BANK NEGARA MALAYSIACENTRAL BANK OF MALAYSIA

Study on Effectiveness of Mandatory Disclosure Requirements in Influencing Sound Financial Decisions

Request for Proposal

Issuer:Bank Negara MalaysiaJalan Dato’ Onn50480 Kuala Lumpur

ISSUE DATE : 22 January 2014CLOSING DATE/TIME : 14 February 2014

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SECTION A – Request for Proposal Information

1. Introduction1.1 Bank Negara Malaysia (the Bank) is inviting competent market research

companies (MRCs) and institutes of higher learning (IHLs) to submit a

comprehensive proposal to conduct a study to assess the effectiveness of the

Bank’s mandatory disclosure requirements in supporting informed decisions

by financial consumers.

1.2 This Request for Proposal (RFP) provides a broad specification of the study

on disclosure requirements (SOD) project as a guide for MRCs and IHLs

(Vendors) to submit a proposal for the Bank’s evaluation and consideration.

1.3 Vendors are advised to read this document thoroughly and follow the

instructions carefully before submitting their proposal.

2. General Conditions2.1 The Vendor must meet the mandatory requirements specified as follows:

2.1.1 A company incorporated under the Malaysian Companies Act

1965 or an institution of higher learning (public or private);

2.1.2 At least three years in operations and has experience in

conducting market studies in Malaysia related to financial

consumer behavior, preferences and sentiments; and

2.1.3 Positive net worth for the past three years (applicable to

companies and private IHLs only)

2.2 The Vendor shall provide a complete response to the mandatory

requirements as per Appendix A-2.

2.3 The Vendor shall respond to the RFP on the basis that the Vendor is deemed

to have examined and understood the entire content of this RFP. The Vendor

shall also be deemed to have accepted and is bound by the terms and

conditions specified in this RFP. Any limitations of responsibilities that the

Vendor wishes to negotiate should be clearly stated.

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2.4 The specifications and contractual conditions contained in this RFP define the

basic functional, technical and contractual requirements with regard to this

RFP. Any amendments to the specifications will be effected and notified by

the Bank to all Vendors through official letter or e-mail.

2.5 The Vendor must ensure that prices quoted in the tender which includes, but

is not limited to, itemised costing and total cost, are true, accurate and

complete before submitting the price quotation to the Bank.

2.5.1 All prices quoted must be in Ringgit Malaysia (RM), which is

inclusive of all applicable service tax, withholding tax and other

Malaysian government taxes to be incurred and payable by the

Bank under the law;

2.5.2 The prices quoted shall not be subject to any fluctuations of RM

due to any reasons, and shall be applicable throughout the tender

process and in the proposed Agreement to be entered into

between the Bank and the Vendor, if the Vendor’s proposal is

selected by the Bank; and

2.5.3 The Vendor shall be solely responsible for any omissions or errors

on prices quoted to the Bank and shall have no right to impose

any additional costs, make a claim from the Bank or request the

Bank on any grounds for the rectification and reconsideration of

the prices quoted. The Bank will not entertain any request from

any Vendor for any variation of prices or submission of additional

quotes for items erroneously omitted in the original submission of

proposal on any grounds including oversight, lack of knowledge,

etc.

2.6 Upon award of the study contract to the successful Vendor, the price quoted

by the Vendor or subsequently agreed to by BNM and the Vendor will be

fixed throughout the agreed implementation period.

2.7 The Vendor must be prepared to:

2.7.1 Provide a list of on-going and successfully implemented projects

on the subject of financial consumer behavior, preferences and

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sentiments relating to financial products and services for the

Bank’s reference, as per Appendix A-5 (Section 4);

2.7.2 Allow the Bank to conduct checks with references cited by the

Vendor, where necessary, to gauge the Vendor’s capabilities;

2.7.3 Respond to any questions on the proposal and provide additional

information, which may include further details on the Vendor’s past

completed projects as per Para 2.7.1 above, as and when required

by the Bank;

2.7.4 Present its proposal to the Bank, if short-listed. The presentation

must be conducted by the proposed Project Manager and key

implementation team members for the SOD project; and

2.7.5 Deposit a performance bond of equivalent to five percent of the

contract value.

2.8 The Vendor may submit a proposal covering more than the requirements

specified under this RFP with the necessary elaboration and explanation.

2.9 The Bank reserves the right to amend the specifications and conditions in

this RFP in order to correct errors, rectify omissions or discrepancies, or to

reflect any change in policy. Any amendment to the specifications and

contractual conditions shall be effected by the issuance of an addendum to

this document and all Vendors shall be notified accordingly.

3. Engagement and Deliverables3.1 The RFP does not constitute a contract with the Bank. The Bank intends that

no contract will be formed until the selection of the award is finalised.

3.2 The Bank may, at its sole discretion, reject any or all proposals without further

discussion and/ or reject an RFP of any party who has been delinquent or

unfaithful in any former contract with the Bank.

3.3 A Vendor withdrawing its proposal that has been submitted and opened by

the Bank may be blacklisted from participating in future tenders, in

accordance with the policies of the Bank.

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3.4 The selected Vendor is not allowed to outsource or assign the study to any

other party without the written consent of the Bank. The Bank reserves the

right to reappoint another Vendor should this rule be breached.

4. Confidentiality4.1 This RFP document is strictly confidential. Information contained in this RFP

document shall not be disclosed directly or indirectly to any other party.

