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INDIAN BARE ACTS

DEPARTMENT OF INFORMATION TECHNOLOGY & COMMUNICATION GOVERNMENT OF ANDHRA PRADESH HYDERABAD CONTRACT AGREEMENT

DEPARTMENT OF INFORMATION TECHNOLOGY &

Andhra Pradesh Legislative Assembly

Andhra Pradesh Legislative Assembly (Photo credit: Wikipedia)

COMMUNICATION
GOVERNMENT OF ANDHRA PRADESH
HYDERABAD
CONTRACT AGREEMENT
Master Service Agreement, Non-Disclosure Agreement and Service Level Agreement
for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 1 | P a g e
CONTRACT AGREEMENT
MASTER SERVICES AGREEMENT …………………………………………………………………………………………… 4
Definitions and Interpretation ……………………………………………………………………………………………………….. 5
Scope of the Project …………………………………………………………………………………………………………………….. 6
Termand Duration of the Agreement ……………………………………………………………………………………………… 7
Conditions Precedent & Effective Date ………………………………………………………………………………………….. 7
Obligations under the SLA …………………………………………………………………………………………………………… 8
Representations and Warranties …………………………………………………………………………………………………… 10
Obligations of the APTS/SDA or its Nominated Agencies ………………………………………………………………. 12
Obligations of the Implentation Partner ………………………………………………………………………………………… 13
Approvals and required consents …………………………………………………………………………………………………. 13
Use of assets by theSystem integrator …………………………………………………………………………………………… 13
Access to the SDA or its Nominated Agencies Locations ………………………………………………………………… 14
Management Phase ……………………………………………………………………………………………………………………. 15
Financial Matters ………………………………………………………………………………………………………………………. 16
Termination ………………………………………………………………………………………………………………………………. 18
Indemnification& Limitation of Liability ……………………………………………………………………………………… 20
Force Majeure …………………………………………………………………………………………………………………………… 22
Confidentiality ………………………………………………………………………………………………………………………….. 23
Audit, Access and Reporting ………………………………………………………………………………………………………. 24
Intellectual Property Rights ………………………………………………………………………………………………………… 24
Warranty ………………………………………………………………………………………………………………………………….. 25
Liquidated Damages ………………………………………………………………………………………………………………….. 26
Escrow Agreement …………………………………………………………………………………………………………………….. 26
Insurance Cover ………………………………………………………………………………………………………………………… 28
Miscellaneous …………………………………………………………………………………………………………………………… 28
Governing Law and Dispute Resolution ……………………………………………………………………………………….. 33
Schedules …………………………………………………………………………………………………………………………………. 35
SCHEDULE I – DEFINITIONS………………………………………………………………………………………………….. 35
SCHEDULE II – Change Control Schedule ………………………………………………………………………………….. 41
SCHEDULE III – EXIT MANAGEMENT SCHEDULE ………………………………………………………………… 43
SCHEDULEIV – AUDIT, ACCESS AND REPORTING ……………………………………………………………….. 48
SCHEDULE V – GOVERNANCESCHEDULE ……………………………………………………………………………. 51
SCHEDULE VI – TERMSOF PAYMENT SCHEDULE ………………………………………………………………… 54
Annexures ………………………………………………………………………………………………………………………………… 55
ANNEXURE A – FORMAT FOR CHANGE COTROL NOTICE ………………………………………………….. 55
ANNEXUREB – LISTOF SERVICES PROVIDED BY THE ‘System integrator’ …………………………….. 58
ANNEXURE C –REQUIRED DELIVERABLE AND ASSOCIATED TIMELINES ………………………… 59
ANNEXURE D–BIDRESPONSE ……………………………………………………………………………………………….. 61
ANNEXURE E- FINANCIAL BID RESPONSE: …………………………………………………………………………. 61
a. Details of Cost Components …………………………………………………………………………………………………….. 62
b. Summary of Man-month rates …………………………………………………………………………………………………. 63
ANNEXURE F – ROLESAND RESPONSIBILITIES OF THE PARTIES ………………………………………. 65
NON-DISCLOSURE AGREEMENT ………………………………………………………………………………………….. 67
Definitions and Interpretation ……………………………………………………………………………………………………… 68
Term ………………………………………………………………………………………………………………………………………… 69
Scope of the Agreement ……………………………………………………………………………………………………………… 69
Obligations of the Receiving Party ………………………………………………………………………………………………. 70
Exceptions to Confidential Information ………………………………………………………………………………………… 71
Ownership of the Confidential Information …………………………………………………………………………………… 71
Dispute Resolution …………………………………………………………………………………………………………………….. 72Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 2 | P a g e
Variation ………………………………………………………………………………………………………………………………….. 73
Waiver ……………………………………………………………………………………………………………………………………… 73
Exclusion of Implied Warranties …………………………………………………………………………………………………. 73
Entire Agreement ………………………………………………………………………………………………………………………. 73
Severability ………………………………………………………………………………………………………………………………. 74
No Partnership ………………………………………………………………………………………………………………………….. 74
Third Parties ……………………………………………………………………………………………………………………………… 74
Successors and Assigns ………………………………………………………………………………………………………………. 74
Notices …………………………………………………………………………………………………………………………………….. 74
Language ………………………………………………………………………………………………………………………………….. 75
Counterparts ……………………………………………………………………………………………………………………………… 75
Mitigation …………………………………………………………………………………………………………………………………. 75
Removal of Difficulties ………………………………………………………………………………………………………………. 75
SERVICE LEVEL AGREEMENT ………………………………………………………………………………………………. 77
Definitions and Interpretation ……………………………………………………………………………………………………… 77
Structure …………………………………………………………………………………………………………………………………… 79
Objectives of this SLA ……………………………………………………………………………………………………………….. 79
Scope of SLA ……………………………………………………………………………………………………………………………. 79
Agreement Owners ……………………………………………………………………………………………………………………. 80
Contact List ………………………………………………………………………………………………………………………………. 80
Principal Contacts ……………………………………………………………………………………………………………………… 80
Commencement and Duration of this Agreement …………………………………………………………………………… 81
Exclusions to the Agreement ………………………………………………………………………………………………………. 81
Terms of Payment and Penalties ………………………………………………………………………………………………….. 81
Updating of this Agreement ………………………………………………………………………………………………………… 81
Document History ……………………………………………………………………………………………………………………… 82
Scope of Services ………………………………………………………………………………………………………………………. 82
Performance Review ………………………………………………………………………………………………………………….. 82
Representations and Warranties of Buyer ……………………………………………………………………………………… 83
Representations and Warranties of the ‘System integrator’ ……………………………………………………………… 84
Indemnities ……………………………………………………………………………………………………………………………….. 85
Dispute Resolution …………………………………………………………………………………………………………………….. 85
Miscellaneous …………………………………………………………………………………………………………………………… 85
ANNEXURE A – Definitions ……………………………………………………………………………………………………… 90
ANNEXURE B – Service Levels ………………………………………………………………………………………………… 92
Service Level Requirements (SLR) ……………………………………………………………………………………………… 92
Deployment SLR ………………………………………………………………………………………………………………………. 94
Technical SLR ………………………………………………………………………………………………………………………….. 96
Operation and Maintenance (O&M) Support SLR …………………………………………………………………………. 97
SLR for Training and Change Management ………………………………………………………………………………… 106Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 3 | P a g e
Terms and Legends used in this document
Symbol / Terms Meaning
SDA/Nodal
Agency
The SDA which is responsible for executing the project and
assists the Government Department /ministry in carrying out
the tendering.
Department The Department is the ultimate “owner” of the project. The eGovernance is carried out within the domain of the
department.
SI/Bidder Supplier/Vendor of Software application development,
Software products Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 4 | P a g e
MASTER SERVICES AGREEMENT
THIS MASTER SERVICE AGREEMENT (“Agreement”) is made on this the <<’Day’>>day of
<<’Year’>>20… at<<’Location’>>, India.
BETWEEN
Andhra Pradesh Technology Services
——————————————————————————- having its office at ———————-
——————————————– India hereinafterreferred to as State Designated
Agency(hereinafter called the ‘SDA’s Acronym’which expression shall, unless the context
otherwise requires, include its permitted successors and assigns);
AND
<<’Implementing Agency full name’>>, a Company incorporated under the Companies Act, 1956,
having its registered office at<<’Regd Location’>> (hereinafter referred to as<<‘the System
integrator/SI’>>which expression shall, unless the context otherwise requires, include its
permitted successors and assigns).
Each of the parties mentioned above are collectively referred to as the ‘Parties’ and individually
as a ‘Party’.
WHEREAS:
1. APTS/State Designated Agency is desirous to implement the project of e-District for
Andhra Pradesh State, India.
2. In furtherance of the same, APTS/State Designated Agency undertook the selection of a
suitable System integrator through a competitive bidding process for implementing the
Project and in this behalf issued Request for Proposal (RFP) dated <<’Date’>>.
3. The successful bidder has been selected as the System integratoron the basis of the bid
response set out as Annexure D of this Agreement, to undertake the Project of the
development and implementation of the solution,its roll out and sustained operations.
NOW THEREFORE, in consideration of the mutual covenants, promises, assurances,
representations and provisions set forth herein, the Parties hereto agree as follows: Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 5 | P a g e
Definitions and Interpretation
1.1 Definitions
Terms and expressions used in this Agreement (including the Introduction) shall have the
meanings set out in Schedule I.
1.2 Interpretation
In this Agreement, unless otherwise specified
I. references to Clauses, Sub-Clauses, Paragraphs, Schedules and Annexures are to
clauses, sub-clauses, paragraphs, schedules and annexures to this Agreement;
II. use of any gender includes the other genders;
III. references to a ‘company’ shall be construed so as to include any company,
corporation or other body corporate, wherever and however incorporated or
established;
IV. references to a ‘person’ shall be construed so as to include any individual, firm,
company, government, state or agency of a state, local or municipal authority or
government body or any joint venture, association or partnership (whether or
not having separate legal personality);
V. a reference to any statute or statutory provision shall be construed as a reference
to the same as it may have been, or may from time to time be, amended,
modified or re-enacted;
VI. any reference to a ‘day’ (including within the phrase ‘business day’) shall mean a
period of 24 hours running from midnight to midnight;
VII. references to a ‘business day’ shall be construed as a reference to a day (other
than asunday) on which banks in the state of Andhra Pradeshare generally open
for business;
VIII. references to times are to Indian Standard Time;
IX. a reference to any other document referred to in this Agreement is a reference to
that other document as amended, varied, novated or supplemented at any time;
and
X. all headings and titles are inserted for convenience only. They are to be ignored
in the interpretation of this Agreement.
XI. “System integrator (SI)” or“System integrator (SI)” has been used for the same
entity i.e. bidder selected for the project.
1.3 Measurements and Arithmetic Conventions
All measurements and calculations shall be in the metric system and calculations done to 2
(two) decimal places, with the third digit of 5 (five) or above being rounded up and below 5
(five) being rounded down except in money calculations where such amounts shall be rounded
off to the nearest INR. Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 6 | P a g e
1.4 Ambiguities within Agreement
In case of ambiguities or discrepancies within this Agreement, the following principles shall
apply:
I. as between two Clauses of this Agreement, the provisions of a specific Clause
relevant to the issue under consideration shall prevail over those in ageneral
Clause;
II. as between the provisions of this Agreement and the Schedules/Annexures, the
Agreement shall prevail, save and except as expressly provided otherwise in the
Agreement or the Schedules/Annexures; and
III. as between any value written in numerals and that in words, the value in words
shall prevail.
1.5 Priority of documents
This Agreement, including its Schedules and Annexures, represents the entire agreement
between the Parties as noted in this Clause. If in the event of a dispute as to the interpretation or
meaning of this Agreement it should be necessary for the Parties to refer to documents forming
part of the bidding process leading to this Agreement, then such documents shall be relied
upon and interpreted in the following descending order of priority:
I. This Agreement along with the SLA agreement, NDA agreement, Schedules and
Annexures;
II. Request for Proposal and Addendum / Corrigendum to the Request for Proposal
(if any).
For the avoidance of doubt, it is expressly clarified that in the event of a conflict between this
Agreement, Annexures/Schedules or the contents of the RFP, the terms of this Agreement shall
prevail over the Annexures/Schedules and Annexures/Schedules shall prevail over the
contents and specifications of the RFP.
Scope of the Project
Detailed scope of work for the selected bidder is as per the RFP Scope (Section 5).
The roles and responsibilities of the Parties under this Agreement have been set out in detail as
Annexure Fof this Agreement.
For the avoidance of doubt, it is expressly clarified that this Agreement shall govern the
provision of the contracted professional services under the SLA to the APTS/‘State Designated
Agency’ and its nominated agencies. It is anticipated that new or renewal agreements may be
undertaken by creating a separate SLA, with schedules and annexures as required, under this
Agreement for each additional engagement. Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 7 | P a g e
Termand Duration of the Agreement
3.1 This Agreement shall come into effect on <<’Date’>> 20— (hereinafter the ‘Effective
Date’) and shall continue till operation and maintenance completion date which shall be the
date of the completion of the operation and maintenance to the APTS/‘State Designated
Agency’ or its nominated agencies.
Conditions Precedent & Effective Date
4.1 Provisions to take effect upon fulfillment of Conditions Precedent
Subject to express terms to the contrary, the rights and obligations under this Agreement shall
take effect only upon fulfillmentof all the Conditions Precedent set out below.
However,APTS/‘State Designated Agency’ or its nominated agencies may at any time at its sole
discretion waive fully or partially any of the Conditions Precedent for the APTS/‘System
integrator’.
4.2 a. Conditions Precedent of the ‘System integrator’
The SI-System integrator shall be required to fulfill the Conditions Precedent in which is as
follows:
I. to provide a Performance Security/Guarantee and other guarantees/ payments
as and when required to the APTS/‘State Designated Agency’or its nominated
agencies; and
II. to providethe APTS/‘‘State Designated Agency’or its nominated agenciescertified
true copies of its constitutional documents and board resolutions authorizing the
execution, delivery and performance of this Agreement by the ‘System integrator’.
4.2 b. Conditions Precedent of the APTS/‘State Designated Agency’
The APTS/‘State Designated Agency’ shall be required to fulfill the Conditions Precedent in
which is as follows:
I. handing over of site
II. Necessary clearances
III. Approval of the Project by a Competent Authority, etc.
For the avoidance of doubt, it is expressly clarified that the obligations of the Parties except the
financial obligations of APTS/‘State Designated Agency’ or its nominated agencies under this
Agreement shall commence from the fulfillment of the Conditions Precedent as set forth above.
4.3 Extension of time for fulfillment of Conditions Precedent
The Parties may, by mutual agreement extend the time for fulfilling the Conditions Precedent
and the Term of this Agreement. Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 8 | P a g e
For the avoidance of doubt, it is expressly clarified that any such extension of time shall be
subject to imposition of penalties on the ‘System integrator’ linked to the delay in fulfilling the
Conditions Precedent.
4.4 Non-fulfillment of the‘System integrator’s Conditions Precedent
I. In the event that any of the Conditions Precedent of the ‘System integrator’ have
not been fulfilled within 15 days of signing of this Agreement and the same have
not been waived fully or partially by APTS/‘State Designated Agency’ or its
nominated agencies, this Agreement shall cease to exist;
II. In the event that the Agreement fails to come into effect on account of non
fulfillment of the APTS/‘System integrator’s Conditions Precedent, the
APTS/‘State Designated Agency’ or its nominated agencies shall not be liable in
any manner whatsoever to the ‘System integrator’and the APTS/‘State
Designated Agency’ shall forthwith forfeit the Performance Guarantee.
III. In the event that possession of any of the APTS/‘State Designated Agency’ or its
nominated agencies facilities has been delivered to the ‘System integrator’ prior
to the fulfillment of the Conditions Precedent, upon the termination of this
Agreement such shall immediately revert to APTS/‘State Designated Agency’or
its nominated agencies, free and clear from any encumbrances or claims.
Obligations under the SLA
5.1 The SLA shall be a separate contract in respect of this Agreement and shall be entered
into concurrently with this Agreement between APTS/‘State Designated Agency’ and
‘System integrator’;
5.2 In relation toany future SLA entered into between the Parties; each of the Parties shall
observe and perform the obligations set out herein.
5.3 Change of Control
I. In the event of a change of control of the ‘System integrator’duringthe Term, the
‘System integrator’ shall promptly notify APTS/‘State Designated
Agency’and/or its nominated agencies of the same in the format set out as
Annexure A of this Agreement.
II. In the event that the net worth of the surviving entity is less than that of ‘System
integrator’ prior to the change of control, the APTS/‘State Designated Agency’or
its nominated agencies may within 30 days of becoming aware of such change in
control, require a replacement of existing Performance Guarantee furnished by
the ‘System integrator’ from a guarantor acceptable to the APTS/‘State
Designated Agency’ or its nominated agencies (which shall not be ‘System
integrator’ or any of its associated entities).
III. If such a guarantee is not furnished within 30 days of the APTS/‘State
Designated Agency’ or its nominated agencies requiring the replacement, the Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 9 | P a g e
APTS/‘State Designated Agency’ may exercise its right to terminate the SLA
and/ or this Agreement within a further 30 days by written notice, to become
effective as specified in such notice.
IV. Pursuant to termination, the effects of termination as set out in Clause 14.2 of this
Agreement shall follow.
For the avoidance of doubt, it is expressly clarified that the internal reorganization of the
‘System integrator’ shall not be deemed an event of a change of control for purposes of this
Clause unless the surviving entity is of less net worth than the predecessor entity.
