise and / or enforce any of its rights under thisMemorandum of Understanding.

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In WITNESS whereof the parties herein through their authorized representativeshave signed this Memorandum of Understanding on the day of __ , 2017 atNew Delhi in the presence of the under-mentioned witnesses.

Signed, sealed and delivered in presence of:

On behalf of the DGS&D

Name: Shri Ajay K ar RaiDesignation: Director (Systems)

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

On behalf of the IGIGIBank

Signature -

Name: Mr Vikrant Thakur,Deputy General Manager,

Address: IGIGIBank Ltd. Regional Office,IGIGITower NBCC Palace, Bhism PitamahMarg, Pragati Vihar, New Delhi - 110001

WitnessSignature _Name:Designation:Address:

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Annexure to MoU between DGS&D and ICICI Bank

ANNEXURE A

1. ICICI Bank will provide following facilities to www.gem.gov.in (GeM/DGS&D):

Direct Debit of Customers/ Bidders Account using

• INB of ICICI Bank including NEFT and RTGS

Debit card of ICICI Bank

Other Banks Internet banking/Debit Cards

VISN MASTER Credit Card

•••2. GeM/DGS&D will ensure that the portal www.gem.gov.in are secured sites,

verified by Veri-sign or equivalent.

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

submit Vendor site compliance certificate from a security consultant empanelled

with CERT-IN.

4. All communication between www.icicibank.com and www.gem.gov.in will be in

encrypted mode with a checksum attached to it. ICICI Bank will share a key with

GeM/DGS&D for encrypting the messages exchanged between ICICI Bank & theirserver.

5. Any action for the online request received from www.gem.gov.in will be solely

on the basis of identifier available in the request string like 'Registration of bidder

as 'REG', Collection of e-bidding Fees as 'BIDFEE', Collection of Registration Fees

as 'REGFEE', Collection of EMD as 'EMD' , Collection of SO as 'SO' and Collectionof e-PBG as 'BG'.

6. GeM/DGS&D will ensure to match the responses from ICICI Bank with every

request of debit to customer/bidder generated from its site. In case of pendingresponse or responses GeM/DGS&D '11

.' WI verify the responses from ICICI B kserver by sending verification requests. an

7. Cut off time for ICICI Bank's d '8 Ban . avs report will be 17:.00 hrs.. k w", accept all requests only fro

m WWwgem QOV' fpayments. Bank will not b . '. .In or processing the. " e responsible for an I .initiated from W'.,.... Y oss or claim against such re!'vvv.gem.gov.ln. quests

9. T~e MIS file is provided to the GeM/OGS&Possible time latest by 1600 h 0 on next Working day at the e I'

rs. ar lest

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10. Bankwill not be liable for any damages/compensation/interest for any delay in

processing the transaction or non availability of services through

www.icicibank.com due to any technical snag in the system or loss of connectivity

or for any other reason whatsoever, if claimed by the

customer/Bidder/GeM/DGS&D.

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ANNEXURE B

Charges to be levied on customers for collections* under Multi Option PaymentSystem:

Type of Transactions Commission

1 ICICI Bank INB NIL

2 Select Bank's Net Banking Rs. 6 1- per Transaction exclusive of taxes

3 Debit Card Transaction Rs. 12/- per Transaction for txn value upto

INR 2000** exclusive of taxes

4 Credit Card Transaction 1.00 % of transaction value minimum of Rs.

12 1- per transaction exclusive of taxes

*Besides above charges levied on customers, ICICI Bank will be entitled forapplicable agency commission as decided by RBI from time to time forgovernment transactions.** For txns value above INR 2000 the rates applicable shall be as notified by RBIfrom time to time. Please refer RBI circulars

1. RBI/2011-12/6250PSS.CO.PO.No.2361/02.14.003/2011-12. RBI/2016-17 /1840PSS.CO. PO.No.1515/02.14.003/20 16-17

Charges to be levied for handling online collection and refunds of EMD 1SDI ePBG under e-tendering:

A. Online Collection of e-bidding FeesI. ICICI Bank and Select Bank's Net Banking Rs 201- + Taxes.

II. Debit Cards (Transaction up to Rs. 2000 I-): 0.70 % of transaction value +Taxes (minimum Rs. 11/- + Taxes)

III. Debit Cards (Transaction above Rs. 2000 I-): 0.95 % of transaction value +Taxes

IV. Credit Card: 1.00 % of transaction value + Taxes

B. Online Collection of EMD 1SD/e-PBG

I. ICICI Bank and other Bank's Net Banking: 1% of transaction value + Taxes(maximum Rs 1501- + Taxes).

II. Debit Cards: 1% of transaction value + Taxes.III. Credit Cards: 1.00% of transaction value + TaxesIV. For e-PBG: No charge to be levied during first year of MoU after that rate

per e-PBG will be negotiated with GeM/DGS&D to be collected from thesupplier.

Agency commission if applicable will be recovered separately

"Page 17of 18

ANNEXUREC

E-PBGIndicative ProcessFlow:

• Bankers server will be integrated with GeM portal for informationinterchange related with e-PBGthrough Application Programming Interface(API)/WebServices.

• Nearest Branch of bankers will act as advising branch for E-PBG relatedtransaction.

• If needed, buyer may opt for bank guarantee & indicate advising Banker ofhis choice at time of creating bid and accordingly system will alertprospective bidder about the requirement of bank guarantee in electronicform from the successful supplier after completion of bidding cycle.

• After successful bidding process, System will provide standard BG formatcomplete with all the necessary field such as value of contract, validity ofthe BG, beneficiary detail, BICCode of advising bank chosen by the buyerand vital information related with the contract populated from GeM database in automated manner.

• Simultaneously, an advisory containing field value of critical SFMS attributeconsisting of beneficiary details, validity of BG, value of BG, contractnumber & BICcode etc will also be made available by the system to issuingBank trough supplier to avoid mistake during SFMS process. These valueswill also be transmitted to advising bank concurrently for validation of ePBG received from issuing bank of supplier. Responsibility of correctnessof e-PBGcontent will rest with issuing bank and supplier itself.

• PaperBGof issuing bank will not be operational unless same is transmittedto advising bank through SFMS message COV 760. There is provision forSupplier to upload paper BG in PDF format before sending the same tobuyer for their reference and scrutiny.

• Advising bank, on receipt of the SFMS message (760COV),will compare &validate the e PBG from the validation data base created on basis ofadvance information received from GeM portal. On positive validation,banker server will update the GeM server by flag /I Y" and thus enablingthe buyer to place formal contract on supplier. Unless flag is "Y", formalcontract cannot be placed.

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• In casevalidation failed, error messagewill be generated with the reason offailure. Accordingly GeM portal will advise supplier for amendment throughCOV 767 message from issuing bank. On receipt of amendment throughSFMS, advising bank will process the input as per above step and updatethe flag of GeM portal suitably.

• Advising bank will keep on alerting the buyer about the e_PSGsuch as itsexpiry etc & if nothing received adversely, capital blocked in form of SGwillbe released within time frame which will ultimately reduce the cost ofprocurement.

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