4.2 Participating Vendors are not allowed to furnish any information, make

statements or issue any documents or other written or printed materials

concerning the acceptance of the RFP for publication in any media without

the prior approval of the Bank.

4.3 The information and documents provided by the Vendor will be treated as

strictly confidential.

5. Evaluation of Proposal5.1 The interpretation of the contents of the proposal by the Bank shall be final.

5.2 The evaluation of the proposal shall be based on, but not limited to, the

following factors:

5.2.1 The Vendor’s capability and credibility based on, among others, the

expertise and qualifications of staff, performance track records and

internal quality assurance process;

5.2.2 Proven methodology and approach;

5.2.3 Financial standing of the Vendor (not applicable to public IHLs);

5.2.4 Detailed costs; and

5.2.5 Other value added services offered by the Vendor.

5.3 The Bank does not bind itself to accepting the lowest proposal or any

proposal that is submitted.

5.4 The Bank is not obliged to accept a proposal in its entirety and may, at the

Bank’s absolute discretion, accept only parts of a proposal.

5.5 The Bank is not obliged to give any reason for non-acceptance and rejection

of any proposal.

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6. Terms and Conditions of the Agreement6.1 The terms and conditions of the agreement with the Bank are provided as per

Appendix A-4 for reference, which shall be incorporated into the agreement

to be signed between the Bank and the successful Vendor upon award of the

project.

7. Submission of Proposal7.1 The proposal shall be duly completed, signed and enclosed in a sealed

envelope marked “Study on Disclosure Requirements - Proposal” on the top

left hand corner of the sealed envelope. The quotation shall be provided

separately in another sealed envelope marked “Study on Disclosure

Requirements – Quotation” on the top left hand corner. Both envelopes

should be submitted in Tender Box A at the following address not later than [ 14 February 2014], 12.00 noon . Director of Consumer and Market Conduct Department

7th Floor, Block A

Bank Negara Malaysia

Jalan Dato’ Onn

50480 Kuala Lumpur.

7.2 The submission to the Bank must be in the form of 1 (one) hardcopy

document and 1 (one) softcopy (at least in Microsoft Word 2003) in CD

media. Both hardcopy and softcopy must be submitted in a sealed envelope.

7.3 Proposals submitted by respective Vendors must include the necessary

mandatory supporting documents, SOD proposal, timeline for implementation

and proposed fees/costing (in a separate sealed envelope as indicated in

para 7.1 above).

7.4 Short-listed applicants may be invited to present their proposals to the Bank

for evaluation and selection purposes.

7.5 Non-compliance or submission by any other means other than that stipulated

above will not be entertained nor considered. The Bank reserves the right to

accept or reject subsequent revised submissions by participating Vendors

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provided that such subsequent submission(s) shall be received before the

expiry of the closing date for submission of proposals.

7.6 The Vendor shall promptly comply with any request made by the Bank for

additional information, for clarification purposes, after the closing date of this

proposal.

7.7 Failure on the part of the Vendor to comply with the requirements specified

herein shall invalidate the Vendor’s proposal.

8. Point of Reference8.1 The project owner for the SOD project is the Consumer and Market Conduct

Department, Bank Negara Malaysia.

8.2 All questions with regard to the project should be directed to the following

contact persons:

Name : Pn. Aidora Mubarak/ Pn. Nurul Asyikin Hj. Yusof

Department : Consumer and Market Conduct Department

E-mail : retail@bnm.gov.my

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SECTION B – Business Requirements

1. Introduction1.1 The Bank had mandated a comprehensive disclosure regime in 20101

through an issuance of the Guidelines on Product Transparency and

Disclosure, which aimed at improving information disclosure on products and

services offered by financial service providers to retail consumers. The

Guidelines set out the timing and content of disclosure of key information on

financial products or services to promote informed decision-making by

consumers. Nevertheless, complaints received by the Bank from financial

consumers in the past few years on mis-selling and misrepresentation of

financial products and services as well as disputes on charges and

withdrawals indicate the possibility of weaknesses in the disclosure of

information to Malaysian financial consumers. Recent evidence from

behavioral economics studies also suggests that consumers do not always

behave rationally and are subject to behavioral biases which could result in

poor decisions with respect to the selection of a financial product or service.

1.2 In addition, based on a survey on financial literacy of Malaysians involving

over 1,000 Vendors1, the data indicates that only 39% of Malaysians gather

some information, while only 3% shopped around and made independent

comparisons, before purchasing a financial product.

1.3 Given the above scenario, this study is intended to assess the effectiveness

of mandatory disclosure requirements, in influencing sound decisions by

financial consumers. The findings from this study will serve as essential

inputs for the review of existing disclosure requirements and guidelines

relating to fair market conduct by financial service providers.

11 Atkinson, A. and F. Messy (2012), “Measuring Financial Literacy: Results of the OECD / International Network onFinancial Education (INFE) Pilot Study”, OECD Working Papers on Finance, Insurance and Private Pensions, No. 15, OECD Publishing.

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2. Project Objectives and ScopeThe aims of this study exercise are:

2.1 To determine and improve effectiveness of disclosure requirements to assist

financial consumers to make informed financial decisions;

2.2 To identify effective ways to improve consumer understanding of the various

financial products and services in the market;

2.3 To identify ways to get financial consumers to be interested in reading

product disclosure documents; and

2.4 To identify the type of disclosure information required by consumers in

making a financial decision.