5.4 Finaltesting and certification
The Project shall be governed by the mechanism of final acceptance testing and certification to
be put into place by the APTS/‘State Designated Agency’ and System integrator as under:
I. Final testing and certification criteria will lay down a set of guidelines following
internationally accepted norms and standards for testing and certification for all
aspects of project development and implementation of software including the
processes relating to the design of solution architecture, design of systems and
sub- systems, coding, testing, business process description, documentation, version
control, change management, security, service oriented architecture, performance in
relation to compliance with SLA metrics, interoperability, scalability, availability and
compliance with all the technical and functional requirements of the RFP and this
Agreement;
II. Final testing and certification criteria will be finalized from the development stage to
ensure that the guidelines are being followed and to avoid large scale modifications
pursuant to testing done after the application is fully developed;
III. Final testing and certification criteria will consider conducting specific tests on the
software as well as on security and all other aspects;
IV. Final testing and certification criteria will establish appropriate processes for
notifying the System integrator of any deviations from the norms, standards or
guidelines at the earliest instance after taking cognizance of the same to enable the
System integrator to take corrective action; etc.
5.5 The Parties shall each ensure that the range of the Services under the SLA shall not be
varied, reduced or increased except with the prior written agreement between
theAPTS/‘State Designated Agency’ and System integrator in accordance with the Change
Control Schedule set out in Schedule II of this Agreement. Save for the express terms of
the Terms of Payment Schedule set out as Schedule VI of this Agreement, APTS/‘State
Designated Agency’ or its nominated agencies and its users may purchase any particular
category of Services that may become necessary as per the Change Control Schedule set
out in Schedule II of this Agreement, without the need to go for a separate procurement
process. Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 10 | P a g e
Representations and Warranties
6.1 Representations and warranties of the System integrator
The System integratorrepresents and warrants to the APTS/‘State Designated Agency’or its
nominated agencies that:
I. it is duly organized and validly existing under the laws of India, and has full
power and authority to execute and perform its obligations under this
Agreement and other agreements and to carry out the transactions contemplated
hereby;
II. it is a competent provider of a variety of information technology and business
process management services;
III. it has taken all necessary corporate and other actions under laws applicable to its
business to authorize the execution and delivery of this Agreement and to
validly exercise its rights and perform its obligations under this Agreement;
IV. from the Effective Date, it will have the financial standing and capacity to
undertake the Project in accordance with the terms of this Agreement;
V. in providing the Services, it shall use reasonable endeavours not to cause any
unnecessary disruption to APTS/State Designated Agency’s normal business
operations
VI. this Agreement has been duly executed by it and constitutes a legal, valid and
binding obligation, enforceable against it in accordance with the terms hereof,
and its obligations under this Agreement shall be legally valid, binding and
enforceable against it in accordance with the terms hereof;
VII. the information furnished in the tender documents and as updated on or before
the date of this Agreement is to the best of its knowledge and belieftrue and
accurate in all material respects as at the date of this Agreement;
VIII. the execution, delivery and performance of this Agreement shall not conflict
with, result in the breach of, constitute a default by any of the terms of its
Memorandum and Articles of Association or any Applicable Laws or any
covenant, contract, agreement, arrangement, understanding, decree or order to
which it is a party or by which it or any of its properties or assets is bound or
affected;
IX. there are no material actions, suits, proceedings, or investigations pending or, to
its knowledge, threatened against it at law or in equity before any court or before
any other judicial, quasi-judicial or other authority, the outcome of which may
result in the breach of this Agreement or which individually or in the aggregate
may result in any material impairment of its ability to perform any of its material
obligations under this Agreement;
X. it has no knowledge of any violation or default with respect to any order, writ, Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 11 | P a g e
injunction or decree of any court or any legally binding order of any Government
Instrumentality which may result in any Adverse Effect on its ability to perform
its obligations under this Agreement and no fact or circumstance exists which
may give rise to such proceedings that would adversely affect the performance of
its obligations under this Agreement;
XI. it has complied with Applicable Laws in all material respects and has not been
subject to any fines, penalties, injunctive relief or any other civil or criminal
liabilities which in the aggregate have or may have an Adverse Effect on its
ability to perform its obligations under this Agreement;
XII. no representation or warranty by it contained herein or in any other document
furnished by it to APTS/‘State Designated Agency’or its nominated agenciesin
relation to the Required Consents contains or shall contain any untrue or
misleading statement of material fact or omits or shall omit to state a material
fact necessary to make such representation or warranty not misleading; and
XIII. no sums, in cash or kind, have been paid or shall be paid, by it or on its behalf, to
any person by way of fees, commission or otherwise for entering into this
Agreement or for influencing or attempting to influence any officer or employee
of APTS/‘State Designated Agency’or its nominated agenciesin connection
therewith.
6.2 Representations and warranties of the APTS/‘State Designated Agency’or its nominated
agencies
APTS/‘State Designated Agency’or its nominated agenciesrepresent and warrant to the ‘System
integrator’ that:
I. it has full power and authority to execute, deliver and perform its obligations
under this Agreement and to carry out the transactions contemplated herein and
that it has taken all actions necessary to execute this Agreement, exercise its
rights and perform its obligations, under this Agreementand carry out the
transactions contemplated hereby;
II. it has taken all necessary actions under Applicable Laws to authorize the
execution, delivery and performance of this Agreement and to validly exercise its
rights and perform its obligations under this Agreement;
III. it has the financial standing and capacity to perform its obligations under the
Agreement;
IV. it is subject to the laws of India, and hereby expressly and irrevocably waives any
immunity in any jurisdiction in respect of this Agreement or matters arising
thereunder including any obligation, liability or responsibility hereunder;
V. this Agreement has been duly executed by it and constitutes a legal, valid and
binding obligation enforceable against it in accordance with the terms hereof and Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 12 | P a g e
its obligations under this Agreement shall be legally valid, binding and
enforceable against it in accordance with the terms thereof;
VI. the execution, delivery and performance of this Agreement shall not conflict
with, result in the breach of, constitute a default under, or accelerate performance
required by any of the Applicable Laws or any covenant, contract, agreement,
arrangement, understanding, decree or order to which it is a party or by which it
or any of its properties or assets is bound or affected;
VII. there are no actions, suits or proceedings pending or, to its knowledge,
threatened against it at law or in equity before any court or before any other
judicial, quasi-judicial or other authority, the outcome of which may result in the
default or breach of this Agreement or which individually or in the aggregate
may result in any material impairment of its ability to perform its material
(including any payment) obligations under this Agreement;
VIII. it has no knowledge of any violation or default with respect to any order, writ,
injunction or any decree of any court or any legally binding order of any
Government Instrumentality which may result in any Adverse Effect on the
APTS/‘State Designated Agency’or its nominated agenciesability to perform its
obligations under this Agreement and no fact or circumstance exists which may
give rise to such proceedings that would adversely affect the performance of its
obligations under this Agreement;
IX. it has complied with Applicable Laws in all material respects;
X. all information provided by it in the RFP in connection with the Project is, to the
best of its knowledge and belief, true and accurate in all material respects;and
XI. upon the ‘System integrator’performing the covenants herein, it shall not at any
time during the term hereof, interfere with peaceful exercise of the rights and
discharge of the obligations by the ‘System integrator’, in accordance with this
Agreement.
Obligations of the APTS/SDA or its Nominated Agencies
Without prejudice to any other undertakings or obligations of the APTS/‘State Designated
Agency’or its nominated agencies under this Agreement,the APTS/‘State Designated Agency’or
its nominated agenciesshall perform the following:
I. To provide any support through personnel to test the system during the Term;
II. To provide any support through personnel and/or test data during
development, rollout, steady state operation, as well as, for any
changes/enhancements in the system whenever required due to scope change
that may arise due to business, delivery or statutory/regulatory reasons;
III. To authorize the ‘System integrator’ to interact for implementation of the Project
with external entities such as the state treasury, authorized banks, trademark Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 13 | P a g e
database etc.
Obligations of the Implentation Partner
8.1 It shall provide to the APTS/‘State Designated Agency’or its nominated agencies,the
Deliverables as set out in Annexure C of this Agreement.
8.2 It shall perform the Services as set out in Section 2 of this Agreement and in a good and
workmanlike manner commensurate with industry and technical standards which are
generally in effect for international projects and innovations pursuant thereon similar to
those contemplated by this Agreement, and so as to comply with the applicable Service
Levels set out with this Agreement.
8.3 It shall ensure that the Services are being provided as per the Project Timelines set out as
Annexure C to this Agreement.
Approvals and required consents
9.1 The Parties shall cooperate to procure, maintain and observe all relevant and regulatory
and governmental licenses, clearances and applicable approvals (hereinafter the
“Required Consents”) necessary for the System integrator to provide the Services.
9.2 The APTS/State Designated Agencyor its nominated agencies shall use reasonable
endeavours to assist System integratorto obtain the Required Consents. In the event that
any Required Consent is not obtained, the System integrator and the APTS/State
Designated Agencyor its nominated agencies will co-operate with each other in achieving
a reasonable alternative arrangement as soon as reasonably practicable for the
APTS/State Designated Agencyor its nominated agencies to continue to process its work
with as minimal interruption to its business operations as is commercially reasonable
until such Required Consent is obtained, provided that the System integrator shall not be
relieved of its obligations to provide the Services and to achieve the Service Levels until
the Required Consents are obtained if and to the extent that the System integrator’s
obligations are not dependent upon such Required Consents.
Use of assets by theSystem integrator
10.1 During the Term the System integrator shall:
I. take all reasonable and proper care of the entire hardware and software, network
or any other information technology infrastructure components used for the
Project and other facilities leased / owned / operated by the System integrator
exclusively in terms of ensuring their usability for the delivery of the Services as
per this Agreement (hereinafter the “Assets”) in proportion to their use and
control of such Assets; and
II. keep all the tangible Assets in as good and serviceable condition (reasonable
wear and tear excepted) as at the date the System integrator takes control of
and/or first uses the Assets and during the entire Term of the Agreement. Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 14 | P a g e
III. ensure that any instructions or manuals supplied by the manufacturer of the
Assets for use of the Assets and which are provided to the System integrator will
be followed by the System integrator and any person who will be responsible for
the use of the Assets;
IV. take such steps as may be properly recommended by the manufacturer of the
Assets and notified to the System integrator or as may, in the reasonable opinion
of the System integrator, be necessary to use the Assets in a safe manner;
V. ensure that the Assets that are under the control of the System integrator, are kept
suitably housed and in conformity with Applicable Law;
VI. procure permission from the APTS/State Designated Agencyor its nominated
agencies and any persons duly authorized by them to enter any land or premises
on which the Assets are for the time being sited so as to inspect the same, subject
to any reasonable third party requirements;
VII. not, knowingly or negligently use or permit any of the Assets to be used in
contravention of any statutory provisions or regulation or in any way contrary to
Applicable Law.
Access to the SDA or its Nominated Agencies Locations
11.1 For so long as the System integratorprovides services to the APTS/State Designated
Agencyor its nominated agencies location, as the case may be, on a non-permanent basis
and to the extent necessary, the APTS/State Designated Agency as the case may beor its
nominated agenciesshall, subject to compliance by the System integrator with any safety
and security guidelines which may be provided by the APTS/State Designated Agency as
the case may be or its nominated agencies and notified to the System integrator in
writing, provide the System integrator with:
I. reasonable access, in the same manner granted to the APTS/State Designated
Agencyor its nominated agencies employees, to the APTS/State Designated Agency
as the case may be location twenty-four hours a day, seven days a week;
II. reasonable work space, access to office equipment as mutually agreed and other
related support services in such location and at such other the APTS/State
Designated Agency as the case may be location, if any, as may be reasonably
necessary for the System integrator to perform its obligations hereunder and
under the SLA.
11.2 Access to locations, office equipments and servicesshall be made available to the System
integrator on an “as is, where is” basis by the APTS/State Designated Agency as the case
may be or its nominated agencies. The System integrator agrees to ensure that its
employees, agents and contractors shall not use the location, services and equipmentof
the project for the following purposes:
I. for the transmission of any material which is defamatory, offensive or abusive or Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 15 | P a g e
of an obscene or menacing character; or
II. in a manner which constitutes a violation or infringement of the rights of any
person, firm or company (including but not limited to rights of copyright or
confidentiality).
Management Phase
12.1 Governance
The review and management process of this Agreement shall be carried out in
accordance with the Governance Schedule set out in Schedule V of this Agreement and
shall cover all the management aspects of the Project.
12.2 Use of Services
I. The APTS/State Designated Agency as the case may beor its nominated agencies,
will undertake and use the Services in accordance with any instructions or
procedures as per the acceptance criteria as set out in the SLA or this Agreement
or any agreement that may be entered into between the Parties from time to time;
II. The APTS/State Designated Agency as the case may be or its nominated agencies
shall be responsible for the operation and use of the Deliverables resulting from
the Services.
12.3 Changes
Unless expressly dealt with elsewhere in this Agreement, any changes under or to this
Agreement or under or to the SLA shall be dealt with in accordance with the Change
Control Schedule set out in Schedule II of this Agreement.
12.4 Security and Safety
I. The System integrator shall comply with the technical requirements of the relevant
security, safety and other requirements specified in the Information Technology
Act 2000,GoI or Telegraph Act includingthe regulations issued by dept. of
telecom (wherever applicable), and follow the industry standards related to
safety and security (including those as stated in the RFP), insofar as it applies to
the provision of the Services.
II. Each Party to the SLA/Agreement shall also comply with APTS/State Designated
Agency or the Government of India, and Government of Andhra Pradesh security
standards and policies in force from time to time at each location of which
APTS/State Designated Agency or its nominated agencies make the System
integrator aware in writing insofar as the same apply to the provision of the
Services.
III. The Parties to the SLA/Agreement shall use reasonable endeavours to report
forthwith in writing to each other all identified attempts (whether successful or Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 16 | P a g e
not) by unauthorized persons (including unauthorized persons who are
employees of any Party) either to gain access to or interfere with the APTS/State
Designated Agency as the case may be or any of their nominees data, facilities or
Confidential Information.
IV. The System integrator shall upon reasonable request by the State Designated
Agency as the case may be or their nominee(s) participate in regular meetings
when safety and information technology security matters are reviewed.
V. As per the provisions of the SLA or this Agreement, the System integrator shall
promptly report in writing to the APT/State Designated Agencyor its nominated
agencies, any act or omission which they are aware that could have an adverse
effect on the proper conduct of safety and information technology security at the
facilities of APTS/State Designated Agency as the case may be.
12.5 Cooperation
Except as otherwise provided elsewhere in this Agreement or the SLA, each Party
(“Providing Party”) to this Agreement or to the SLA undertakes promptly to provide
the other Party (“Receiving Party”) with all such information and co-operation which
the Receiving Party reasonably requests, provided that such information and cooperation:
I. does not require material expenditure by the Providing Party to provide the
same;
II. is reasonably required by the Receiving Party in order for it to comply with its
obligations under this Agreement or the SLA;
III. cannot be construed to be Confidential Information; and
IV. is capable of being provided by the Providing Party.
Further, each Party agrees to co-operate with the contractors and subcontractors of the
other Party as reasonably requested in order to accomplish the purposes of this
Agreement.
Financial Matters
13.1 Terms of Payment
I. In consideration of the Services and subject to the provisions of this Agreement
and of the SLA, the APTS/State Designated Agency shall pay the System
integrator for the Services rendered in pursuance of this agreement, in
accordance with the Terms of Payment Schedule set out as Schedule VI of this
Agreement.
II. All payments are subject to the application of penalities if anyas a result of the
failure of the System integrator to meet the Service Level as defined in SLA
section. However, the successful bidder has to ensure that such settlement Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 17 | P a g e
happens within a stipulated timeframe
III. Save and except as otherwise provided for herein or as agreed between the
Parties in writing, the APTS/State Designated Agency shall not be required to
make any payments in respect of the Services (or, without limitation to the
foregoing, in respect of the System integrator performance of any obligations
under this Agreement or the SLA) other than those covered in Schedule VI of this
Agreement. For the avoidance of doubt, it is expressly clarified that the payments
shall be deemed to include all ancillary and incidental costs and charges arising
in the course of delivery of the Services including consultancy charges,
infrastructure costs, project costs, implementation and management charges and
all other related costs including taxes which are addressed in this Clause.
13.2 Invoicing and Settlement
I. Subject to the specific terms of the SLA, the System integratorshall submit its
invoices in accordance with the following principles:
A. The APTS/State Designated Agencyshall be invoiced by the System
integrator for the Services. Generally and unless otherwise agreed in
writing between the Parties or expressly set out in the SLA, the System
integrator shall raise an invoice as per Schedule VI of this Agreement; and
B. Any invoice presented in accordance with this Article shall be in a form
agreed with the APTS/State Designated Agency.
II. The System integrator alone shall invoice all payments after receiving due
approval from the competent authority. Such invoices shall be accurate and all
adjustments to or changes in the terms of payment as stated in Schedule VI of
this Agreement. The System integrator shall waive any charge for a Service that
is not invoiced within six months after the end of the month in which the change
relating to such Service is(i) authorized or (ii) incurred, whichever is later.
III. Payment shall be made within 30 working days of the receipt of invoice along
with supporting documents by the APTS/State Designated Agency subject to
penalties. The penalties are imposed on the vendor as per the SLA criteria
specified in the SLA.
IV. The APTS/State Designated Agencyshall be entitled to delay or withhold
payment of any invoice or part of it delivered by the System integrator under
Schedule VIof this Agreement where the APTS/State Designated Agency
disputes/witholds such invoice or part of it provided that such dispute is bona
fide. The withheld amount shall be limited to that which is in dispute. The
disputed/witheld amount shall be settled in accordance with the escalation
procedure as set out in Schedule V of this Agreement. Any exercise by the
APTS/State Designated Agencyunder this Clause shall not entitle the System Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 18 | P a g e
integrator’ to delay or withhold provision of the Services.
V. The APTS/‘State Designated Agency shall be entitled to delay or withhold part
of the payment of any invoice which is under a dispute. The withheld amount
shall be limited to that which is the disputed amount. The disputed amount shall
be referred to the escalation procedure as set out in Schedule V of this
Agreement. Any exercise by the APTS/State Designated Agency under this
Clause shall not entitle the System integrator to delay or withhold provision of
the Services.
VI. The System integrator shall be solely responsible to make payment its subcontractors.
13.3 Tax
I. The APTS/State Designated Agency or its nominated agencies shall be
responsible for withholding taxes from the amounts due and payable to the
System integrator wherever applicable.The System integrator shall pay for all
other taxes in connection with this Agreement, SLA, scope of work and any other
engagement required to be undertaken as a part of this Agreement, including,
but not limited to, property, sales, use, excise, value-added, goods and services,
consumption and other similar taxes or duties.