3. Project Specifications3.1 The project is expected to commence in March 2014 and is to be completed

by May 2014 with the Vendor’s delivery of the analysis and/ or report of the

study.

3.2 The Vendor is expected to work closely with the SOD team in the Bank in

refining and executing the methodology for this project.

3.3 In terms of sampling coverage, it should adequately reflect, among others,

the gender, race, age, nature of employment and income distribution of the

Malaysian population. Geographically, sample participants should reside in

either Kuala Lumpur or Selangor, with an appropriate mix of those in the rural

and urban areas. In addition, the sample should comprise financial

consumers that have either secured or plan to secure the following financial

products from 30 June 2012 onwards:

3.3.1 Mortgage financing;

3.3.2 Car loan;

3.3.3 Structured investments/ deposits;

3.3.4 Life insurance; and

3.3.5 Investment-linked insurance products.

3.4 The sample size of the study should be adequate, with an appropriate

sampling technique applied to yield robust and non-biased results.

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3.5 The methodology used to conduct the study and collect required information

should be effective and robust to maximize study response and yield

accurate and non-biased results.

3.6 The output is expected to be submitted as per the timeline to be agreed upon

between the Vendor and the Bank

3.7 The expected key deliverables to be submitted are in the form of:

3.7.1 Raw and granular data in Excel format, including detailed information

on the profile of interviewees;

3.7.2 Aggregated data in Excel format; and

3.7.3 Analysis and/ or report in Power Point presentation slides.

4. Project Scope4.1 The selected Vendor is required to:

4.1.1 Recommend appropriate methodologies for the study, including

focus group discussions, which best meet the project objectives. The

Bank is open to considering quantitative or qualitative methods, or a

combination of these;

4.1.2 Prepare and finalise the study questionnaires and any other

specifications of the project in consultation with the SOD team in the

Bank;

4.1.3 Conduct the study based on the agreed methodologies. The study

should be conducted exclusively for the Bank, without leveraging on

other ongoing study that the Vendor is undertaking;

4.1.4 Translate the finalised English study questionnaires into Bahasa

Malaysia and Mandarin as a supplement to better aid the conduct of

the study and achieve more accurate results;

4.1.5 Identify and recommend appropriate study sample size and sample

selection that will adequately represent Malaysian financial

consumers;

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4.1.6 Conduct the study and oversee the implementation, data compilation,

quality control, cleaning and weighting the results appropriately

before submitting results to the Bank;

4.1.7 Commit appropriate key personnel with relevant expertise and

experience who shall be designated for the duration of the project to

supervise and conduct the study from the point of finalising

questionnaires to submission of study data and analysis to the

Bank; and

4.1.8 Submit raw/ granular and compiled study data, together with a final

study report containing analysis of the study results to the Bank by

the agreed deadline.

4.2 All information obtained from this project is strictly confidential and

considered the property of the Bank. The appointed Vendor is not allowed to

furnish the details of the SOD project and any information obtained through

the SOD project to a third party without prior written approval of the Bank.

5. Vendor’s Competency5.1 The Vendor shall have a good and thorough understanding of the RFP and

all the requirements mentioned in the RFP document.

5.2 The Vendor shall provide customer references, where similar projects have

been implemented, for reference checks by the Bank.

5.3 The Vendor shall demonstrate experience, expertise and the highest level of

quality assurance in successfully completing similar projects.

5.4 The Vendor must at all times provide adequate and competent manpower

and resources, with good understanding of the objectives of the project and

the ability to successfully implement the project. The project manager and

key implementation team members should be designated members of the

project. Any changes to the designated project manager and team members

can only be made with prior notice to the Bank and upon receiving the Bank’s

consent.

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6. Information to be Submitted6.1 Cover letter (Appendix A-1).

6.2 Documents for mandatory requirement (Appendix A-2).

6.3 SOD proposal

6.3.1 The proposal should cover ALL specifications of the project and any

additional recommendations and value added services.

6.3.2 The proposal should also include timeline for implementation and

submission of deliverables to the Bank within the stipulated time

period.

6.3.3 Evaluation of the proposal would be based on, but not limited to, the

Vendor’s demonstration of the following:

6.3.3.1 A clear understanding of the objectives and

requirements of the project;

6.3.3.2 Study methodologies which are the most appropriate

to meet the project’s objectives;

6.3.3.3 Sufficient experience in conducting research/ studies

on similar areas;

6.3.3.4 Personnel with relevant qualifications and expertise in

carrying out similar research/ studies;

6.3.3.5 The ability to construct study questionnaires in the

most effective manner to obtain the desired information

from consumers;

6.3.3.6 A proven and effective internal quality assurance

process and framework; and

6.3.3.7 Risk mitigating measures to address potential

contingencies during the project.

6.3.4 The outline for the Vendor’s proposal to be submitted is specified in

Appendix A-5.

6.3.5 All costs incurred in the preparation of the proposal as well as for

presentation to the Bank, if any, shall be borne solely by the

participating Vendor.

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6.4 Proposed costing/quotation

6.4.1 Participating Vendors shall provide detailed cost breakdown for

each stage of the study exercise.

6.4.2 Quotation provided shall include sales tax and other Government

taxes and the price quoted shall be valid for the duration of this

project.

6.4.3 Quotations shall be provided separately from the proposal under

paragraph 6.3 above. There shall be no indication of costs of the

SOD project in any document other than in Appendix A-6.

6.5 Vendor’s Particulars (applicable to companies and private IHLs only)

6.5.1 Participating Vendors are required to provide the Bank with a

Vendor profile as required in Appendix A-7.

6.5.2 Please ensure that the following documents are attached:

6.5.2.1 Form 9 of the Companies Act 1965 (Certification of

Incorporation);

6.5.2.2 Form 24 of the Companies Act 1965 (Return of

Allotment of Shares);

6.5.2.3 Form 49 of the Companies Act 1965 (Return Giving

Particulars in Register of Directors, Manager and

Secretaries and Change of Particulars); and

6.5.2.4 3 years latest audited financial statements.

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Appendix A-1 – Covering Letter

Format of letter to the Bank on the Vendor’s letterhead

<Address PLACEHOLDER>Dear Sir,

Subject: Response to Request for Proposal (RFP) for Study on Disclosure

Requirements (SOD).

1. With reference to the RFP, we hereby enclose our offer for the study

project.

2. We acknowledge that we have read, understood and hereby agree to

accept all contents of the RFP.

3. We undertake to provide all the services prescribed in the contract to be

entered with BNM and comply within the timeframe specified therein if

BNM accepts our offer.

4. We confirm that our offer is made in compliance with the RFP and shall

remain valid for 6 months from the closing date of the RFP.

Yours faithfully,

(Name & Designation, Seal of the Vendor)

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Appendix A-2 – Documents for Mandatory Requirements

1. Documents that are submitted as supporting documentary proof for the Mandatory

Criteria2 will be considered final. Any subsequent documents or information

submitted, if not requested by BNM, will not be considered.

2. Vendors are also requested to submit information on on-going and successfully

implemented projects related to consumer behavior, preferences and sentiments

in relation to financial products for the Bank’s reference.

2.1 The information submitted, as reference by the Vendor should clearly cover

the name of the customer, scope of the project, role of the Vendor and the

year in which the project was conducted.

2.2 None of the references provided should be of a project where the Vendor

only provided Resource Augmentation.

2.3 All the documents submitted in support of implemented projects should be

in English. Documents, which are not in English, should be duly translated

and authenticated by an authorised entity.

The Vendor is expected to complete the following table and submit it together with the

covering letter (Appendix A-1).2 Mandatory requirement includes: Must be either a Malaysian registered company or an institution of higher learning; Must at least have three years experience in conducting market study in Malaysia related to consumer

behavior, preferences, and sentiments; and Positive net worth for the past three years (applicable to companies and private IHLs only).

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No. Mandatory Criteria Ref. Page No.

Supporting Document Provided

Remarks

1 A Malaysian registered company or an

institution of higher learning

2 The Vendor must have at least 3 years

of experience in conducting surveys/

research/ studies in Malaysia on

consumer behavior, preferences, and

sentiments.

3 Positive net worth for the past three

years (applicable to companies and

private IHLs only)

Appendix A-3 – Undertaking of Confidentiality

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To : Pengarah

Consumer and Market Conduct Department

Bank Negara Malaysia

Jalan Dato’ Onn

50480 Kuala Lumpur

Letter of Undertaking on Confidentiality for Proposal on Study on Disclosure Requirements

In consideration of receiving and managing any materials, documents or information from Bank Negara Malaysia (“”BNM”) or the directors, officers or employees of BNM during the course of performing my duties and functions as an officer or employee of [insert name of service provider] (“Vendor”) pursuant to the [insert full name of the Agreement] dated [dd/mm/yyyy] between BNM and the Vendor (“the Agreement”), I Dato’/Datin/Ms/Mr. __________________________________________________ of________________________________________________________________ (NRIC / Passport No ______________________) as _________________ (Designation of the officer/employee) do hereby undertake that I am fully aware that the nature of the materials, documents or information acquired and managed by the Vendor is confidential and I do hereby agree and undertake at all times -

(a) to faithfully and honestly keep secret the affairs and concerns of BNM and all information relating to BNM or its directors, officers or employees, customers and other persons who are related to BNM pursuant to the Agreement;

(b) not to reveal, disclose or divulge to, or discuss with any person, the

materials, documents or information, including but not limited to any other information provided to the Vendor by BNM, unless such disclosure –

(i) is authorized in writing by BNM;(ii) is for use by the Vendor for the purposes of the Agreement (subject to

BNM’s consultation); (iii) has been officially released by BNM to the public; or(iv) is allowed to be disclosed in accordance with law or by an order of a

court, in which case I shall notify BNM in writing prior to such disclosure.

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(c) not to make copies of, make or cause to be made public, any materials, information or documents obtained, managed or used for the performance of my duties and functions without the prior approval in writing of BNM;

(d) to safely store any materials, information or documents obtained from BNM or any other person in relation to BNM’s affairs in the Vendor’s premises with my utmost care and in accordance with the policy of the Vendor, and not to remove or cause to be removed such materials, information or documents unless it is for use by the Vendor for the purposes of the Agreement or BNM; and

(e) to indemnify BNM from and against all losses, damages, costs and expenses which BNM may incur or sustain by reason of any breach on my part of the terms and conditions of this letter.