II. The APTS/State Designated Agency or its nominated agencies shall provide
System integrator with the original tax receipt of any withholding taxes paid by
APTS/State Designated Agency or its nominated agencies on payments under
this Agreement. The APTS/System integrator agrees to reimburse and hold the
APTS/State Designated Agencyor its nominated agencies harmless from any
deficiency including penalties and interest relating to taxes that are its
responsibility under this paragraph. For purposes of this Agreement, taxes shall
include taxes incurred on transactions between and among the APTS/State
Designated Agency or its nominated agencies, the System integrator and third
party subcontractors.
Termination
14.1 Material Breach
I. In the event that either Party believes that the other Party is in Material Breach of
its obligations under this Agreement, such aggrieved Party may terminate this
Agreement upon giving a one month’s notice for curing the Material Breach to
the other Party. In case the Material Breach continues, after the notice period, the
APTS/State Designated Agency or System integrator, as the case may be will have
the option to terminate the Agreement. Any notice served pursuant to this Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 19 | P a g e
Clause shall give reasonable details of the Material Breach, which could include
the following events and the termination will become effective:
A. If theSystem integrator is not able to deliver the services as per the SLAs
defined in RFP which translates into Material Breach, then the APTS/State
Designated Agencymay serve a 30 days written notice for curing this Material
Breach. In case the Material Breach continues, after the expiry of such notice
period, the APTS/State Designated Agency will have the option to terminate
this Agreement. Further, the APTS/State Designated Agency may after
affording a reasonable opportunity to the System integrator to explain the
circumstances leading to such a breach.
B. If there is a Material Breach by the APTS/State Designated Agencyor its
nominated agencies which results in not providing support for effecting data
migration or not providing the certification of User Acceptance, and / or
failing to make payment of undisputed amount within 30 from date of
submission of invoice, then the System integrator will give a one month’s
notice for curing the Material Breach to the APTS/State Designated Agency.
After the expiry of such notice period, the System integrator will have the
option to terminate the Agreement
II. The APTS/State Designated Agency may by giving a one month’s written notice,
terminate this Agreement if a change of control of the System integrator has
taken place. For the purposes of this Clause, in the case of System integrator,
change of control shall mean the events stated in Clause 5.3, and such notice shall
become effective at the end of the notice period as set out in Clause 5.3 (c).
III. In the event that System integrator undergoes such a change of control,
APTS/State Designated Agency may, as an alternative to termination, require a
full Performance Guarantee for the obligations of System integrator by a
guarantor acceptable to APTS/State Designated Agency or its nominated
agencies. If such a guarantee is not furnished within 30 days of APTS/State
Designated Agency’s demand, the APTS/State Designated Agency may exercise
its right to terminate this Agreement in accordance with this Clause by giving 15
days further written notice to the System integrator.
14.2 Effects of termination
I. In the event that APTS/State Designated Agency terminates this Agreement
pursuant to failure on the part of the System integrator to comply with the
conditions as contained in this Clause and depending on the event of default,
Performance Guarantee furnished by System integrator may be forfeited.
II. Upon termination of this Agreement, the Parties will comply with the Exit
Management Schedule set out as Schedule III of this Agreement. Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 20 | P a g e
III. In the event that APTS/State Designated Agency or the System integrator
terminates this Agreement, the compensation will be decided in accordance with
the Terms of Payment Schedule set out as Schedule VI of this Agreement.
IV. APTS/State Designated Agency agrees to pay System integrator for i) all charges for
Services System integrator provides and any Deliverables and/or system (or part
thereof) System integrator delivers through termination, and ii) reimbursable
expenses System integrator incurs through termination. If APTS/State Designated
Agency terminates without cause, APTS/State Designated Agency also agrees to
pay any applicable adjustment expenses System integrator incurs as a result of
such termination (which System integrator will take reasonable steps to mitigate).
14.3 Termination of this Agreement due to bankruptcy of System integrator
TheAPTS/State Designated Agency may serve written notice on System integrator at any
time to terminate this Agreement with immediate effect in the event that theSystem
integrator reporting an apprehension of bankruptcy to the APTS/State Designated Agency
or its nominated agencies
Indemnification& Limitation of Liability
15.1 Subject to Clause 15.2 below, System integrator’(the “Indemnifying Party”) undertakes
to indemnify APTS/State Designated Agency (the “Indemnified Party”) from and against all
Losses on account of bodily injury, death or damage to tangible personal property arising in
favour of any person, corporation or other entity (including the Indemnified Party) attributable
to the Indemnifying Party’s negligence or willful default in performance or non-performance
under this Agreement.If the Indemnified Party promptly notifies Indemnifying Party in writing
of a third party claim against Indemnified Party that any Service provided by the Indemnifying
Party infringes a copyright, trade secret or patents incorporated in India of any third party,
Indemnifying Party will defend such claim at its expense and will pay any costs or damages
that may be finally awarded against Indemnified Party. Indemnifying Party will not indemnify
the Indemnified Party, however, if the claim of infringement is caused by (a) Indemnified
Party’s misuse or modification of the Service; (b) Indemnified Party’s failure to use corrections
or enhancements made available by the Indemnifying Party; (c) Indemnified Party’s use of the
Service in combination with any product or information not owned or developed by
Indemnifying Party; (d) Indemnified Party’s distribution, marketing or use for the benefit of
third parties of the Service; or (e) information, direction, specification or materials provided by
Indemnified Party or any third party contracted to it. If any Service is or likely to be held to be
infringing, Indemnifying Party shall at its expense and option either (i) procure the right for
Indemnified Party to continue using it, (ii) replace it with a noninfringing equivalent,
(iii) modify it to make it noninfringing. The foregoing remedies constitute Indemnified Party’s
sole and exclusive remedies and Indemnifying Party’s entire liability with respect to
infringement. Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 21 | P a g e
15.2 The indemnities set out in Clause 15.1 shall be subject to the following conditions:
I. the Indemnified Party as promptly as practicable informs the
Indemnifying Party in writing of the claim or proceedings and provides
all relevant evidence, documentary or otherwise;
II. the Indemnified Party shall, at the cost of the Indemnifying Party, give
the Indemnifying Party all reasonable assistance in the Defense of such
claim including reasonable access to all relevant information,
documentation and personnel provided that the Indemnified Party may,
at its sole cost and expense, reasonably participate, through its attorneys
or otherwise, in such Defense;
III. if the Indemnifying Party does not assume full control over the Defense
of a claim as provided in this Article, the Indemnifying Party may
participate in such Defense at its sole cost and expense, and the
Indemnified Party will have the right to defend the claim in such manner
as it may deem appropriate, and the cost and expense of the Indemnified
Party will be included in Losses;
IV. the Indemnified Party shall not prejudice, pay or accept any proceedings
or claim, or compromise any proceedings or claim, without the written
consent of the Indemnifying Party;
V. all settlements of claims subject to indemnification under this Clause will:
A. be entered into only with the consent of the Indemnified Party,
which consent will not be unreasonably withheld and include
an unconditional release to the Indemnified Party from the
claimant or plaintiff for all liability in respect of such claim;
and
B. include any appropriate confidentiality agreement prohibiting
disclosure of the terms of such settlement;
VI. the Indemnified Party shall account to the Indemnifying Party for all
awards, settlements, damages and costs (if any) finally awarded in favour
of the Indemnified Party which are to be paid to it in connection with any
such claim or proceedings;
VII. the Indemnified Party shall take steps that the Indemnifying Party may
reasonably require to mitigate or reduce its loss as a result of such a claim
or proceedings;
VIII. in the event that the Indemnifying Party is obligated to indemnify an
Indemnified Party pursuant to this Article, the Indemnifying Party will,
upon payment of such indemnity in full, be subrogated to all rights and
defenses of the Indemnified Party with respect to the claims to which
such indemnification relates; and Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 22 | P a g e
IX. if a Party makes a claim under the indemnity set out under Clause 15.1
above in respect of any particular Loss or Losses, then that Party shall not
be entitled to make any further claim in respect of that Loss or Losses
(including any claim for damages).
15.3 The liability of System integrator(whether in contract, tort, negligence, strict liability in
tort, by statute or otherwise) for any claim in any manner related to this Agreement, including
the work, deliverables or Services covered by this Agreement, shall be the payment of direct
damages only which shall in no event in the aggregate exceed the amount specified in the
contract.The liability cap given under this Clause 15.3 shall not be applicable to the
indemnification obligations set out in Clause 15.1 and breach of Clause 12.4 and 17.
15.4 In no event shall either party be liable for any consequential, incidental, indirect, special
or punitive damage, loss or expenses (including but not limited to business interruption, lost
business, lost profits, or lost savings) nor for any third party claims (other than those set-forth in
Clause 15.1) even if it has been advised of their possible existence.
15.5 The allocations of liability in this Section 15 represent the agreed and bargained-for
understanding of the parties and compensation for the Services reflects such allocations.Each
Party has a duty to mitigate the damages and any amounts payable under an indemnity that
would otherwise be recoverable from the other Party pursuant to this Agreement by taking
appropriate and commercially reasonable actions to reduce or limit the amount of such
damages or amounts.
Force Majeure
Force Majeure shall not include any events caused due to acts/omissions of such party or result
from a breach/contravention of any of the terms of the contract, bid and/or the tender. It shall
also not include any default on the part of a party due to its negligence or failure to implement
the stipulated/proposed precautions, as were required to be taken under the contract.
The failure or occurrence of a delay in performance of any of the obligations of either party shall
constitute a Force Majeure event only where such failure or delay could not have reasonably
been foreseen or where despite the presence of adequate and stipulated safeguards the failure
to perform obligations has occurred. In such an event, the affected party shall inform the other
party in writing within five days of the occurrence of such event. APTS will make the payments
due for Services rendered till the occurrence of Force Majeure. However, any failure or lapse on
the part of the bidder in performing any obligation as is necessary and proper to negate the
damage due to projected force majeure events or to mitigate the damage that may be caused
due to the abovementioned events or the failure to provide adequate disaster
management/recovery or any failure in setting up a contingency mechanism would not
constitute force majeure, as set out above. Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 23 | P a g e
In case of a Force Majeure all Parties will endeavor to agree on an alternate mode of
performance in order to ensure the continuity of service and implementation of the obligations
of a party under the contract and to minimize any adverse consequences of Force Majeure.
Force majeure clause shall mean and be limited to the following in the execution of the
Conditions of Empanelment placed by State :
War / hostilities
Riot or Civil commotion
Earth quake, flood, tempest, lightning or other natural physical disaster
Restriction imposed by the Government or other statutory bodies, which is beyond the control of
the SELECTED SI, which prevent or delay the executive of the order by the SELECTED SIThe
SELECTED SI shall advise State in writing, duly certified by the local Chamber of Commerce, the
beginning and the end of the above causes of delay, within seven days of the occurrence and
cessation of the force majeure conditions. In the event of a delay lasting for more than one month,
if arising out of clauses of force majeure, State reserve the right to cancel the Conditions of
Empanelment without any obligation to compensate the SELECTED SI in any manner for what so
ever reason, subject to the provision of clause mentioned.
Applicable Law – The Conditions shall be governed by the laws and procedures established by
Govt. of India, within the framework of applicable legislation and enactment made from time to
time concerning such commercial dealings/processing.
Confidentiality
17.1 The APTS/State Designated Agencyor its nominated agencies shall allow the System
integrator to review and utilize highly confidential public records and the System
integrator shall maintain the highest level of secrecy, confidentiality and privacy with
regard thereto.
17.2 Additionally, the System integrator shall keep confidential all the details and information
with regard to the Project, including systems, facilities, operations, management and
maintenance of the systems/facilities.
17.3 The APTS/State Designated Agencyor its nominated agencies shall retain all rights to
prevent, stop and if required take the necessary punitive action against the System
integrator regarding any forbidden disclosure.
17.4 The System integrator shall ensure that all its employees, agents and sub-contractors
execute individual non disclosure agreements, which have been duly approved by the
APTS/State Designated Agency> with respect to this Project.
For the avoidance of doubt, it is expressly clarified that the aforesaid provisions shall not apply
to the following information:
(a) information already available in the public domain;
(b) information which has been developed independently by the System integrator;
(c) information which has been received from a third party who had the rightto Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 24 | P a g e
disclose the aforesaid information;
(d) information which has been disclosed to the public pursuant to a court order.
17.5 To the extent the System integrator shares its confidential or propriteray information with
the APTS/State Designated Agencyfor effective performance of the Services, the
provisions of the Clause 17.1 to 17.3 shall apply mutatis mutandis on the APTS/State
Designated Agencyor its nominated agencies.
Audit, Access and Reporting
The System integrator’ shall allow access to the APTS/State Designated Agencyor its nominated
agencies to all information which is in the possession or control of the System integrator and
which relates to the provision of the Services as set out in the Audit, Access and Reporting
Schedule and which is reasonably required by the APTS/State Designated Agency to comply
with the terms of the Audit, Access and Reporting Schedule set out as Schedule IV of this
Agreement.
Intellectual Property Rights
19.1 Products and fixes: All products and related solutions and fixes provided pursuant to
this work order shall be licensed according to the terms of the license agreement packaged with
or otherwise applicable to such product. System integrator’would be responsible for arranging
any licenses associated with products. “Product” means any computer code, web-based
services, or materials comprising commercially released, pre-release or beta products (whether
licensed for a fee or no charge) and any derivatives of the foregoing which are made available to
APTS/State Designated Agency for license which is published by product owner or its affiliates,
or a third party. “Fixes” means product fixes that are either released generally (such as
commercial product service packs) or that are provided to you when performing services (such
as workarounds, patches, bug fixes, beta fixes and beta builds) and any derivatives of the
foregoing.
19.2 Bespoke development: Subject to the provisions of Clause 19.3 and 19.4 below, upon
payment, the IPR rights for any bespoke development done during the implementation of the
project will lie with APTS/State Designated Agency.System integrator’ shall be entitled to a broad
license back in the bespoke development for its internal usage and other e-governance projects.
19.3 Pre-existing work: All IPRincluding the source code and materials developed or otherwise
obtained independently of the efforts of a party under this Agreement (“pre-existing work”)
including any enhancement or modification thereto shall remain the sole property of that party.
During the performance of the services for this agreement, each party grants to the other party
(and their sub-contractors as necessary) a non-exclusive license to use, reproduce and modify
any of its pre-existing work provided to the other party solely for the performance of such
services for duration of the Term of this Agreement.Except as may be otherwise explicitly Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 25 | P a g e
agreed to in a statement of services, upon payment in full, the System integratorshould grant
APTS/State Designated Agency a non-exclusive, perpetual, fully paid-up license to use the
pre-existing work in the form delivered to APTS/State Designated Agency as part of the service
or deliverables only for its internal business operations.Under such license, either of parties will
have no right to sell the pre-existing work of the other party to a Third Party. APTS/State
Designated Agency’s license to pre-existing work is conditioned upon its compliance with the
terms of thisAgreement and the perpetual license applies solely to the pre-existing work that
bidder leaves with APTS/State Designated Agency at the conclusion of performance of the
services.
19.4 Residuals: In no event shall System integrator be precluded from independently developing
for itself, or for others, anything, whether in tangible or non-tangible form, which is competitive
with, or similar to, the deliverables, set-out in this Agreement or Annexure. In addition, subject
to the confidentiality obligations, System integrator shall be free to use its general knowledge,
skills and experience, and any ideas, concepts, know-how, and techniques that are acquired or
used in the course of providing the Services.
Warranty
20.1 Standard:TheSystem integratorwarrants that the Project, including all the system(s) and
other Services provided,shall be free from any defect or deficiency in the material, design,
engineering, andperformance/workmanship that prevent the Project and/or any of its
systems(s) from fulfilling thetechnical requirements or that limit in a material fashion the
performance, reliability, orextensibility of the Project and/or any of its system(s) as per the
performance guarantee / warrantyperiod defined in the Schedule.If during the warranty period
any defect or deficiency is found in the material, design andperformance/workmanship of the
Project and other Services provided by the System integrator, the System integratorshall promptly,
in consultation and agreement with APTS/State Designated Agency, and at the System integrator’s
sole cost repair,replace, or otherwise make good (as the System integratorshall, at its discretion,
determine) such default,defect or deficiency as well as any damage to the Project caused by
such default, defect ordeficiency. Any defective system that has been replaced by the System
integratorshall remain the propertyof the System integrator.If the Project or any of its System
cannot be used by reason of such default, defect or deficiencyand/or making good of such
default, defect or deficiency, the ywarranty period for the Project shallbe extended by a period
equal to the period during which the Project or any of its system couldnot be used by the
APTS/State Designated Agencybecause of such defect and/or making good of such default,
defect ordeficiency. Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 26 | P a g e
20.2 Implied Warranty:The warranties provided herein are in lieu of all other warranties, both
express and implied, and allother warranties, including without limitation that of
merchantability or fitness for intendedpurpose is specifically disclaimed.
20.3 The System integrator shall have no liability in the case of breach of this warranty due to (i)
use of the deliverables on any environment (hardware or software) other than the environment
recommended or approved by the System integrator, (ii) the combination, operation, or use of
some or all of the deliverables with information, software, specifications, instructions, data, or
materials not approved by the System integrator; (iii) the deliverables having been tampered
with, altered or modified by APTS/State Designated Agency without the written permission of
the System integrator, or (iv) use of the deliverables otherwise than in terms of the relevant
documentation.
Liquidated Damages
Time is the essence of the Agreement and the delivery dates are binding on the System
integrator. In the event of delay or any gross negligence, for causes attributable to the System
integrator, in meeting the deliverables, the APTS/State Designated Agency shall be entitled at its
option to recover from the System integratoras agreed, liquidated damages, a sum of 0.5% of the
value of the deliverable which suffered delay or gross negligence for each completed week or
part thereof subject to a limit of 5% of the relevant deliverable value.
Escrow Agreement
22.1 System integrator shall comply with the escrow provisions below for all Public Material
and Proprietary Vendor Material (including subcontractor-owned materials and other Third
Party Material incorporated in System integrator’s Proprietary Material), except to the extent
System integrator demonstrates to the satisfaction of the APTS/State Designated Agency that
compliance is not permitted by the nature of System integrator’s limited rights in such
material.
22.2 Within ninety (90) days after the APTS/State Designated Agency’s acceptance of the
Solution, the Parties shall enter into a software escrow agreement (“Escrow Agreement”)
with a reputable, independent, third party that provides software escrow services among its
principal business offerings (“Escrow Agent”). The Escrow Agreement shall provide for the
regular deposit into escrow of all source code (including without limitation all make files,
configurational files, data tables upon which execution is dependent, and the like,
collectively the “Source Code”), object code, and documentation with respect to all Public
Material and System integrator’s Proprietary Material (and cumulative updates thereof),
together with (a) continually updated instructions as to the compilation, installation,
configuration, deployment, and use of the Source Code, and (b) a list of all non-deposited
third party software used in conjunction with the Source Code to provide the full Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 27 | P a g e
functionality of the deposited materials. In the event of the termination or expiration of the
initial Escrow Agreement or any successor agreement, with minimal delay the Parties shall
enter into a substantially equivalent agreement with a successor provider of software
escrow services (who shall then be known as the “Escrow Agent”).
22.3 System integrator will make its initial deposit of Source Code within fifteen (15) days after
the effective date of the Escrow Agreement.
22.4 System integrator shall periodically update the escrow deposit as the Parties shall agree in
the Escrow Agreement. In addition to other usual and customary terms, the Escrow
Agreement shall provide that the APTS/State Designated Agency shall be entitled to obtain
the deposited materials from escrow upon the APTS/State Designated Agency’s making a
proper claim for release from escrow in the event that (c) proper written notice is given to
the Escrow Agent that release of the copy of the deposited materials is pursuant to
applicable Central or APTS/State Designated Agency bankruptcy, insolvency, reorganization,
or liquidation statute; (d) System integrator files articles of dissolution (but not if System
integrator is consolidated or merged into another entity); (e) the Contract expires or
terminates for Material Breach of System integrator.
22.5 The release of deposited materials from escrow shall not confer upon the APTS/State
Designated Agency any right of ownership in the deposited materials or the underlying
intellectual property embodied therein. In the event of the release of deposited materials to
the APTS/State Designated Agency from escrow, the APTS/State Designated Agency shall use
the deposited materials solely for the benefit of the APTS/State Designated Agency and its
constituents, consistently with the grants of license set forth in Clause 19.2 of this
Agreement.
22.6 The release of materials from escrow, without more, shall not cause any further amounts
to accrue as payable to System integrator by the APTS/State Designated Agency, and the term
of the APTS/State Designated Agency’s possessory and usage rights with respect to the
released materials shall be perpetual.
22.7 The Escrow Agreement shall provide for its automatic termination upon the earlier of
five (5) years after the expiration or termination of this Contract, or, release of all Source
Code to the APTS/State Designated Agency and the APTS/State Designated Agency’s
subsequent confirmation of compliance with the terms of the Escrow Agreement. System
integrator shall pay the escrow costs, as well as all costs associated with causing its
subcontractors and other third parties to abide by the Escrow Agreement. Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 28 | P a g e
Insurance Cover
23.1 Obligation to maintain insurance
In connection with the provision of the Services, the Service Provider must have and
maintain:
(a) for the Agreement Period, valid and enforceable insurance coverage for:
(i) public liability;
(ii) either professional indemnity or errors and omissions;
(iii) product liability;
(iv) workers’ compensation as required by law; and
(v) any additional types specified in Schedule I; and
(b) for <three> years following the expiry or termination of the Agreement, valid and
enforceable insurance policies (if relevant),
23.2 Certificates of currency
The System integratormust, on request by the APTS/State Designated Agency, provide current
relevant confirmation of insurance documentation from its insurance brokers certifying that it
has insurance as required by this Clause 23.The Service Provider agrees to replace any coverage
prior to the date of expiry/cancellation.
23.3 Non-compliance
APTS/State Designated Agency or its nominated agencies may, at its election, terminate this
Agreement upon the failure of System integrator, or notification of such failure, to maintain the
required insurance coverage.Inadequate insurance coverage for any reason shall not relieve
System integratorof its obligations under this Agreement.
Miscellaneous
24.1 Personnel
(a) The personnel assigned by System integrator to perform the Services shall be employees
of System integrator or its subcontractor(s), and under no circumstances shall such personnel be
considered employees of APTS/State Designated Agencyor its nominated agencies. The System
integrator shall have the sole responsibility for the supervision and control of the personnel
deployed in the Project and for payment of such personnel’s compensation, including salary,
withholding of income taxes and social security taxes, worker’s compensation, employee and
disability benefits and the like and shall be responsible for all obligations of an employer subject
to Applicable Law.
(b) The System integrator shall use its best efforts to ensure that sufficient System integrator
personnel are assigned to perform the Services and that such personnel have appropriate
qualifications to perform the Services. After discussion with System integrator, APTS/State
Designated Agencyor its nominated agencies shall have the right to require the removal or Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 29 | P a g e
replacement of any System integrator personnel performing work under this Agreement based
on bonafide reasons. In the event that APTS/State Designated Agencyor its nominated agencies
requests that any System integrator personnel be replaced, the substitution of such personnel
shall be accomplished pursuant to a mutually agreed upon schedule.
(d) In the event that the APTS/State Designated Agencyand System integrator identify any
personnel of System integrator as “Key Personnel”, then the System integrator shall not remove
such personnel from the Project without the prior written consent of APTS/State Designated
Agencyor its nominated agencies unless such removal is the result of an unavoidable
circumstance including but not limited to resignation, termination, medical leave, etc.
(e) Except as stated in this Clause, nothing in this Agreement or the SLA will limit the
ability of System integrator to freely assign or reassign its employees; provided that System
integrator shall be responsible, at its expense, for transferring all appropriate knowledge from
personnel being replaced to their replacements. APTS/State Designated Agencyor its
nominated agencies shall have the right to review and approve System integrator’s plan for any
such knowledge transfer. System integrator shall maintain the same or higher standards for
skills and professionalism among replacement personnel as in personnel being replaced.
(f) Each Party shall be responsible for the performance of all its obligations under this
Agreement or the SLA as the case may be and shall be liable for the acts and omissions of its
employees and agents in connection therewith.
(g) Neither Party will solicit for employment or knowingly hire an employee of the other
Party with whom such Party has contact pursuant to project engagements under this
Agreement. This restriction shall not apply to employees of either Party responding to
advertisements in job fairs or news media circulated to the general public.
24.2 Independent Contractor
Nothing in this Agreement or the SLA shall be construed as establishing or implying any
partnership or joint venture between the Parties to this Agreement or the SLA and, except as
expressly stated in this Agreement or the SLA, nothing in this Agreement or the SLA shall be
deemed to constitute any Parties as the agent of any other Party or authorizes either Party to:
(a) incur any expenses on behalf of the other Party;
(b) enter into any engagement or make any representation or warranty on behalf of the
other Party;
(c) pledge the credit of or otherwise bind or oblige the other Party; or
(d) commit the other Party in any way whatsoever without in each case obtaining the other
Party’s prior written consent. Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 30 | P a g e
24.3 Sub-contractors
System integrator shall not subcontract any work related to eDistrict Application scope as
defined in the RFP without APTS/State Designated Agency’s prior written consent. However
the System integrator shall provide the list of all the other services planned to be sub contracted,
within 15 days of signing the Agreement. It is clarified that the System integrator shall be the
principal employer for all claims arising from the liabilities statutory or otherwise, concerning
the sub-contractors. The System integrator undertakes to indemnify the ÁPTS/State Designated
Agencyor its nominated agencies from any claims on the grounds stated hereinabove.
24.4 Assignment
(a) All terms and provisions of this Agreement shall be binding on and shall inure to
the benefit of the APTS/State Designated Agency and their respective successors
and permitted assigns.
(b) Subject to Clause 5.3, the System integrator shall not be permitted to assign its
rights and obligations under this Agreement to any third party.
(c) The APTS/State Designated Agency may assign or novate all or any part of this
Agreement and Schedules/Annexures, and the System integratorshall be a party
to such novation, to any third party contracted to provide outsourced services to
State Designated Agency or any of its nominees.
24.5 Trademarks, Publicity
Neither Party may use the trademarks of the other Party without the prior written consent of
the other Party except that System integrator may, upon completion, use the Project as a
reference for credential purpose. Except as required by law or the rules and regulations of each
stock exchange upon which the securities of one of the Parties is listed, neither Partyshall
publish or permit to be published either along or inconjunction with any other person any press
release,information, article, photograph, illustration or any other material ofwhatever kind
relating to this Agreement, the SLA or the businessof the Parties without prior reference to and
approval in writingfrom the other Party, such approval not to be unreasonablywithheld or
delayed provided however that System integratormay include APTS/State Designated Agency or
its client lists for reference to third partiessubject to the prior written consent of APTS/State
Designated Agencynot to beunreasonably withheld or delayed. Such approval shallapply to each
specific case and relate only to thatcase.
24.6 Notices
(a) Any notice or other document which may be given by either Party under this
Agreement or under the SLA shall be given in writing in person or by pre-paid Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 31 | P a g e
recorded delivery post, email or by facsimile transmission.
(b) In relation to a notice given under this Agreement, any such notice or other
document shall be addressed to the other Party’s principal or registered office
address as set out below:
<Insert Address>
Tel:
Fax:
Email:
Contact:
With a copy to:
<<‘System integrator’>>
Tel:
Fax:
Email:
Contact:
In relation to a notice given under the MSA/SLA, a Party shall specify the Parties’ address for
service of notices, any such notice to be copied to the Parties at the addresses set out in this
Clause
(d) Any such notice or other document shall be deemed to have been given to the other
Party (or, if relevant, its relevant associated company) when delivered (if delivered in person) if
delivered between the hours of 9.00 am and 5.00 pm at the address of the other Party set forth
above or if sent by fax, provided the copy fax is accompanied by a confirmation of transmission,
or on the next working day thereafter if delivered outside such hours, and 7 days from the date
of posting (if by letter).
(e) Either Party to this Agreement or to the SLA may change its address, telephone number,
facsimile number and nominated contact for notification purposes by giving the other
reasonable prior written notice of the new information and its effective date.
24.7 Variations and Further Assurance
(a) No amendment, variation or other change to this Agreement or the SLA shall be valid
unless authorised in accordance with the change control procedure as set out in the Change
Control Schedule set out in Schedule II of this Agreement. Such amendment shall be made in
writing and signed by the duly authorised representatives of the Parties to this Agreement or
the SLA.
(b) Each Party to this Agreement or the SLA agrees to enter into or execute, without
limitation, whatever other agreement, document, consent and waiver and to do all other things Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 32 | P a g e
which shall or may be reasonably required to complete and deliver the obligations set out in
this Agreement or the SLA.
24.8 Severability and Waiver
(a) If any provision of this Agreement or the SLA, or any part thereof, shall be found by any
court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable the
illegality, invalidity or unenforceability of such provision or part provision shall not affect the
other provisions of this Agreement or the SLA or the remainder of the provisions in question
which shall remain in full force and effect. The relevant Parties shall negotiate in good faith in
order to agree to substitute for any illegal, invalid or unenforceable provision a valid and
enforceable provision which achieves to the greatest extent possible the economic, legal and
commercial objectives of the illegal, invalid or unenforceable provision or part provision.
(b) No failure to exercise or enforce and no delay in exercising or enforcing on the part of
either Party to this Agreement or the SLA of any right, remedy or provision of this Agreement
or the SLA shall operate as a waiver of such right, remedy or provision in any future application
nor shall any single or partial exercise or enforcement of any right, remedy or provision
preclude any other or further exercise or enforcement of such right, remedy or provision or the
exercise or enforcement of any other right, remedy or provision.
24.9 Compliance with Applicable Law
Each Party to this Agreement accepts that its individual conduct shall (to the extent applicable
to its business like the SI as an information technology service provider) at all times comply
with all laws, rules and regulations of government and other bodies having jurisdiction over the
area in which the Services are undertaken provided that changes in such laws, rules and
regulations which result in a change to the Services shall be dealt with in accordance with the
Change Control Schedule set out in Schedule II of this Agreement.
24.10 Professional Fees
All expenses incurred by or on behalf of each Party to this Agreement and the SLA, including
all fees of agents, legal advisors, accountants and actuaries employed by either of the Parties in
connection with the negotiation, preparation and execution of this Agreement or the SLA shall
be borne solely by the Party which incurred them.
24.11 Ethics
The System integratorrepresents, warrants and covenants that it has given no commitments,
payments, gifts, kickbacks, lavish or expensive entertainment, or other things of value to any
employee or agent of APTS/State Designated Agencyor its nominated agencies in connection
with this agreement and acknowledges that the giving of any such payment, gifts,
entertainment, or other things of value is strictly in violation of APTS/State Designated Agency
standard policies and may result in cancellation of this Agreement, or the SLA.
24.12 Entire Agreement Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 33 | P a g e
This Agreement and the SLA with all schedules & annexures appended thereto and the contents
and specifications of the RFP constitute the entire agreement between the Parties with respect to
their subject matter, and as to all other representations, understandings or agreements which
are not fully expressed herein, provided that nothing in this Clause shall be interpreted so as to
exclude any liability in respect of fraudulent misrepresentation.
24.13 Amendment
Any amendment to this Agreement shall be made in accordance with the Change Control
Schedule set out in Schedule II of this Agreementby mutual written consent of all the Parties.
Governing Law and Dispute Resolution
25.1 This Agreement shall be governed by and construed in accordance with the laws of
India, without giving effect to conflict of law rules. The parties expressly agree to
exclude the application of the U.N. Convention on Contracts for the International Sale of
Goods (1980) to this Agreement and the performance of the parties contemplated under
this Agreement, to the extent that such convention might otherwise be applicable.
25.2 Any dispute arising out of or in connection with this Agreement or the SLA shall in the
first instance be dealt with in accordance with the escalation procedure as set out in the
Governance Schedule set out as Schedule V of this Agreement.
25.3 In case the escalations do not help in resolution of the problem within 3 weeks of
escalation, both the parties should agree on a mediator for communication between the
two parties. The process of the mediation would be as follows:
• Aggrieved party should refer the dispute to the identified mediator in writing, with a
copy to the other party. Such a reference should contain a description of the nature of
the dispute, the quantum in dispute (if any) and the relief or remedy sought suitable.
• The mediator shall use his best endeavours to conclude the mediation within a certain
number of days as agreed by both the parties of his appointment.
• If no resolution can be reached through mutual discussion or mediation within 30 days
then the matter should be referred to Experts for advising on the issue.
25.4 In case the mediation does not help in resolution and it requires expertise to understand
an issue, a neutral panel of 3 experts, agreeable to both parties should be consitituted.
The process of the expert advisory would be as follows:
• Aggrieved party should write to the other party on the failure of
previous alternate dispute resolution processes within the timeframe and
requesting for expert advisory. This is to be sent with a copy to the mediator.
• Both parties should thereafter agree on the panel of experts who
are well conversant with the issue under dispute
• The expert panel shall use his best endeavours to provide a neutral
position on the issue. Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 34 | P a g e
• If no resolution can be reached through the above means within 30
days then the matter should be referred to Arbitration.
25.4 Any dispute or difference whatsoever arising between the parties to this Contract out of
or relating to the construction, meaning, scope, operation or effect of this Contract or the
validity of the breach thereof shall be referred to a sole Arbitrator to be appointed by
mutual consent of both the parties herein. If the parties cannot agree on the appointment
of the Arbitrator within a period of one month from the notification by one party to the
other of existence of such dispute, then the Arbitrator shall be appointed by the High
Court of Andhra Pradesh, India. The provisions of the Arbitration and Conciliation Act,
1996 will be applicable and the award made there under shall be final and binding upon
the parties hereto, subject to legal remedies available under the law. Such differences
shall be deemed to be a submission to arbitration under the Indian Arbitration and
Conciliation Act, 1996, or of any modifications, Rules or re-enactments thereof. The
Arbitration proceedings will be held at Andhra Pradesh, India. Any legal dispute will
come under the sole jurisdicition of Andhra Pradesh, India.
25.5 Compliance with laws: Each party will comply with all applicable export and import
laws and regulations.
25.6 Third party components: System integrator will provide all third party components solely
on a pass-through basis in accordance with the relevant third party terms and
conditions.