2. The list of employees, agents or persons acting on behalf of [insert Vendor

Name] who shall be subjected to the clauses (a)-(e) and abide by this undertaking

is as set out in the Appendix attached to this letter of undertaking.

3. This Letter of Undertaking is intended to be and shall be construed as a

legally binding undertaking and shall be subject to and governed in accordance

with the laws of Malaysia.

4. I understand that the obligations of this Letter of Undertaking shall survive

the termination of the Agreement and my employment with the Vendor.

Signature : _______________________

Signature :

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Name : __________________________________(Authorised Signatory)

NRIC No.:/Passport No.: ________________

Designation : _______________________

Date: _______________________________

Vendor Stamp:_____________________________

__________________________

Name : __________________________________(Witness)

NRIC No.:/Passport No.: ________________

Designation : _____________________

Date: _______________________________

Vendor Stamp:____________________________

Appendix A-4 – Terms and Conditions of the Agreement

SALIENT TERMS AND CONDITIONS OF THE AGREEMENT

1.0 CONFIDENTIALITY 1.1 The Vendor hereto undertakes to keep absolutely confidential all

information, specifications or documentation whatsoever concerning the

business and affairs of BNM, obtained or received as a result of the

discussions leading to or during the execution or enforcement of this

Agreement. The Vendor’s obligation of confidentiality shall not apply, to

information which is:

(a) already in its possession other than as a result of a breach of this

clause; or

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(b) in the public domain other than as a result of a breach of this

clause.

1.2 The Vendor shall undertake to BNM, as per Appendix A-3, to take all

such steps to ensure compliance with the provisions of this clause by its

Personnel, its agents or sub-contractors.

1.3 Disclosure of confidential information pursuant to or under compulsion of

a valid order of a court of law or under the requirement of law is not

prohibited; provided that the party making the disclosure pursuant to the

court order or the requirement of the law shall first have given notice, to

the other party whose confidential information is required to be disclosed.

1.4 The foregoing obligations concerning confidentiality shall survive the

termination of this Agreement.

2.0 RESTRICTION ON THE PARTIES’ NAME AND MATERIAL2.1 The Vendor agrees not to use or refer to BNM’s name or logo or the

aforesaid names in any language or any derivative of these words in any

language, or refer to BNM in any manner whatsoever including-

(a) in the press;

(b) for advertising or promotional purposes; or

(c) the purpose of informing or influencing any third party,

without the prior written consent of BNM, except as expressly

contemplated by this Agreement.

2.2 The Vendor agrees not to refer to the fact that it has been retained to

conduct the Services/ to produce the Deliverables to third parties unless

the information is otherwise publicly available or with the prior written

consent of BNM.

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3.0 ASSIGNMENT3.1 Neither Party shall assign or otherwise transfer this Agreement or any of

its rights and obligations hereunder whether in whole or in part to any

person without the prior written consent of the other Party.

4.0 SUB-CONTRACTORS4.1 The Vendor shall not, without the prior written consent of BNM, enter into

any sub-contract with any person for the performance of any part of this

Agreement.

4.2 The Vendor shall not be relieved from any of its obligations hereunder by

entering into any sub-contract for the performance of any part of this

Agreement. If requested by BNM, the Vendor shall promptly provide

BNM with copies of any sub-contracts agreements.

5.0 DELAYS AND LIQUIDATED DAMAGES5.1 In the event of any anticipated delay in respect of the carrying out of the

Vendor’s obligations in accordance with the timeline set out under this

Agreement, the Vendor shall inform BNM in writing of the cause of the

delay and its expected duration. The Vendor shall take the appropriate

steps to mitigate the delay to the satisfaction of BNM.

5.2 The Vendor shall pay liquidated damages to BNM for any loss or damage

sustained by BNM resulting from the delay in completing this Agreement

in accordance with the timeline. The liquidated damages shall be the

aggregate sum of one and a half per cent (1.5%) of the Price for each

week of such delay and pro-rated for parts of a week up to a total

maximum of twenty per cent (20%) of the Price. The payment of

liquidated damages shall not relieve the Vendor from its other liabilities or

obligations under this Agreement. In addition, the Vendor shall submit a

proposal acceptable to BNM as an interim measure to overcome the

difficulty arising from such delay. Notwithstanding any payment of

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liquidated damages and the interim measure taken, BNM shall be entitled

to terminate this Agreement.

6.0 SETTLEMENT OF DISPUTES6.1 In the event of any dispute or difference arising under this Agreement,

the Parties shall, in good faith use their best efforts to promptly and

adequately resolve the dispute or difference through amicable

consultations, conciliation or other means agreed upon by the Parties.

6.2 All and any disputes, conflicts or differences arising between the Parties

in respect of this Agreement, or breach, termination or invalidity thereof,

which cannot be resolved by the Parties within a period of fourteen (14)

days under clause 6.1 shall be finally settled by arbitration in accordance

with the manner and rules stipulated in clause 7.

6.3 The Parties’ performance of obligations under this Agreement shall

neither cease during any arbitration proceedings nor shall the Parties be

released from any obligations hereunder by the institution of any

arbitration proceedings.