IN WITNESS WHEREOF the Parties have by duly authorized
Representatives set their respective hands and seal on the date first above
Written in the presence of:
WITNESSES:
Signed by:
(Name and designation) For and on behalf of APTS/State Designated Agency
(FIRST PARTY)
Signed by:
(Name and designation)
System integrator
(SECOND PARTY)
(Name and designation) For and on behalf of <<‘System integrator’>>
Signed by: Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 35 | P a g e
Schedules
SCHEDULE I – DEFINITIONS
Adverse Effect
means material adverse effect on
(a) the ability of the System integrator to exercise any of its rights or
perform/discharge any of its duties/obligations under and in
accordance with the provisions of this Agreement and/or
(b) the legal validity, binding nature or enforceability of this
Agreement;S
Agreement
means this Master Services Agreement, Service Level Agreement
and Non-Disclosure Agreement together with all Articles,
Annexures, Schedules and the contents and specifications of the
RFP;
Applicable Law(s)
means any statute, law, ordinance, notification, rule, regulation,
judgment, order, decree, bye-law, approval, directive, guideline,
policy, requirement or other governmental restriction or any
similar form of decision applicable to the relevant party and as may
be in effect on the date of the execution of this Agreement and
during the subsistence thereof, applicable to the Project;
Assets shall have the same meaning ascribed to it in Clause 10.1 (a)
Software
means the software designed, developed / customized, tested and
deployed by the System integrator for the purposes of the Project
and includes the source code (in case of Bespoke development)
along with associated documentation, which is the work product of
the development efforts involved in the Project and the
improvements and enhancements effected during the term of the
Project, but does not include the third party software products
(including the COTS products used for thr product), proprietary
software components and tools deployed by the System integrator;
Business Hours
shall mean the working time for APTS/State Designated Agency
users which is 9:30 AM to 6:30 PM. Again for Web Server and other
components which enable successful usage of web portals of
APTS/State Designated Agencythe working time should be
considered as 24 hours for all the days of the week. It is desired that
IT maintenance, other batch processes (like backup) etc. should be
planned so that such backend activities have minimum effect on
the performance; Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 36 | P a g e
Certificate(s) of
Compliance
shall have the same meaning ascribed to it in Clause 5.4.;
Confidential
Information
means all information including APTS/State Designated Agency
Data (whether in written, oral, electronic or other format) which
relates to the technical, financial and business affairs, dealers,
suppliers, products, developments, operations, processes, data,
trade secrets, design rights, know-how, plans, budgets and
personnel of each Party and its affiliates which is disclosed to or
otherwise learned by the other Party in the course of or in
connection with this Agreement (including without limitation such
information received during negotiations, location visits and
meetings in connection with this Agreement);
Control
means, in relation to any business entity, the power of a person to
secure (i) by means of the holding of shares or the possession of
voting power in or in relation to that or any other business entity,
or
(ii) by virtue of any powers conferred by the articles of association
or other document regulating that or any other business entity, that
the affairs of the first mentioned business entity are conducted in
accordance with that person’s wishes and in relation to a
partnership, means the right to a share of more than one half of the
assets, or of more than one half of the income, of the partnership;
Deliverables
means the services, products agreed to be delivered by the System
integrator in pursuance of the agreement as defined more
elaborately in the RFP, Implementation and the Maintenance
phases and includes all documents related to the user manual,
technical manual, design, process and operating manuals, service
mechanisms, policies and guidelines (such as security related, data
migration related), inter alia payment and/or process related etc.,
source code and all its modifications;
Proprietary
Information
shall have the same meaning ascribed to it in Clause 19.1
Effective Date shall have the same meaning ascribed to it in Clause 3.2;
APTS/State
Designated Agency
Data
means all proprietary data of the department or its nominated
agencies generated out of operations and transactions, documents
all taxpayers data and related information including but not
restricted to user data which the System integrator obtains, possesses
or processes in the context of providing the Services to the users
pursuant to this Agreement; Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 37 | P a g e
Final Acceptance
Test
shall be conducted on completion of the following:
1) APTS/State Designated Agency Data Center operational,
2) Deployment & operational hardware and networking at
requisite locations,
3) UAT of the overall integrated solution and portal.
Final Testing and
Certification
Agency
shall have the same meaning ascribed to it in Clause 5.4;
Force Majeure shall have the same meaning ascribed to it in Clause 16.1;
Force Majeure
Costs
shall have the same meaning ascribed to it in Clause 16.4 (b);
GoI means the Government of India;
Indemnifying
Party
shall have the same meaning ascribed to it in Clause 15.1;
Indemnified Party shall have the same meaning ascribed to it in Clause 15.1;
Intellectual
Property Rights
means all rights in written designs and copyrights, moral rights,
rights in databases and Bespoke Software / Pre-existing work
including its up-gradation systems and compilation rights (whether
or not any of these are registered and including application for
registration);
Escrow Agreement
– An agreement that pursuant to Clause 22 provides for
the regular deposit into escrow of all source code, object
code, and documentation with respect to all public
material and Service Provider’s proprietary material
(and cumulative updates thereof), together with (a)
continually updated instructions as to the
compilation,installation, configuration, deployment and
use of the Source Code, and (b) a list of all nondeposited third party software used in conjunction with
the Source Code to provide the full functionality of the
deposited materials.
([insert ‘not applicable’ if Master Escrow Agreement is in place]
Insurance Cover
– Public liability insurance for an insured amount of [INR
insert amount] per occurrence and not less than [INR insert
amount] in aggregate
– Either professional indemnity or errors and omissions
insurance for an insured amount of [INR insert amount] per
occurrence and not less than [INR insert amount] in
aggregate. Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 38 | P a g e
– Product liability for an insured amount of [INR insert
amount] per occurrence and not less than [INR insert amount]
in aggregate.
– Workers compensation as required by law
[insert amount required of any other type of insurance specified at
“additional insurance” definition above]
Additional
Insurance
[insert any additional types of insurance the Service Provider is required
to maintain. Otherwise insert ‘not applicable’]
Material Breach
means a breach by either Party (APTS/State Designated Agency or
System integrator) of any of its obligations under this Agreement
which has or is likely to have an Adverse Effect on the Project
which such Party shall have failed to cure;
Required
Deliverables
shall have the same meaning ascribed to it in Annexure C of this
Agreement;
Parties
means APTS/State Designated Agency and System integrator for the
purposes of this Agreement and “Party” shall be interpreted
accordingly;
Performance
Guarantee
Means the guarantee provided by a Nationalized Bank in favour of
the System integrator. The amount of Performance Security shall be
10% of the overall cost of the project. This performance security
shall be valid till six months after the completion of the project i.e. –
— years from the date of signing of contract or for such time as is
required under this Agreement;
Planned
Application
Downtime
means the unavailability of the application services due to
maintenance activities such as configuration changes, upgradation
or changes to any supporting infrastructure wherein prior
intimation (at least Five working days in advance) of such planned
outage shall be given and approval sought from the APTS/State
Designated Agency as applicable;
Planned network
outage
means the unavailability of the network services due to
infrastructure maintenance activities such as configuration changes,
upgradation or changes to any supporting infrastructure. Prior
intimation of such planned outage shall be given and approval
sought from the APTS/State Designated Agency as applicable and
shall be notified at least Five working days before;
Project
means Pilot, Project Implementation (roll out) and Maintenance in
terms of the Agreement;
Project
Implementation
means Project Implementation as per the testing standards and
acceptance criteria prescribed by APTS/State Designated Agency or Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 39 | P a g e
its nominated agencies;
Project
Implementation
Phase
shall be from the Effective Date of the Agreement to the date of
final acceptance testing & certification as set out in Clause 5.4 of
this Agreement;
Project
Implementation
Unit (PIU)
shall be constituted by APTS/State Designated Agencyto monitor the
activities, deliverables and progress of the Project. PIUwill
comprise of the staff members of the APTS/State Designated Agency,
other officials from concerned department and external experts as
needed;
Project Timelines shall have the same meaning ascribed to in Annexure C;
Providing Party shall have the same meaning ascribed to it in Clause 12.5;
Receiving Party shall have the same meaning ascribed to it in Clause 12.5;
ReplacementSystem
integrator
means any third party that APTS/State Designated Agency or its
nominated agencies appoint to replace existing System integrator
upon expiry of the Term or termination of this Agreement to
undertake the Services or part thereof;
Required Consents
means the consents, waivers, clearances and licenses to use
APTS/State Designated Agency’s Intellectual Property Rights, rights
and other authorizations as may be required to be obtained for the
software and other items that APTS/State Designated Agency or
their nominated agencies are required to make available to System
integrator pursuant to this Agreement;
Services
means the services delivered as a part of eDistrict Application to
the Stakeholders of APTS/State Designated Agency or its nominated
agencies, employees of APTS/State Designated Agency or its
nominated agencies, and to professionals, using the tangible and
intangible assets created, procured, installed, managed and
operated by the System integrator including the tools of information
and communications technology and includes but is not limited to
the broad break-up of services specified in Annexure B;
Service Level
means the level of service and other performance criteria which
will apply to the Services delivered by the System integrator;
SLA
means the Performance and Maintenance SLA executed as part of
this Master Service Agreement;
Stakeholders
means the students, Franchisee’s, Investors, Citizens, APTS/State
Designated Agency or its nominated agencies, employees and the
Departments of State Government;
Term shall have the same meaning ascribed to it in Clause 3.1; Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 40 | P a g e
Third Party
Systems
means systems (or any part thereof) in which the Intellectual
Property Rights are not owned by the APTS/State Designated
Agency or System integrator and to which System integrator has been
granted a license to use and which are used in the provision of
Services;
Unplanned
Application
Downtime
means the total time for all the instances where services in the
software requirement specification document prepared by the
System integrator are not available for more than 5 consecutive
minutes;
Network
in APTS/State Designated Agency users refers to all the IT assets
installed by the H/W Bidder as part of the Project for networking;
Unplanned
network outage
means the total time for all the instances where services in the
software requirement specification document prepared by the
System integrator are not available for more than 5 consecutive
minutes;
Application
means the software application developed as a part of scope of
work set out in RFP
Application
Downtime
means the time for which user/s is not able to access the
application. However, in calculating downtime, scheduled
downtime (for example, backup time, batch processing time,
routine maintenance time) would not be considered;
Network Uptime
Uptime refers to network availability between APTS/State
Designated Agency’s Head Quarters to Data center. “%Uptime”
means ratio of ‘up time’ (in minutes) in a month to Total time in the
month (in minutes) multiplied by 100; Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 41 | P a g e
SCHEDULE II – Change Control Schedule
This Schedule describes the procedure to be followed in the event of any proposed change to
the Master Service Agreement (“MSA”), Project Implementation Phase, SLA and Scope of
Work and Functional Requirement Specifications. Such change shall include, but shall not be
limited to, changes in the scope of services provided by the System integrator and changes to
the terms of payment as stated in the Terms of Payment Schedule.
The APTS/State Designated Agency and SI recognize that frequent change is an inevitable part
of delivering services and that a significant element of this change can be accomplished by reorganizing processes and responsibilities without a material effect on the cost. The SI will
endeavour, wherever reasonably practicable, to effect change without an increase in the terms
of payment as stated in the Terms of Payment Schedule and APTS/State Designated Agency or
its nominated agencies will work with the System integrator to ensure that all changes are
discussed and managed in a constructive manner. This Change Control Schedule sets out the
provisions which will apply to all the changes to this agreement and other documents except
for the changes in SLAs for which a separate process has been laid out in Clause 11 of the SLA.
This Change Control Schedule sets out the provisions which will apply to changes to the MSA.
CHANGE MANAGEMENT PROCESS
a. CHANGE CONTROL NOTE (“CCN”)
i. Change requests in respect of the MSA, the Project Implementation, the operation,
the SLA or Scope of work and Functional Requirement specifications will emanate
from the Parties’ respective Project Manager who will be responsible for obtaining
approval for the change and who will act as its sponsor throughout the Change
Control Process and will complete Part A of the CCN attached as Annexure A
hereto. CCNs will be presented to the other Party’s Project Manager who will
acknowledge receipt by signature of the CCN.
ii. The SI and the APTS/State Designated Agency or its nominated agencies, during the
Project Implementation Phase and the APTS/State Designated Agency or its nominated
agencies during the Operations and Management Phase and while preparing the
CCN, shall consider the change in the context of the following parameter, namely
whether the change is beyond the scope of Services including ancillary and
concomitant services required and as detailed in the RFP and is suggested and
applicable only after the testing, commissioning and certification of the Project
Implementation Phase as set out in this Agreement. Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 42 | P a g e
iii. It is hereby also clarified here that any change of control suggested beyond 25 % of
the value of this Project will be beyond the scope of the change control process and
will be considered as the subject matter for a separate bid process and a separate
contract. It is hereby clarified that the 25% of the value of the Project as stated in
herein above is calculated on the basis of bid value submitted by the System
integrator and accepted by the APTS/State Designated Agency or its nominated
agencies or as decided and approved by APTS/State Designated Agency or it
Nominated Agencies. For arriving at the cost/rate for change upto 25% of the
project value, the payment terms and relevant rates as specified in Annexure Dshall
apply.
b. Quotation
i. The SI shall assess the CCN and complete Part B of the CCN, in completing the Part
B of the CCN the SI shall provide as a minimum:
1. a description of the change
2. a list of deliverables required for implementing the change;
3. a time table for implementation;
4. an estimate of any proposed change
5. any relevant acceptance criteria
6. an assessment of the value of the proposed change;
6. material evidence to prove that the proposed change is not already covered
within the Agreement and the scope of work
ii. Prior to submission of the completed CCN to the <<‘State Designated Agency’>>, or
its nominated agencies, the Service Provider will undertake its own internal review
of the proposal and obtain all necessary internal approvals. As a part of this
internal review process, the SI shall consider the materiality of the proposed
change in the context of the MSA and the Project Implementation affected by the
change and the total effect that may arise from implementation of the change.
c. Costs
Each Party shall be responsible for its own costs incurred in the quotation, preparation
of CCNs and in the completion of its obligations described in this process provided the
SI meets the obligations as set in the CCN. In the event the SI is unable to meet the
obligations as defined in the CCN then the cost of getting it done by third party will be
borne by the SI.
d. Obligations
The SI shall be obliged to implement any proposed changes once approval in accordance
with above provisions has been given, with effect from the date agreed for
implementation and within an agreed timeframe.SI will not be obligated to work on a
change until the parties agree in writing upon its scope, price and/or schedule impact. Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 43 | P a g e
SCHEDULE III – EXIT MANAGEMENT SCHEDULE
1 PURPOSE
1.1 This Schedule sets out the provisions, which will apply on expiry or termination of the
MSA, the Project Implementation, Operation and Management SLA.
1.2 In the case of termination of the Project Implementation and/or Operation and
Management, the Parties shall agree at that time whether, and if so during what period,
the provisions of this Schedule shall apply.
1.3 The Parties shall ensure that their respective associated entities carry out their respective
obligations set out in this Exit Management Schedule.
2 TRANSFER OF ASSETS
2.1 APTS/State Designated Agency shall be entitled to serve notice in writing on the SI at any
time during the exit management period as detailed hereinabove requiring the SI
and/or its sub contractors to provide the APTS/State Designated Agency with a complete
and up to date list of the Assets within 30 days of such notice. APTS/State Designated
Agency shall then be entitled to serve notice in writing on the SI at any time prior to the
date that is 30 days prior to the end of the exit management period requiring the SI to
sell the Assets, if any, to be transferred to APTS/State Designated Agency or its
nominated agencies at book value as determined as of the date of such notice in
accordance with the provisions of relevant laws.
2.2 In case of contract being terminated by APTS/State Designated Agency, APTS/State
Designated Agency reserves the right to ask SI to continue running the project operations
for a period of minimum 6 months after termination orders are issued.
2.3 Upon service of a notice under this Article the following provisions shall apply:
(i) in the event, if the Assets to be transferred are mortgaged to any financial
institutions by the SI, the SI shall ensure that all such liens and liabilities have
been cleared beyond doubt, prior to such transfer. All documents regarding the
discharge of such lien and liabilities shall be furnished to the APTS/State
Designated Agency.
(ii) All risk in and title to the Assets to be transferred / to be purchased by the
APTS/State Designated Agency pursuant to this Article shall be transferred to
State Designated Agency, on the last day of the exit management period.
(iii) APTS/State Designated Agency shall pay to the SI on the last day of the exit
management period such sum representing the Net Block (Proportionate amount
for the Services Delivered less Penalities if any) to be transferred as stated in the
Terms of Payment Schedule.
(iv) Payment to the outgoing SI shall be made to the tune of last set of completed
services / deliverables, subject to SLA requirements.
(v) The outgoing SI will pass on to APTS/State Designated Agency and/or to the Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 44 | P a g e
Replacement SI, the subsisting rights in any leased properties/ licensed products
on terms not less favorable to APTS/State Designated Agency/ Replacement SI,
than that enjoyed by the outgoing SI.
3 COOPERATION AND PROVISION OF INFORMATION
3.1 During the exit management period:
(i) The System integrator will allow the APTS/State Designated Agency or its
nominated agency access to information reasonably required to define the then
current mode of operation associated with the provision of the services to enable
the APTS/State Designated Agency to assess the existing services being delivered;
(ii) promptly on reasonable request by the APTS/State Designated Agency, the SI
shall provide access to and copies of all information held or controlled by them
which they have prepared or maintained in accordance with this agreement
relating to any material aspect of the services (whether provided by the System
integrator’or sub contractors appointed by the <<‘System integrator’>>). The
APTS/State Designated Agency shall be entitled to copy of all such information.
Such information shall include details pertaining to the services rendered and
other performance data. The System integrator shall permit the APTS/State
Designated Agency or its nominated agencies to have reasonable access to its
employees and facilities as reasonably required by the Chairman, PIU to
understand the methods of delivery of the services employed by the System
integrator and to assist appropriate knowledge transfer.
4 CONFIDENTIAL INFORMATION, SECURITY AND DATA
4.1 The System integrator will promptly on the commencement of the exit management
period supply to the APTS/State Designated Agency or its nominated agency the
following:
(i) information relating to the current services rendered and customer and
performance data relating to the performance of sub contractors in relation to the
services;
(ii) documentation relating to Computerization Project’s Intellectual Property
Rights;
(iii) documentation relating to sub-contractors;
(iv) all current and updated data as is reasonably required for purposes of
APTS/State Designated Agency or its nominated agencies transitioning the
services to its Replacement System integrator in a readily available format
nominated by the APTS/State Designated Agency, its nominated agency;
(v) all other information (including but not limited to documents, records and Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 45 | P a g e
agreements) relating to the services reasonably necessary to enable APTS/State
Designated Agency or its nominated agencies, or its Replacement System integrator
to carry out due diligence in order to transition the provision of the Services to
APTS/State Designated Agency or its nominated agencies, or its Replacement
System integrator (as the case may be).
4.2 Before the expiry of the exit management period, the System integrator shall deliver to the
APTS/State Designated Agency or its nominated agency all new or up-dated materials
from the categories set out in Schedule above and shall not retain any copies thereof,
except that the System integrator shall be permitted to retain one copy of such materials
for archival purposes only.
4.3 Before the expiry of the exit management period, unless otherwise provided under the
MSA, the APTS/State Designated Agency or its nominated agency shall deliver to the
System integrator all forms of System integrator confidential information, which is in the
possession or control of Chairperson, PIU or its users.
5 EMPLOYEES
5.1 Promptly on reasonable request at any time during the exit management period, the
System integrator shall, subject to applicable laws, restraints and regulations (including in
particular those relating to privacy) provide to the APTS/State Designated Agency or its
nominated agency a list of all employees (with job titles) of the System integrator
dedicated to providing the services at the commencement of the exit management
period.