7.0 ARBITRATION7.1 Any unresolved dispute under clause 6 shall be referred to and finally

resolved by arbitration in Malaysia by an arbitrator to be agreed upon

between the Parties or failing agreement within fourteen (14) days after

either Party has given to the other a written request to agree to the

appointment of an arbitrator, a person to be nominated by the Director of

the Kuala Lumpur Regional Center for Arbitration at the request of either

Party. The arbitration shall be in accordance with the Arbitration Act 2005

and the Rules for Arbitration of the Kuala Lumpur Regional Center for

Arbitration for the time being in force which rules are deemed to be

incorporated by reference into this clause.

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7.2 The arbitration award shall be final and binding on the Parties and

judgment upon the award entered in arbitration may be entered in any

court of competent jurisdiction.

8.0 TERMINATION AND SUSPENSION8.1 Where the Vendor fails to perform the services to BNM for a period

longer than seven (7) days other than on the grounds of force majeure

under clause 9.1, the Vendor shall not be paid for that particular period of

non-performance of the services and this Agreement shall be terminated

automatically on the eighth day by BNM.

8.2 Either Party may terminate this Agreement by giving thirty (30) days

written notice to the other Party if, as the case may be –

(a) the Party commits any breach of its obligations under this Agreement

and fails to take appropriate steps to remedy such breach (if capable

of remedy) within a time stipulated by the other Party;

(b) an effective resolution is passed to wind up the Vendor or a

provisional liquidator is appointed or an application is made for the

winding up of the Vendor (other than for the purpose of

reconstruction or amalgamation) or the Vendor goes into judicial

management or the Vendor makes or negotiates for any composition

or arrangement for the benefit of its creditors; or

(c) the Vendor ceases or threatens to cease to carry on the whole or any

substantial part of its business other than in the course of

reconstruction or amalgamation.

8.3 Notwithstanding clause 8.1 and clause 8.2, either Party may at any time

during the enforcement of this Agreement terminate this Agreement by

giving to the other Party thirty (30) days’ notice in writing.

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8.4 Each Party shall fulfill all its obligations under this Agreement pending the

effective date of termination upon the issuance of notice under this

clause.

8.5 Notwithstanding the aforesaid, BNM may at its absolute discretion

suspend all or any part of the Services by giving a prior notice in writing

of at least fourteen (14) days to the Vendor prior to such suspension,

who shall immediately make arrangements to stop the services and

minimise expenditure. BNM shall specify the period of suspension in

written notice to the Vendor.

8.6 Upon expiry of the suspension period, BNM may at its absolute discretion

either terminate this Agreement by a prior written notice of seven (7)

days to the Vendor or resume this Agreement by a prior written notice of

seven (7) days to the Vendor. The Vendor shall not be entitled to recover

from BNM any loss or damages sustained or incurred by the Vendor due

to the suspension or in consequence of the termination.

8.7 Any termination under clause 8.3 and 8.6 shall discharge the Parties

from any liability for further performance of this Agreement and shall

entitle the Vendor to be paid with the price up to the effective date of

termination by BNM. In the event BNM terminates this Agreement under

clause 8.1 or clause 8.2, BNM shall be entitled to recover from the

Vendor any loss or damage sustained or incurred by BNM as a

consequence of such termination.

8.8 Termination of this Agreement shall not affect the accrued rights or

corresponding obligations of the Parties under this Agreement in so far

as they are capable of subsisting.

9.0 FORCE MAJEURE

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9.1 The Parties hereto shall not be liable for failures or delays in performing

their obligations hereunder arising from any cause beyond their control,

including but not limited to, act of God, acts of civil or military authority,

fires, strikes, lockouts or labor disputes, epidemics, wars, riots,

earthquakes, storms, typhoons and floods and in the event of any such

delay, the time for either Party's performance shall be extended for a

period equal to the time lost by reason of the delay. Save where such

delay is caused by the act or omission of the other Party in which event

the rights, remedy and liabilities of the Parties shall be those conferred

and imposed by the terms of this Agreement and by law.

9.2 In the event of any delay foregoing occurs, the Vendor shall promptly

notify BNM in writing of the reasons for the delay and the likely duration

of the delay, whereby the performance of Vendor’s obligation shall be

suspended during the period that the conditions specified in the foregoing

sub-clause persist and the Vendor shall be granted an extension of time

for performance equal to the period of the delay. However, if the delay

continues beyond the duration of fifteen (15) consecutive days, either

Party may terminate this Agreement forthwith by written notice to the

other Party.

10.0 LIABILITY10.1 Unless otherwise specifically provided in this Agreement, the Vendor

shall be liable to BNM for consequential, direct, indirect, special, punitive

or incidental loss or damage, whether foreseeable or unforeseeable,

based on the quantum claimed by BNM, including, but not limited to,

claims for loss of data, goodwill, profits or for claims of damages and cost

including legal costs or claims in relation to proceedings, actions, suits

and demands arising from or for any willful misconduct, negligence,

fraudulent or dishonest act or omission of the Vendor, its employees,

agents or sub-contractors in performing their obligations under this

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Agreement or in connection to any breach of the terms of this Agreement

by the Vendor.

11.0 WHISTLE BLOWING11.1 The Vendor shall as soon as possible, in writing or orally, inform any of

the designated officers of BNM listed in clause 11.5, upon having

knowledge of any director, officer or employee of BNM, directly or

indirectly, asking for or receiving, any Gratification whether for his own

personal benefit or advantage or for the benefit or advantage of any other

person, in relation to this Agreement, whether before, during or after the

term of this Agreement.

11.2 The Vendor undertakes that neither it nor its Affiliate nor anyone acting on

its behalf shall, whether before, during or after the term of this

Agreement, directly or indirectly, give or offer, or agree to give or offer,

any Gratification as an inducement or reward to any director, officer or

employee of BNM or any other person, for doing or forbearing from doing

or for having done or forborne from doing any act, or for showing or

forbearing from showing favor or disfavor to any person, in relation to this

Agreement.

11.3 In the event BNM is satisfied that the Vendor, its Affiliate or anyone

acting on its behalf is in breach of clause 11.1 or 11.2, BNM may

terminate this Agreement (without prejudice to BNM’s other rights and

remedies under the law) by giving written notice to the Vendor. Upon

such termination, BNM shall be entitled to claim all losses, costs,

damages and expenses including any incidental costs and expenses

incurred by BNM arising from such termination. The Vendor shall not be

entitled to recover from BNM any loss or damages sustained or incurred

by the Vendor as a consequence of such termination.

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11.4 Notwithstanding any other provision in this Agreement but subject to any

written law, BNM shall keep confidential any information disclosed or

received under clause 11 including the identity of the person giving the

information and all the circumstances relating to the information.

11.5 For purposes of clause 11, the designated officers of BNM are as follows:

(a) Chairman, Board Audit Committee;

(b) Secretary to the Board of Directors;

(c) Director, Governor’s Office;

(d) Director, Strategic Communications Department;

(e) Director, Strategic Human Capital Department;

(f) Director, Internal Audit Department;

(g) Director, Legal Department; and

(h) President, Bank Negara Malaysia’s Staff Association.

11.6 ‘Affiliate’ means in relation to the Vendor, any person or entity controlled

directly or indirectly by the Vendor, or any person or entity that controls

directly or indirectly the Vendor in any way whatsoever.

11.7 ‘Gratification’ includes any gift, money, property or thing of value, or any

service, favor or other intangible benefit or consideration of any kind, or

any other similar advantage.”

12.0 TIME 12.1 Time shall be of the essence of this Agreement.

13.0 GOVERNING LAW13.1 This Agreement shall be governed by and construed in accordance with

the laws of Malaysia.

14.0 LEGAL FEES AND STAMP DUTY

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14.1 Each Party shall bear its own legal fees and the stamp duty incurred

herein shall be borne by the Vendor.

15.0. REPRESENTATIONS AND WARRANTY15.1 The Vendor hereby represents and warrants to BNM that:

(a) it is an entity validly existing under the laws of Malaysia;

(b) it has the legal power to enter into and perform its obligations under

this Agreement and to carry out the Services and to carry on its

business as contemplated by this Agreement;

(c) it has taken all necessary actions to authorise its signatory and

witness stated herein to execute this Agreement on its behalf to

bind it to enter into and perform this Agreement and to carry out the

Services contemplated by this Agreement;

(d) as at the date of this Agreement, neither the execution nor

performance by the Vendor of this Agreement nor any transactions

contemplated by this Agreement shall violate in any respect any

provision of:

(i) its Memorandum and Articles of Association; or

(ii) any other document or agreement which is binding upon it

or its assets.

(e) no litigation, arbitration, tax claim, dispute or administrative

proceeding is presently current or pending or, to its knowledge,

threatened, which is likely to have a material adverse effect upon it

or its ability to perform its financial or other obligations under this

Agreement;

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(f) this Agreement constitutes a legal, valid and binding obligation of

the Vendor and is enforceable in accordance with its terms and

conditions;

(g) it has necessary financial and technical capability to undertake the

Services/produce the Deliverables;

(h) it shall not use the Deliverables, in whole or in part, without the prior

written consent of BNM;

and the Vendor acknowledges that BNM has entered into this Agreement in

reliance of its representations and warranties as aforesaid.

16.0 SEVERABILITY 16.1 In the event that any of the terms, conditions or provisions contained in

this Agreement shall be deemed invalid, unlawful or unenforceable to any

extent, such term, condition or provision shall be severed from the

remaining terms, conditions and provisions which shall continue to be

valid to the fullest extent permitted by law.

17.0 ENTIRE AGREEMENT 17.1 Save as specifically provided herein, this Agreement shall supersede all

other prior proposals oral and written, all previous negotiations and all

other communications or understanding between the Parties and shall

constitute the entire agreement between the Parties.

17.2 This Agreement may be executed in counterparts by the respective

Parties, each of which when so executed shall be deemed an original

and all of which taken together shall constitute one and the same

agreement.

18.0 PERSONNEL

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18.1 The Vendor undertakes that the Personnel shall be available to perform

the Services under this Agreement to the satisfaction of BNM. During the

duration of this Agreement, the Personnel shall be exclusively under the

supervision, direction and control of the Vendor.

18.2 The Vendor shall not change any of the Personnel without cause and

without the prior written consent of BNM. Failure on the part of the

Vendor in complying with this requirement shall entitle BNM (without

prejudice to BNM’s other rights and remedies under the law) to claim for

any loss or damage sustained by BNM resulting from the failure on the

part of the Vendor to comply with the provision of the Personnel under

clause 18.1.