5.2 Where any national, regional law or regulation relating to the mandatory or automatic
transfer of the contracts of employment from the System integrator to the APTS/State
Designated Agency or its nominated agency, or a Replacement System integrator (“Transfer
Regulation”) applies to any or all of the employees of the System integrator, then the
Parties shall comply with their respective obligations under such Transfer Regulations.
5.3 To the extent that any Transfer Regulation does not apply to any employee of the System
integrator, department, or its ReplacementSystem integrator may make an offer of
employment or contract for services to such employee of the System integrator and the
System integrator shall not enforce or impose any contractual provision that would
prevent any such employee from being hired by the Chairperson, PIU or any
Replacement System integrator.
6 TRANSFER OF CERTAIN AGREEMENTS
On request by the APTS/State Designated Agency or its nominated agency the System integrator
shall effect such assignments, transfers, licences and sub-licences as the Chairperson, PIU may
require in favour of the Chairperson, PIU, or its Replacement System integrator in relation to any
equipment lease, maintenance or service provision agreement between System integrator and Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 46 | P a g e
third party lessors, vendors, and which are related to the services and reasonably necessary for
the carrying out of replacement services by the APTS/State Designated Agency or its nominated
agency or its Replacement System integrator.
7 RIGHTS OF ACCESS TO PREMISES
7.1 At any time during the exit management period, where Assets are located at the System
integrator’s premises, the System integrator will be obliged to give reasonable rights of
access to (or, in the case of Assets located on a third party’s premises, procure reasonable
rights of access to) the APTS/State Designated Agency or its nominated agency and/or
any Replacement System integrator in order to make an inventory of the Assets.
7.2 The System integrator shall also give the APTS/State Designated Agency or its nominated
agency or its nominated agencies, or any Replacement System integrator right of
reasonable access to the Implementation Partner’s premises and shall procure the
APTS/State Designated Agency or its nominated agency or its nominated agencies and
any Replacement System integrator rights of access to relevant third party premises during
the exit management period and for such period of time following termination or expiry
of the MSA as is reasonably necessary to migrate the services to the APTS/State
Designated Agency or its nominated agency, or a ReplacementSystem integrator.
8 GENERAL OBLIGATIONS OF THE ‘System integrator’
8.1 The System integrator shall provide all such information as may reasonably be necessary
to effect as seamless a handover as practicable in the circumstances to the APTS/State
Designated Agency or its nominated agency or its Replacement System integrator and
which the System integrator has in its possession or control at any time during the exit
management period.
8.2 For the purposes of this Schedule, anything in the possession or control of any System
integrator, associated entity, or sub contractor is deemed to be in the possession or
control of the System integrator.
8.3 The System integrator shall commit adequate resources to comply with its obligations
under this Exit Management Schedule.
9 EXIT MANAGEMENT PLAN
9.1 The System integrator shall provide the APTS/State Designated Agency or its nominated
agency with a recommended exit management plan (“Exit Management Plan”) which
shall deal with at least the following aspects of exit management in relation to the MSA as
a whole and in relation to the Project Implementation, and the Operation and
Management SLA.
(i) A detailed program of the transfer process that could be used in conjunction with
a Replacement System integrator including details of the means to be used to Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 47 | P a g e
ensure continuing provision of the services throughout the transfer process or
until the cessation of the services and of the management structure to be used
during the transfer;
(ii) plans for the communication with such of the System integrator’s sub contractors,
staff, suppliers, customers and any related third party as are necessary to avoid
any material detrimental impact on the APTS/State Designated Agency’s
operations as a result of undertaking the transfer;
(iii) Plans for provision of contingent support to APTS/State Designated Agency, and
Replacement System integrator for a reasonable period after transfer.
9.2 The System integrator shall re-draft the Exit Management Plan annually thereafter to
ensure that it is kept relevant and up to date.
9.3 Each Exit Management Plan shall be presented by the System integrator to and approved
by the APTS/State Designated Agencyor its nominated agencies.
9.4 The terms of payment as stated in the Terms of Payment Schedule include the costs of
the System integrator complying with its obligations under this Schedule.
9.5 In the event of termination or expiry of MSA, and Project Implementation, each Party
shall comply with the Exit Management Plan.
9.6 During the exit management period, the System integrator shall use its best efforts to
deliver the services.
9.7 Payments during the Exit Management period shall be made in accordance with the
Terms of Payment Schedule.
9.8 This Exit Management plan shall be furnished in writing to the APTS/State Designated
Agency or its nominated agencies within 90 days from the Effective Date of this
Agreement. Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 48 | P a g e
SCHEDULEIV – AUDIT, ACCESS AND REPORTING
1 PURPOSE
This Schedule details the audit, access and reporting rights and obligations of the APTS/State
Designated Agency’ or its nominated agency and the System integrator
.
2 AUDIT NOTICE AND TIMING
2.1 As soon as reasonably practicable after the Effective Date, the Parties shall use their best
endeavours to agree to a timetable for routine audits during the Project Implementation
Phase and the Operation and Management Phase. Such timetable during the
Implementation Phase, the APTS/State Designated Agency or its nominated agency and
thereafter during the operation Phase, the APTS/State Designated Agency or its
nominated agency shall conduct routine audits in accordance with such agreed
timetable and shall not be required to give the System integrator any further notice of
carrying out such audits.
2.2 The APTS/State Designated Agency or its nominated agency may conduct non-timetabled
audits at his/ her own discretion if it reasonably believes that such non-timetabled audits
are necessary as a result of an act of fraud by the System integrator, a security violation, or
breach of confidentiality obligations by the System integrator, provided that the
requirement for such an audit is notified in writing to the System integrator a reasonable
period time prior to the audit (taking into account the circumstances giving rise to the
reasonable belief) stating in a reasonable level of detail the reasons for the requirement
and the alleged facts on which the requirement is based. If the System integrator
considers that the non-timetabled audit was not appropriate, the matter shall be referred
to the escalation procedure as set out in the Governance Schedule.
2.3 The frequency of audits shall be a (maximum) half yearly, provided always that the
APTS/State Designated Agency orits nominated agency shall endeavour to conduct such
audits with the lowest levels of inconvenience and disturbance practicable being caused
to the System integrator. Any such audit shall be conducted by with adequate notice of 2
weeks to the System integrator.
2.4 APTS/State Designated Agency will ensure that any 3rd party agencies (except CAG)
appointed to conduct the audit will not be the competitor of System integrator and will be
bound by confidentiality obligations.
3 ACCESS
The System integrator shall provide to the State Designated Agencyor its nominated agency
reasonable access to employees, subcontractors, suppliers, agents and third party facilities as
detailed in the RFP, documents, records and systems reasonably required for audit and shall
provide all such persons with routine assistance in connection with the audits and inspections. Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 49 | P a g e
The Chairperson, PIU / Steering Committee shall have the right to copy and retain copies of
any relevant records. The System integrator shall make every reasonable effort to co-operate with
them.
4 AUDIT RIGHTS
4.1 The APTS/State Designated Agency or its nominated agency shall have the right to audit
and inspect suppliers, agents and third party facilities, data centres, documents, records,
procedures and systems relating to the provision of the services, but only to the extent
that they relate to the provision of the services, as shall be reasonably necessary to
verify:
(i) The security, integrity and availability of all data processed, held or conveyed by
the Partner on behalf of APTS/State Designated Agency and documentation
related thereto;
(ii) That the actual level of performance of the services is the same as specified in the
SLA;
(iii) That the System integrator has complied with the relevant technical standards,
and has adequate internal controls in place; and
(iv) The compliance of the System integrator with any other obligation under the MSA
and SLA.
(v) For the avoidance of doubt the audit rights under this Schedule shall not include
access to the System integrator’s profit margins or overheads, any confidential
information relating to the System integrator’ employees, or (iii) minutes of its
internal Board or Board committee meetings including internal audit, or (iv) such
other information of commercial-in-confidence nature which are not relevant to
the Services associated with any obligation under the MSA.
5 AUDIT RIGHTS OF SUB-CONTRACTORS, SUPPLIERS AND AGENTS
5.1 The System integrator shall use reasonable endeavours to achieve the same audit and
access provisions as defined in this Schedule with sub-contractors, suppliers and agents
who supply labour, services, equipment or materials in respect of the services. The
System integrator shall inform the APTS/State Designated Agency or its nominated agency
prior to concluding any sub-contract or supply agreement of any failure to achieve the
same rights of audit or access.
5.2 REPORTING: The System integrator will provide quarterly reports to the Chairperson,
PIU / Steering committee regarding any specific aspects of the Project and in context of
the audit and access information as required by the APTS/State Designated Agency or its
nominated agency.
6 ACTION AND REVIEWContract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 50 | P a g e
6.1 Any change or amendment to the systems and procedures of the System integrator, or
sub-contractors, where applicable arising from the audit report shall be agreed within
thirty (30) calendar days from the submission of the said report.
6.2 Any discrepancies identified by any audit pursuant to this Schedule shall be
immediately notified to the APTS/State Designated Agency or its nominated agency and
the System integrator Project Manager who shall determine what action should be taken
in respect of such discrepancies in accordance with the terms of the MSA.
7 TERMS OF PAYMENT
The APTS/State Designated Agency shall bear the cost of any audits and inspections. The terms
of payment are exclusive of any costs of the System integratorand the sub-contractor, for all
reasonable assistance and information provided under the MSA, the Project Implementation,
Operation and Management SLA by the System integrator pursuant to this Schedule.
8 RECORDS AND INFORMATION
For the purposes of audit in accordance with this Schedule, the System integrator shall maintain
true and accurate records in connection with the provision of the services and the System
integrator shall handover all the relevant records and documents upon the termination or expiry
of the MSA. Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 51 | P a g e
SCHEDULE V – GOVERNANCESCHEDULE
1 PURPOSE
The purpose of this Schedule is to:
(i) establish and maintain the formal and informal processes for managing the
relationship between the APTS/State Designated Agency and the System
integrator(including the outputs from other Schedules to this Agreement;
(ii) define the principles that both Parties wish to follow to ensure the delivery of the
Services;
(iii) ensure the continued alignment of the interests of the Parties;
(iv) ensure that the relationship is maintained at the correct level within each Party;
(v) create the flexibility to revise and maintain the relationship and this Agreement
during the Term;
(vi) set out the procedure for escalating disagreements; and
(vii) enable contract administration and performance management.
2 GOVERNANCE STRUCTURE
1. Project Managers: The relationship under this Agreement will be managed by the
Project Managers appointed by each Party, who will provide the interface
between the executive management of the respective Parties.
2. Project Implementation Unit(PIU): Within 7 days following the Effective Date,
APTS/State Designated Agency or its nominated agencies and the System
integrator’ shall each appoint a Project Manager. In the event that either Party
wishes to substitute its Project Manager it will do so in manner in which the
original appointment is made and notify the other Party of such substitution as
soon as reasonably practicable but at the latest within 7 days of the substitution.
3. The Project Managers shall have responsibility for maintaining the interface and
communication between the Parties.
4. The PIU will meet formally on a weekly as required, basis at a time and location
to be agreed between them. These meetings will cover, as a minimum, the
following agenda items:
(i) Monitoring & ensuring the Project Progress Against the Planned schedules
and identifying &resolving the dependencies/bottlenecks
(ii) issues escalated in accordance with the escalation procedure as set out in
the Governance Schedule;
(iii) consideration of matters arising out of the Change Control Schedule;
(iv) consideration of Quarterly Performance Reports;
(v) Matters to be brought before the PIU in accordance with the MSA and the
Schedules; Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 52 | P a g e
(vi) any matter brought before the PIU by the System integrator under this
Article; and
(vii) any other issue which either Party wishes to add to the agenda.
5. In the event that there is any material factor which affects the delivery of the
Services or the terms of payment as stated in the Terms of Payment Schedule, the
Parties agree to discuss in the PIU any appropriate amendment to the Agreement
or any Service Level Agreements or Statement of Works including any variation
to the terms of payment as stated in the Terms of Payment Schedule. Any
variation so agreed shall be implemented through the change control procedure
as set out in the Change Control Schedule. Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 53 | P a g e
3 GOVERNANCE PROCEDURES
3.1 The ‘System integrator’ shall document the agreed structures in a procedures manual.
3.2 The agenda for each meeting of the PIU shall be set to reflect the discussion items
referred to above and extraordinary items may be added either with the agreement of
the Parties or at the request of either Party. Copies of the agenda for meetings of the PIU,
along with relevant pre-reading material, shall be distributed at least one week in
advance of the relevant meeting.
3.3 All meetings and proceedings will be documented such documents to be distributed to
the Parties and copies shall be kept as a record. All actions, responsibilities and
accountabilities arising out of any meeting shall be tracked and managed.
3.4 The Parties shall ensure as far as reasonably practicable that the PIU shall resolve the
issues and resolve the objectives placed before them and that members representing that
Party are empowered to make relevant decisions or have easy access to empowered
individuals for decisions to be made to achieve this.
3.5 In order formally to submit a Disputed Matter to the aforesaid for a, one Party
(“Claimant”) shall give a written notice (“Dispute Notice”) to the other Party. The
Dispute Notice shall be accompanied by (a) a statement by the Claimant describing the
Disputed Matter in reasonable detail and (b) documentation, if any, supporting the
Claimant’s position on the Disputed Matter.
3.6 The other Party (“Respondent”) shall have the right to respond to the Dispute Notice
within 7 days after receipt of the Dispute Notice. In the event that the parties are unable
to resolve the Disputed Matter within a further period of 7 days, it shall refer the
Disputed Matter to next level of the dispute resolution for action as per the process
mentioned in article 9.1
3.7 All negotiations, statements and/or documentation pursuant to these Articles shall be
without prejudice and confidential (unless mutually agreed otherwise).
3.8 If the Disputed Matter is having a material effect on the operation of the Services (or any
of them or part of them) the Parties will use all their respective reasonable endeavours to
reduce the elapsed time in reaching a resolution of the Disputed Matter. Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 54 | P a g e
SCHEDULE VI – TERMSOF PAYMENT SCHEDULE
The following schedule would be followed for payment during the Project implementation:
S.
No
Milestone % of
Total Fee
Basis of approval
1. Approval of Updated and Detailed
Final FRS
5% Minutes of meeting of the Apex
Committee approving the report
2. Approval of Final SRS 5% Minutes of meeting of the Apex
Committee approving the report
3. UAT of the e-District Application
by Apex Committee
and
completion of following key
activities:
– Development of connectors
for SSDG
– Integration with MSDG
– Integration with
AADHAAR
– Integration with Payment
Gateway
– Localisation of eDistrict
Application
– Asset Management Module
– CSC wise Transaction
reports & calculation of fee
for each SCA
15% Minutes of meeting of the Apex
Committee approving the e-District
application for all services agreed
between APTS/SDA and the successful
bidder.
4. STQC Certification 5% Copy of the STQC certification
5. “Go-Live” in at least 25% Districts 10% Definition of “Go-Live” is appended
6. “Go-Live” in at least 50% Districts 5% below
7. “Go-Live” in at least 75% Districts 5%
8. “Go-Live” in 100% Districts 5%
9. Operations and Maintenance
Phase
36% To be paid quarterly (3% per quarter) for
36 months
10.
Successful Exit Management
9%
Minutes of meeting of the Apex
Committee
Total 100%Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 55 | P a g e
Definition of Go-Live
Go-Live in the current context of eDistrict Services Application can be defined as provision of
the identified Services to the citizens through the application consistently as per the SLAs
defined for a period of 30 days
Annexures
ANNEXURE A – FORMAT FOR CHANGE COTROL NOTICE
Change Control Note CCN Number:
Part A: Initiation
Title:
Originator:
Sponsor:
Date of Initiation:
Details of Proposed Change
(To include reason for change and appropriate details/specifications. Identify any attachments
as A1, A2, and A3 etc.)
Authorised by APTS/SDA Date:
Name:
Signature:
Received by the SI
Date:
Name:
Signature:
Change Control Note CCN Number:
Part B : Evaluation
(Identify any attachments as B1, B2, and B3 etc.)
Changes to Services, charging structure, payment profile, documentation, training, service
levels and component working arrangements and any other contractual issue.
Brief Description of Solution:Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 56 | P a g e
Impact:
Deliverables:
Timetable:
Charges for Implementation:
(including a schedule of payments)
Other Relevant Information:
(including value-added and acceptance criteria)
Authorised by the ‘System
integrator’
Date:
Name:
Signature:
Change Control Note CCN Number :
Part C : Authority to Proceed
Implementation of this CCN as submitted in Part
A, in accordance with Part B is: (tick as
appropriate)
Approved
Rejected
Requires Further Information (as follows, or as
Attachment 1 etc.)
For APTS/‘State Designated Agency’ and its
nominated agencies
For the ‘System integrator’
Signature Signature
Name Name Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 57 | P a g e
Title Title
Date Date Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 58 | P a g e
ANNEXUREB – LISTOF SERVICES PROVIDED BY THE ‘System integrator’
Various services to be offered by the ‘System integrator’broadly will consist of
Application Development
1. Develop customisable/configurable eDistrict Services applicationincluding Integration
& Interfacing Requirements
2. Replicate, Customize/Enhance e-District ServicesApplication developed for Pilot
statesincluding Integration & Interfacing Requirements
3. Fulfilling Capacity Building and Training
4. Obtain STQC Certification for eDistrict Application
Operations & Maintennace Support
1. Post Implementation Support for the eDistrictApplication (Enhancements Including bug
fixing)
2. Providing for Annual Technical Support for entire eDistrict Project (H/W-both at SDC
and department locations, Network connectivity and Application)
3. Centralized Help Desk Support for entire eDistrict Project (H/W-both at SDC and
department locations, Network connectivity and Application) for all incidents and
problems
Note:
APTS/‘State Designated Agency’ will sign the end user license agreement for the software
brought from any 3rd party for the purpose of this Project however SI shall be solely
responsible to make payment for the cost of software to such third party software vendor. Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 59 | P a g e
ANNEXURE C –REQUIRED DELIVERABLE AND ASSOCIATED TIMELINES
S.