18.3 In the event there is a need by the Vendor to change the Personnel due

to reasonable grounds accepted by BNM in writing, the Vendor shall

provide alternative Personnel who are of equal or better skill and

knowledge and who are accepted in writing by BNM. The Vendor shall

provide BNM with thirty (30) working days written notice prior to the date

of change of such Personnel. In the event of failure on the part of the

Vendor to give sufficient notice to BNM or the alternative Personnel are

not acceptable to BNM, BNM has a right to terminate this Agreement and

the Vendor shall (without prejudice to BNM’s other rights and remedies

under the law) forthwith refund to BNM all sums previously paid to the

Vendor under this Agreement.

18.4 BNM may at any time make objections to any of the Personnel provided

in clause 18.1 and to any alternative Personnel provided in clause 18.3.

Upon receipt of a written objection from BNM, the Vendor shall within a

reasonable time acceptable to BNM replace the Personnel to whom

objection has been made.

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18.5 BNM shall, for the purposes of this Agreement, provide access to BNM’s

premises to the Personnel during normal working hours for the purposes

of carrying out of the Vendor’s obligations under this Agreement. BNM

reserves the right to refuse access to the Personnel who are in its

absolute opinion unfit to be at its premises. The Personnel shall strictly

comply with BNM’s security procedures and policies for access to the

premises and throughout the period the Personnel is at the premises.

18.6 For the purposes of this clause, the Personnel shall mean any individual

person employed under a contract of service in any capacity to perform

any part of the Services under this Agreement.

19.0 INSURANCE19.1 The Vendor shall, as a condition precedent prior to the commencement

of the Services under this Agreement, keep its Personnel insured against

all accidental risks in accordance with the Workmen's Compensation Act

1952 or the Employees’ Social Security Act 1969 and such other laws

which are applicable or may hereafter come into force, or any

amendment or re-enactment thereof.

19.2 Pursuant to clause 19.1, the Vendor shall submit to BNM within thirty

(30) days upon the execution of this Agreement, the social security

registration numbers of the Personnel, schedule of contribution to the

Social Security Organization under the Social Security (SOCSO)

Scheme, original insurance policies and receipts of insurance premium or

any other relevant documents, as the case maybe (hereinafter referred to

as “the Insurance Documents”).

19.3 In the event of any change to the Personnel, the Vendor shall

immediately inform BNM in writing of such change and submit to BNM

the Insurance Documents for the new Personnel.

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Bank Negara Malaysia

23 January 2014

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Appendix A-5 – Outline of Proposal

Section 1: Executive Summary This section shall include:

The background of the Vendor’s proposal, including the proposed methodology

and analysis of the SOD project in response to the RFP and how it complies with

the project objectives and specifications.

Relevant details about the Vendor.

Section 2: Proposal This section should clearly list down in detail the proposed conduct of the study

covering all aspects of the project specifications and scope as listed in the RFP

including the proposed appropriate methodology and approach, sampling techniques,

sample size, and distribution.

The proposal should also highlight potential limitations and weaknesses of the proposed

techniques and approach (if any) and suggestions to overcome the limitations. This

section should also include information pertaining to the Vendor’s internal quality

assurance process and framework.

Section 3: Expertise of StaffFor this section, please list down all the key personnel who will be working on the

project. Information required includes the following

o name;

o academic qualification;

o current job;

o work experience;

o project team role; and

o other supporting information.

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Section 4: Past Research/ Survey/ Study ExperienceIn this section, please indicate the number of years of experience in developing and

conducting research/ surveys/ studies. This section should also include a list of

completed/ on-going research/ surveys/ studies on relevant topics relating to financial

products and services in the past 5 years.

No. Client’s Name Client’s Contact Details (Name/ e-

mail/ tel. no.)

Research/ Survey/ Study’sScope/

Purpose

Contract Worth (RM)

Period of Research/

Survey/ Study

Section 5: Schedule/ Timeline for ImplementationThis section will contain a detailed schedule/ timeline for the implementation with

specific activities clearly listed.

Section 6: Additional InformationThis will cover any additional relevant information that has not been covered in the

sections mentioned above.

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Appendix A-6 – Detailed Costing

No. Items Specification Cost (RM)

Note:

Price quoted must include sales tax, surtax and other applicable government taxes

Name :

Designation :

Signature :

Date :

Vendor Stamp :

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Appendix A-7 – Vendor’s Profile Particulars Form

Vendor Profile (applicable to companies and private IHLs only)

Name of Vendor

A. Types of Specialised Business

Attach a copy of the latest Memorandum

and Articles of Association.

B. Year of Incorporation in Malaysia

Attach a copy of Form 9 of the

Companies Act 1965 (Certificate of

Incorporation)

C. Social Security Registration number Attach a copy of schedule of contribution

to the Social Security Organisation

D. Insurance Attach a

copy of insurance policies cover notes

and receipts of insurance premiums for

the Vendor’s employees

E. Shareholding Structure Malaysian Ownership : %

Bumiputera Status : %

Attach a copy of the following:

Form 24 of the Companies Act 1965

(Return of Allotment of Shares);

Form 49 of the Companies Act 1965

(Return Giving Particulars in Register

of Directors, Manager and

Secretaries and Change of

Particulars)

F. Details of Shareholder(s) Authorised capital (RM) :

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Paid-up Capital (RM) :

No. Name NationalityNo. of Shares

%Post Held in

Vendor

I.

II.

III.

IV.

V.

G. Financial Standing Net Profit 2010 Net Profit 2011 Net Profit 2012

RM RM RM Attach are copies of the audited

financial statements for year 2010,

2011 and 2012.

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