No. Project Activity Deliverables
Timelines (from
signing of contract)
1.
Project initiation &
Solution Design
i. Suggesting Re-engineered
processes (as per the industry’s
best practices) after studying &
validating the existing documents
–Updated FRS document
ii. Software Requirement
Specifications & Design
Documents
iii. Mapping report of application
lifted from other State with the
FRS / To-Be processes
iv. Deployment plan including the
testing & acceptance plan
2 months
2.
Development /
customization and
implementation of the
application to meet
the requirements
Development / customization and
implementation of the Wave 1* modules
By 5th month
Development / customization and
implementation of the Wave 2* modules By 8th month
3.
Training to the staff
members and
stakeholders and
necessary Change
Management
Satisfactory training sessions to the staff
members for the Wave 1 modules
By 5th month
Satisfactory training sessions to the staff
members for the Wave 2 modules
By 8th month
7.
Operations and
maintenance
Operations and maintenance support for
Wave 1 modules
To be started from
successful
implementation of Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 60 | P a g e
S.
No. Project Activity Deliverables
Timelines (from
signing of contract)
Wave 1 modules till
the completion of Wave
2 modules i.e
completion of the
project(Implementation
support –Free of cost
for about 6 months
only).
Operations and maintenance support for
Wave 2 modules
For a period of 3 years
from successful
implementation of
Wave 2i.e completion
of the whole project
scope(Wave1+Wave 2
*Wave 1 consists of 20 services ( mix of both new & customizable)
*Wave 2 consists of remaining services. Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 61 | P a g e
ANNEXURE D–BIDRESPONSE
1. TECHNICAL BID RESPONSE
The Indicative response broadlyshould cover the following apart from addressing all the
requirements of the RFP Scope (Section 5)
Understanding of the Engagement
System Integrator(SI) Scope of the work
Solution Architecture
Functional Overview
System Architecture
H/W and S/W requirements
Integration and Interfacing Requirments
Alignment to the integrated framework
Implementation Approach
System Integration Strategy
Development Approach
The Development Plan should also cover Interface Integration, risk management and
timelines
Departmental Phasing -Priorities & Sequence
Functional Phasing -Priorities & Sequence
Deployment Approach
The Deployment Plan should also cover Interface Integration risk management and timelines
Organizational Change Management approach
Geographical Phasing -Priorities & Sequence
Post Implementation Support Approach
The Operations and Maintenance Plan with Approach and timelines
ANNEXURE E- FINANCIAL BID RESPONSE:
S.
No.
Item Total Price
Taxes
(wherever
applicable)
Total cost
(total price +
taxes)
a)
Application Development and
Customization and database
creation cost for eDistrict
Application (A)
b)
Operations and Maintenance Costs
(Quarterly Expenses for 3 years of Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 62 | P a g e
contract after ‘”Go-Live”) (B)
c)
Capacity Building &Training cost
(C)
d) Others (please provide details) (D)
Total Cost
Total cost in figures:
a. Details of Cost Components
S.
No.
Category
Component No of
Componen
ts / Units of
Service (X)
Rate
(per
unit)
(Y)
Total
Cost ( =
X*Y)
A. Application Development & Database Creation
1.
Develop customisable/configurable eDistrict
Services application and Portal Development
for 30 new services Including Integration &
Interfacing Requirements
2
Replicate, Customize/Enhance e-District
Services Application developed for Pilot states
or from any other departments/sources
identified by the state/SDA. i.e for the 20
services Including Integration & Interfacing
Requirements
3 STQC Certification for eDistrict Application
Total A:
B : Operations and Maintenance Costs (Quarterly Expenses for <3> years of contract after ‘”Go-Live”)
(B)
1.
Post Implementation Support for the eDistrict
Application (Enhancements Including bug
fixing)
2.
Providing for Annual Technical Support for
entire eDistrict Project (H/W-both at SDC and
department locations, Network connectivity
and Application)
3.
Centralized Help Desk Support for entire
eDistrict Project (H/W-both at SDC and
department locations, Network connectivity
and Application) for all incidents and problems
Total B:
C. Capacity Building and Training Contract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 63 | P a g e
S.
No.
Category
Component No of
Componen
ts / Units of
Service (X)
Rate
(per
unit)
(Y)
Total
Cost ( =
X*Y)
Training Cost Per Person for
1. General Awareness and Basic computer skills
<Nos.
resources
to be
trained>
K
2. Advanced training on the Application modules
<Nos.
resources
to be
trained>
L
3.
Training on use of Digital Signatures
• A one-time training to all the concerned officials in the
usage of digital signatures,
• On-demand web based training for the new officials
taking charge of eDistrict service provisioning
Nos.
resources
to be
trained> M
Total C:
D. Others
1.
2.
Total :
b. Summary of Man-month rates
S.No Role Nos. Rate/Month Total
Application Development & Database
Creation
1. Project Manager
2. System Administrator
3. Database Administrator
4. Programmer
Operations and Maintenance
1 Technical Support Staff
2
Capacity Building and TrainingContract Agreement for the State Wide Roll-out of e-district MMP in the State of Andhra Pradesh
State-wide rollout of the eDistrict MMP 64 | P a g e
1 Trainer
2 Draft Contract for System Integrators for e-District
State-wide rollout of the eDistrict MMP 65 | P a g e
ANNEXURE F – ROLESAND RESPONSIBILITIES OF THE PARTIES
Roles and Responsibilities of ‘System integrator’
1. Preparation of Detailed Project Plan in line with the overall plan provided in the
RFP. The same should be prepared in consultation with APTS/‘State Designated
Agency’.
2. Develop / customize deloy and maintain the requisite Software Solution as per the
requirements of the RFP at appropriate locations.
3. Provide necessary support for the resolution of bugs, patches & upgrades of the
software solution.
4. Provide necessary manpower for managing the Change Requests.
5. Design various manuals like User manual, Trouble Shooting manual etc. for the
system.
6. Provide computer basic skills training and advanced training on application modules
to the staff members and stakeholders of the Corporation.
7. Maintain the business continuity.
8. Deploy the required manpower to manage the operations.
9. Ensuring the SLAs for downtime of system, software development / customization,
Management and quality control of all services and Meet the defined SLAs for the
performance of the system.
10. Any other services which is required for the successful execution of the project.
11. Regular Backup as per the schedule and Disaster Recovery.
12. Generation of MIS reports as per the requirements of APTS/‘State Designated
Agency’.
13. Generation of the report for the monitoring of SLAs.
14. Meet the defined Technical Specifications for the IT Infrastructure keeping in mind
the application and future requirements of the Corporation.
Roles and Responsibilities of APTS/‘State Designated Agency’
1. Provide adequate space at the APTS/‘State Designated Agency’s HQ for setting up of
infrastructure, software development and other activities to be carried out by the
Bidder.
2. Coordination between all the divisions for providing necessary information for the
study and development / customization of the necessary solution.
3. Co-ordination with DIT, and other state agencies to assist the selected bidder in
execution of the project.
4. Coordinate with Bidder for conducting workshops for the Stakeholder departments.
5. Monitoring of overall timelines, SLAs and calculation of penalties accordingly. Draft Contract for System Integrators for e-District
State-wide rollout of the eDistrict MMP 66 | P a g e
6. Facilitating the User Departments and Representatives of APTS/SDA/SPMU for
Conducting UAT for the application solution deployed.
7. Issuing the Acceptance Certificate on successful deployment of the software
application and for other components of the Scope of Work (wherever required).
8. Any other requirements that could arise during operations for effective governance
and to meet any administrative requirement.
9. To create internal capacity now for execution of the project after takeover from the
bidder.
10. Ensuring the staff members and other stakeholders attend the training programs as per
the schedule defined by the bidder and agreed upon by APTS/‘State Designated
Agency’.
11. Provide sign off on the deliverables of the project including FRS,SRS, design
documents etc. Draft Contract for System Integrators for e-District
State-wide rollout of the eDistrict MMP 67 | P a g e
NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made on this the <<’Day’>> day of <<’Month’>> 20— at
<<’Location’>>, India.
BETWEEN
Andhra Pradesh Technology Services (APTS) having its office at —————————————
————————— India hereinafter referred to as APTS/‘State Designated Agency’or ‘——
————’, which expression shall, unless the context otherwise requires, include its
permitted successors and assigns);
AND
<<’Implementing Agency Full Name’>>, a Company incorporated under the Companies Act,
1956, having its registered office at <<’Implementing Agency Regd Office’>> (hereinafter
referred to as ‘the ‘System integrator’/SI’ which expression shall, unless the context otherwise
requires, include its permitted successors and assigns).
Each of the parties mentioned above are collectively referred to as the ‘Parties’ and
individually as a ‘Party’.
WHEREAS:
1. APTS/State Designated Agencyisdesirous to implement the project of eDistrict
Application which is a Mission Mode Project (MMP) as per NeGP.
2. The APTS/SDA and ‘System integrator’have entered into a Master Services Agreement
dated <<’Date’>> (the “MSA”) as well as a Service Level Agreement dated <<’Date’>>
(the “SLA”) in furtherance of the Project.
3. Whereas in pursuing the Project (the “Business Purpose”), a Party (“Disclosing Party)
recognizes that they will disclose certain Confidential Information (as defined
hereinafter) to the other Party (“Receiving Party”).
4. Whereas such Confidential Information (as defined hereinafter) belongs to Receiving
Party as the case may be and is being transferred to the Disclosing Party to be used
only for the Business Purpose and hence there is a need to protect such information
from unauthorized use and disclosure.
NOW THEREFORE, in consideration of the mutual covenants, promises, assurances, Draft Contract for System Integrators for e-District
State-wide rollout of the eDistrict MMP 68 | P a g e
representations and provisions set forth herein, the Parties hereto agree as follows:
Definitions and Interpretation
1.3 Definitions
Terms and expressions used in this Agreement (including the Introduction) shall have the
same meanings set out in Schedule I of MSA.
1.4 Interpretation
In this Agreement, unless otherwise specified:
(a) references to Clauses, Sub-Clauses, Paragraphs and Schedules are to clauses,
sub-clauses, paragraphs of and schedules to this Agreement;
use of any gender includes the other genders;
references to a ‘company’ shall be construed so as to include any company, corporation or
other body corporate, wherever and however incorporated or established;
references to a ‘person’ shall be construed so as to include any individual, firm, company,
government, state or agency of a state, local or municipal authority or government body or
any joint venture, association or partnership (whether or not having separate legal
personality);
a reference to any statute or statutory provision shall be construed as a reference to the same
as it may have been, or may from time to time be, amended, modified or re-enacted;
any reference to a ‘day’ (including within the phrase ‘business day’) shall mean a period of 24
hours running from midnight to midnight;
references to a ‘business day’ shall be construed as a reference to a day (other than a Sunday)
on which banks in the state of Andhra Pradesh are generally open for business;
references to times are to Indian standard time;
a reference to any other document referred to in this Agreement is a reference to that other
document as amended, varied, novated or supplemented at any time; and
all headings and titles are inserted for convenience only. They are to be ignored in the
interpretation of this Agreement.
1.5 Measurements and Arithmetic Conventions
All measurements and calculations shall be in the metric system and calculations done to 2
(two) decimal places, with the third digit of 5 (five) or above being rounded up and below 5
(five) being rounded down except in money calculations where such amounts shall be
rounded off to the nearest INR. Draft Contract for System Integrators for e-District
State-wide rollout of the eDistrict MMP 69 | P a g e
1.6 Ambiguities within Agreement
In case of ambiguities or discrepancies within this Agreement, the following principles shall
apply:
(a) as between two Clauses of this Agreement, the provisions of a specific Clause
relevant to the issue under consideration shall prevail over those in a general
Clause;
as between the provisions of this Agreement and the Schedules, the Agreement shall prevail,
save and except as expressly provided otherwise in the Agreement or the Schedules; and
as between any value written in numerals and that in words, the value in words shall prevail.
1.5 Priority of agreements
The Parties hereby expressly agree that for the purpose of giving full and proper effect to this
Agreement, the MSA and this Agreement shall be read together and construed harmoniously.
In the event of any conflict between the MSA and this Agreement, the provisions contained in
the MSA shall prevail over this Agreement.
Term
This Agreement will remain in effect for five years from the date of the last disclosure of
Confidential Information (“Term”), at which time it will terminate, unless extended by the
disclosing party in writing.
Scope of the Agreement
(a) This Agreement shall apply to all confidential and proprietary information
disclosed by Disclosing Party to the Receiving Party and other information
which the disclosing party identifies in writing or otherwise as confidential
before or within (30) thirty days after disclosure to the Receiving Party
(“Confidential Information”). Such Confidential Information consists of certain
specifications, documents, software, prototypes and/or technical information,
and all copies and derivatives containing such Information that may be
disclosed to the Disclosing Party for and during the Business Purpose, which a
party considers proprietary or confidential.
(b) Such Confidential Information may be in any form or medium, tangible or
intangible, and may be communicated/disclosed in writing, orally, or through
visual observation or by any other means to the Receiving Party. Draft Contract for System Integrators for e-District
State-wide rollout of the eDistrict MMP 70 | P a g e
Obligations of the Receiving Party
The Receiving Party shall:
(a) use the Confidential Information only for the Business Purpose and shall hold
the Confidential Information in confidence using the same degree of care as it
normally exercises to protect its own proprietary information, taking into
account the nature of the Confidential Information, and
grant access to Confidential Information only to its employees on a ‘need to know basis’ and
restrict such access as and when not necessary to carry out the Business Purpose.
cause its employees to comply with the provisions of this Agreement;
reproduce Confidential Information only to the extent essential to fulfilling the Business
Purpose, and
prevent disclosure of Confidential Information to third parties;
disclose the Confidential Information to its consultants/contractors on a need to know basis;
provided that by doing so, the Receiving Party agrees to bind such consultants/ contractors to
terms at least as restrictive as those stated herein. The Receiving Party upon making a
disclosure under this Clause shall:
I. advise the consultants/contractors of the confidentiality obligations imposed
on them by this Clause.
II. upon the Disclosing Party’s request, the Receiving Party shall either return to
the disclosing party all Confidential Information or shall certify to the
disclosing party that all media containing Confidential Information have been
destroyed with evidence.
III. Provided, however, that an archival copy of the Confidential Information may
be retained in the files of the Receiving Party’s counsel, solely for the purpose
of proving the contents of the Confidential Information.
IV. not to remove any of the other Party’s Confidential Information from the
premises of the Disclosing Party without prior written approval.
V. exercise extreme care in protecting the confidentiality of any Confidential
Information which is removed, only with the Disclosing Party’s prior written
approval, from the Disclosing Party’s premises. Each 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 Confidential
Information and all copies must be returned by a certain date, and that no
copies are to be made off of the premises.
VI. Upon the Disclosing Party’s request, the Receving Party shall promptly return
to the Disclosing Party all tangible items containing or consisting of the Draft Contract for System Integrators for e-District
State-wide rollout of the eDistrict MMP 71 | P a g e
disclosing party’s Confidential Information all copies thereof.
Exceptions to Confidential Information
The foregoing restrictions on each party’s use or disclosure of Confidential Information shall
not apply to the Confidential Information that the Receiving Party can demonstrate that such
Confidential Information:
was independently developed by or for the Receiving Party without reference to the
Information, or was received without restrictions; or
has become generally available to the public without breach of confidentiality obligations of
the Receiving Party; or
I. was in the Receiving Party’s possession without restriction or was known by the
Receiving Party without restriction at the time of disclosure; or
II. is the subject of a subpoena or other legal or administrative demand for disclosure;
provided, however, that the Receiving Party has given the disclosing party prompt
notice of such demand for disclosure and the Receiving Party reasonably
cooperates with the disclosing party’s efforts to secure an appropriate protective
order; or
III. is disclosed with the prior consent of the disclosing party; or
IV. was in its possession or known to it by being in its use or being recorded in its files
or computers or other recording media prior to receipt from the disclosing party
and was not previously acquired by the Receiving Party from the disclosing party
under an obligation of confidence; or
V. 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.
Ownership of the Confidential Information
I. Each Party recognizes and agrees that all of the disclosing Party’s Confidential
Information is owned solely by the Disclosing Party (or its licensors) and that
the unauthorized disclosure or use of such Confidential Information would
cause irreparable harm and significant injury, the degree of which may be
difficult to ascertain.
II. By disclosing the Confidential Information or executing this Agreement,
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 Draft Contract for System Integrators for e-District
State-wide rollout of the eDistrict MMP 72 | P a g e
infringement of intellectual property rights and all warranties as to the
accuracy or utility of such information.
III. Access to Confidential Information hereunder shall not preclude an individual
who has seen such Confidential Information for the purposes of this
Agreement from working on future projects for the Disclosing Party which
relate to similar subject matters, provided that such individual does not make
reference to the Confidential Information and does not copy the substance of
the Confidential Information during the Term. Furthermore, nothing contained
herein shall be construed as imposing any restriction on the Receving Party’s
disclosure or use of any general learning, skills or know-how developed by the
Receving Party’s personnel under this Agreement.
IV. Execution of this Agreement and the disclosure of Confidential Information
pursuant to this Agreement do not constitute or imply any commitment,
promise, or inducement by either Party to make any purchase or sale, or to
enter into any additional agreement of any kind.
Dispute Resolution
I. If a dispute arises in relation to the conduct of this Contract (Dispute), a party
must comply with this clause 7 before starting arbitration or court proceedings
(except proceedings for urgent interlocutory relief). After a party has sought or
obtained any urgent interlocutory relief that party must follow this clause 7.
II. A party claiming a Dispute has arisen must give the other parties to the
Dispute notice setting out details of the Dispute.
III. During the 14 days after a notice is given under clause 7(b) (or longer period if
the parties to the Dispute agree in writing), each party to the Dispute must use
its reasonable efforts through a meeting of Senior Executive (or their nominees)
to resolve the Dispute. If the parties cannot resolve the Dispute within that
period then any such dispute or difference whatsoever arising between the
parties to this Contract out of or relating to the construction, meaning, scope,
operation or effect of this Contract or the validity of the breach thereof shall be
referred to a sole arbitrator to be appointed by mutual consent of both the
parties herein. If the parties cannot agree on the appointment of the arbitrator
within a period of one month from the notification by one party to the other of
existence of such dispute, then the Arbitrator shall be appointed by the High
Court of the jurisdiction specified in this agreement. The provisions of the
Arbitration and Conciliation Act, 1996 will be applicable and the award made Draft Contract for System Integrators for e-District
State-wide rollout of the eDistrict MMP 73 | P a g e
there under shall be final and binding upon the parties hereto, subject to legal
remedies available under the law. Such differences shall be deemed to be a
submission to arbitration under the Indian Arbitration and Conciliation Act,
1996, or of any modifications, Rules or re-enactments thereof. The Arbitration
proceedings will be held at the jurisdiction specified in Item 27. Any legal
dispute will come under the sole jurisdiction specified in Item 27.
IV. The Receving Party agrees that the Disclosing Party shall 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.
Variation
This Agreement may only be varied in writing and signed by both Parties.
Waiver
Waiver including partial or conditional waiver, by either Party of any default by the other
Party in the observance and performance of any provision of or obligations under this
Agreement:-
I. shall be in writing
II. shall not operate or be construed as a waiver of any other or subsequent default hereof
or of other provisions of or obligations under this Agreement;
III. shall be executed by a duly authorized representative of the Party; and
IV. shall not affect the validity or enforceability of this Agreement in any manner.
Exclusion of Implied Warranties
This Agreement expressly excludes any warranty, condition or other undertaking implied at
law or by custom or otherwise arising out of any other agreement between the Parties or any
representation by either Party not contained in a binding legal agreement executed by both
Parties.
Entire Agreement
This Agreement and the Annexure together constitute a complete and exclusive statement of
the terms of the agreement between the Parties on the subject hereof, and no amendment or
modification hereto shall be valid and effective unless such modification or amendment is
agreed to in writing by the Parties and duly executed by persons especially empowered in this Draft Contract for System Integrators for e-District
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behalf by the respective Parties. All prior written or oral understandings, offers or other
communications of every kind pertaining to this Agreement are abrogated and withdrawn.
Severability
If for any reason whatever, any provision of this Agreement is or becomes invalid, illegal or
unenforceable or is declared by any court of competent jurisdiction or any other
instrumentality to be invalid, illegal or unenforceable, the validity, legality or enforceability of
the remaining provisions shall not be affected in any manner, and the Parties shall negotiate
in good faith with a view to agreeing to one or more provisions which may be substituted for
such invalid, unenforceable or illegal provisions, as nearly as is practicable to such invalid,
illegal or unenforceable provision. Failure to agree upon any such provisions shall not be
subject to the dispute resolution procedure set forth under this Agreement or otherwise.
No Partnership
This Agreement shall not be interpreted or construed to create an association, joint venture or
partnership between the Parties, or to impose any partnership obligation or liability upon
either Party, and neither Party shall have any right, power or authority to enter into any
agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative
of, or to otherwise bind, the other Party except as expressly provided under the terms of this
Agreement.
Third Parties
This Agreement is intended solely for the benefit of the Parties and their respective successors
and permitted assigns, and nothing in this Agreement shall be construed to create any duty
to, standard of care with reference to, or any liability to, any person not a Party to this
Agreement.
Successors and Assigns
The Agreement shall be binding on and shall inure to the benefit of the Parties and their
respective successors and permitted assigns.
Notices
Any notice or other communication to be given by any Party to the other Party under or in
connection with the matters contemplated by this Agreement shall be in writing and shall be
given by hand delivery with acknowledge Form, recognized courier, registered post, email or
facsimile transmission and delivered or transmitted to the Parties at their respective addresses
set forth below Draft Contract for System Integrators for e-District
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If to APTS/‘State Designated Agency’:
Attn: <***>
Tel:
Fax:
Email:
Contact:
With a copy to:
If to the <<‘System integrator’>>:
Attn. <***>
Phone: <<’SI Telephone’>>
Fax No. <<’SI Fax’>>
Language
All notices required to be given by one Party to the other Party and all other communications,
documentation and proceedings which are in any way relevant to this Agreement shall be in
writing and in the English language.
Counterparts
This Agreement may be executed in counterparts, each of which, when executed and
delivered, shall constitute an original of this Agreement.
Mitigation
Without prejudice to any express provisions of this Agreement on any mitigation obligations
of the Parties, each of the APTS/‘State Designated Agency’ and the ‘System integrator’ shall at
all times take all reasonable steps to minimize and mitigate any loss for which the relevant
Party is entitled to bring a claim against the other Party pursuant to this Agreement.
Removal of Difficulties
The Parties acknowledge that it is conceivable that the Parties may encounter difficulties or
problems in the course of implementation of the Project and the transactions envisaged under
this Agreement. The Parties agree and covenant that they shall mutually discuss such Draft Contract for System Integrators for e-District
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difficulties and problems in good faith and take all reasonable steps necessary for removal or
resolution of such difficulties or problems.
IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED AND DELIVERED THIS
AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN.
SIGNED, SEALED AND DELIVERED
For and on behalf of the <<‘System
integrator’>>by:
SIGNED, SEALED AND DELIVERED
For and on behalf of the <<‘State
Designated Agency’>> by:
(Signature)
(Name)
(Designation)
(Address)
(Fax No.)
(Signature)
(Name)
(Designation)
(Address)
(Fax No.)
In the presence of:
1.
2. Draft Contract for System Integrators for e-District
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SERVICE LEVEL AGREEMENT
THIS AGREEMENT is made on this the <<’Day’>> day of <<’Month’>> 20—- at
<<’Location’>>, India.
BETWEEN
——————————————————————————- having its office at ——————–
———————————————- India hereinafter referred to as APTS/‘State Designated
Agency’or ‘Buyer’, which expression shall, unless the context otherwise requires, include its
permitted successors and assigns);
AND
’Implementing Agency Full Name’, a Company incorporated under the Companies Act, 1956,
having its registered office at <<’Location’>> (hereinafter referred to as the ‘System
integrator’/SI’ which expression shall, unless the context otherwise requ ires, include its
permitted successors and assigns).
Each of the parties mentioned above are collectively referred to as the ‘Parties’ and
individually as a ‘Party’.
WHEREAS:
1. APTS/‘State Designated Agency’ is desirous to implement the project of eDistrict in the
State of Andhra Pradesh.
2. The Buyer and ‘System integrator’ have entered into a Master Services Agreement dated
<<’’Date’>> (the “MSA”).
NOW THEREFORE, in consideration of the mutual covenants, promises, assurances,
representations and provisions set forth herein, the Parties hereto agree as follows:
Definitions and Interpretation
1.1 Definitions
Terms and expressions used in this Agreement (including the Introduction) shall have the
meanings set out in Annexure A.
1.2 Interpretation
In this Agreement, unless otherwise specified:
references to Clauses, Sub-Clauses, Paragraphs and Schedules are to clauses, sub-clauses,
paragraphs of and schedules to this Agreement; Draft Contract for System Integrators for e-District
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use of any gender includes the other genders;
references to a ‘company’ shall be construed so as to include any company, corporation or
other body corporate, wherever and however incorporated or established;
references to a ‘person’ shall be construed so as to include any individual, firm, company,
government, state or agency of a state, local or municipal authority or government body or
any joint venture, association or partnership (whether or not having separate legal
personality);
a reference to any statute or statutory provision shall be construed as a reference to the same
as it may have been, or may from time to time be, amended, modified or re-enacted;
any reference to a ‘day’ (including within the phrase ‘business day’) shall mean a period of 24
hours running from midnight to midnight;
references to a ‘business day’ shall be construed as a reference to a day (other than a Sunday)
on which banks in the state of Andhra Pradeshare generally open for business;
references to times are to Indian Standard Time;
a reference to any other document referred to in this Agreement is a reference to that other
document as amended, varied, novated or supplemented at any time; and
all headings and titles are inserted for convenience only. They are to be ignored in the
interpretation of this Agreement.
1.3 Measurements and Arithmetic Conventions
All measurements and calculations shall be in the metric system and calculations done to 2
(two) decimal places, with the third digit of 5 (five) or above being rounded up and below 5
(five) being rounded down except in money calculations where such amounts shall be
rounded off to the nearest INR.
1.4 Ambiguities within Agreement
In case of ambiguities or discrepancies within this Agreement, the following principles shall
apply:
(a) as between two Clauses of this Agreement, the provisions of a specific Clause
relevant to the issue under consideration shall prevail over those in a general
Clause;
as between the provisions of this Agreement and the Schedules, the Agreement shall prevail,
save and except as expressly provided otherwise in the Agreement or the Schedules; and
as between any value written in numerals and that in words, the value in words shall prevail.
1.5 Priority of agreements
The Parties hereby expressly agree that for the purpose of giving full and proper effect to this
Agreement, the MSA and this Agreement shall be read together and construed harmoniously. Draft Contract for System Integrators for e-District
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In the event of any conflict between the MSA and this Agreement, the provisions contained in
the MSA shall prevail over this Agreement.
Structure
This SLA shall operate as a legally binding services agreement specifying terms which apply to the
Parties in relation to the provision of the Services by the ‘System integrator’ to the Buyer and
itsnominated agencies under this Agreement and the MSA.
Objectives of this SLA
The ‘System integrator’ shall be required to ensure that the Service Levels which shall ensure
the following:
Improving the efficiency of operations of the departments leveraging the benefits in new
system in order to:
1. Reduce of manual records and replace with computerized standardized documents.
2. Infuse transparency in operations by enabling the stakeholders to have easy access to
the records and provision of login ids and biometrics to infuse accountability in
operations
3. Enable faster request processing in delivery of services with better turn around time.
4. Facilitate automated data transfer with state-wide connectivity to prevent unnecessary
duplication & simplify preparation of registers and reports.
5. Generate meaningful MIS from the system.
6. Provide inbuilt mechanism of security and quality control for crucial dealer data.
To meet the aforementioned objectives the ‘System integrator’ will provide the Service Levels
in accordance with the performance metrics as set out in detail in this Agreement. Further this
Agreement shall govern the provision of the contracted professional services of the ‘System
integrator’ to the ‘State Designated Agency’ and its nominated agencies after the Effective Date.
Scope of SLA
This Agreement has been executed in relation to the outsourcing portion of the
Projectbetween the Parties. The detailed Service Levels have been set out in Annexure B to
this Agreement.
This Agreement shall ensure the following:
1. Establishment of mutual responsibilities and accountability of the Parties;
2. Definition each Party’s expectations in terms of services provided;
3. Establishment of the relevant performance measurement criteria;
4. Definition of the availability expectations; Draft Contract for System Integrators for e-District
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The following parties are obligated to follow the procedures as specified by this Agreement:
(a) Buyer
(b) ‘System integrator’
Agreement Owners
The following personnel shall be notified to discuss the Agreement and take into
consideration any proposed SLA change requests:
Title Telephone Email
Buyer
MD,APTS /State
Designated Agency
<<’Telephone
SDA’>>
<<’email
SDA’>>
<<‘System
integrator’>>
Authorized
Representative, SI
<<‘State Designated
Agency’>>
<<’Telephone SI’>> <<’email
SI’>>
Contact List
In the event that there is any change in the listed contacts, the same shall be communicated
and updated prior to such change occurring. The Single Point of Contact (“POC”) for the
‘System integrator’ shall be <<’POC Name’>> and will be available 24X7.
Name Title Location Telephone
Buyer MD,APTS<<‘State
Designated Agency’>>
<<’Location
SDA’>>
<<’Telephone
SDA’>>
<<‘System
integrator’>>
Authorized
Representative, SI
<<‘State Designated
Agency’>>
<<’Location SI’>> <<’Telephone
SI’>>
Principal Contacts
The Buyer and the ‘System integrator’ will nominate a senior staff member to be the principal
contact regarding operation of this Agreement. At the date of signing of this Agreement, the
nominated principal contacts are:
Buyer principal contact: M.D, APTS,________________________ Draft Contract for System Integrators for e-District
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‘System integrator’principal contact: _________________________
Commencement and Duration of this Agreement
Agreement shall commence on the date on which it is executed by the Buyer and the System
integrator (hereinafter the “Effective Date”) and shall, unless terminated earlier in accordance
with its terms or unless otherwise agreed by the Parties, expire on the date on which this
Agreement expires or terminates, which shall be a period of five years starting from the date
of the Final Acceptance Test.
Exclusions to the Agreement
This Agreement shall not govern the following services:
I. Consulting services; and
II. System integrator’s business processes not related to the Project.
Terms of Payment and Penalties
I. In consideration of the Services and subject to the provisions of the MSA and this
Agreement, the Buyer shall pay the amounts in accordance with the Terms of
Payment Schedule of the MSA.
II. For the avoidance of doubt, it is expressly clarified that the Buyer and/or its
nominated agencies may also calculate a financial sum and debit the same against
the terms of payment as defined in the Terms of Payment Schedule of the MSA as
a result of the failure of the System integrator to meet the Service Levels set out as
Annexure B of this Agreement, such sum being determined in accordance with the
terms of the set out as Annexure B of this Agreement.
Updating of this Agreement
I. The Parties anticipate that this Agreement shall need to be re-evaluated and modified to
account for changes in work environment and technology from time to time. Hence they
herby agree to revise the terms of the Agreement on an annual basis.
II. The Parties hereby agree upon the following procedure for revising this Agreement:
A. Any and all changes to this Agreement will be initiated in writing between the
Buyer and the System integrator, The service levels in this Agreement shall be
considered to be standard for the Buyer and shall only be modified if both Parties
agree to an appended set of terms and conditions;
B. Only the Buyer or the System integrator may initiate a revision to this Agreement;
C. A notice of the proposed revision (“SLA Change Request”) shall be served to the
Buyer or the System integrator as the case may be; Draft Contract for System Integrators for e-District
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D. The SLA Change request would be deemed to be denied in case it is not approved
within a period of 10 Working Days
E. In the event that Buyer/System integrator approves of the suggested change the
change shall be communicated to all the Parties and the SLA Change request
would be appended to the Agreement;
F. The Buyer shall update and republish the text of Agreement annually to include all
the SLA Change Requests that have been appended to the Agreement during the
course of the year. Such republished Agreement shall be circulated to all the
Parties within 5 working Days days of such change taking place.
Document History
All revisions made to this Agreement shall be listed in chronological order as per the format
set out below and a copy of the same shall be provided to the Parties:
Version Date Description of changes
<<’Version’>> <<’Date’>> <<’Desc’>>
Scope of Services
I. The ‘System integrator’ shall ensure that Services are available at various locations as
per the requirements of the project;
II. The ‘System integrator’ shall provide support services for addressing problems related
to the provision of services of the selected bidder through the POC(Point of Contact).
Such POC shall be available over telephone on <<’Telephone SI’>> number 24 hours a
day, 7 days a week
III. The ‘System integrator’ guarantees that he shall achieve the Service Levels for the
Project;
IV. The ‘System integrator’ shall be liable to penalties in case of failure to comply with the
Service Levels. However any delay not attributable to the ‘System integrator’ shall not
be taken into account while computing adherence to the Service Levels.
Performance Review
The POC’s of both the Buyer and the ‘System integrator’ shall meet on a Monthlybasis till the
final Acceptance Testing and Quarterly Basis once the operations and Maintenance Phase starts to
discuss priorities, service levels and system performance. Additional meetings may be held at
the request of either the ‘System integrator’ or the Buyer. The agenda for these meetings shall
be as follows:
1. Review of Project Progress against the agreed Plan between Busyer and successful
SI Draft Contract for System Integrators for e-District
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2. Review of specific problems/exceptions and priorities
3. Review of Service performanceagainst SLAs and
4. Review of the operation of this Agreement and determine corrective action to
overcome deficiencies.
Representations and Warranties of Buyer
The Buyer hereby represents and warrants to the ‘System integrator’ as follows:
I. it has full power and authority to execute, deliver and perform its obligations under
this Agreement and to carry out the transactions contemplated herein and that it has
taken all actions necessary to execute this Agreement, exercise its rights and perform
its obligations, under this Agreement and carry out the transactions contemplated
hereby;
II. it has taken all necessary actions under Applicable Law to authorize the execution,
delivery and performance of this Agreement and to validly exercise its rights and
perform its obligations under this Agreement;
III. it has the financial standing and capacity to perform its obligations under the
Agreement;
IV. this Agreement has been duly executed by it and constitutes a legal, valid and binding
obligation enforceable against it in accordance with the terms hereof and its
obligations under this Agreement shall be legally valid, binding and enforceable
obligations against it in accordance with the terms thereof;
V. the execution, delivery and performance of this Agreement shall not conflict with,
result in the breach of, constitute a default under, or accelerate performance required
by any of the Applicable Laws or any covenant, contract, agreement, arrangement,
understanding, decree or order to which it is a party or by which it or any of its
properties or assets is bound or affected;
VI. there are no actions, suits or proceedings pending or, to its knowledge, threatened
against it at law or in equity before any court or before any other judicial, quasijudicial or other authority, the outcome of which may result in the default or breach of
this Agreement or which individually or in the aggregate may result in any material
impairment of its ability to perform its material (including any payment) obligations
under this Agreement;
VII. it has no knowledge of any violation or default with respect to any order, writ,
injunction or any decree of any court or any legally binding order of any Government
Instrumentality which may result in any material adverse effect on the System
integrator’s ability to perform its obligations under this Agreement and no fact or Draft Contract for System Integrators for e-District
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circumstance exists which may give rise to such proceedings that would adversely
affect the performance of its obligations under this Agreement.
Representations and Warranties of the ‘System integrator’
The ‘System integrator’ hereby represents and warrants to the Buyer as follows:
I. it is duly organized and validly existing under the laws of India, and has full power
and authority to execute and perform its obligations under this Agreement and to
carry out the transactions contemplated hereby;
II. it has taken all necessary corporate and other actions under Applicable Laws to
authorize the execution and delivery of this Agreement and to validly exercise its
rights and perform its obligations under this Agreement;
III. this Agreement has been duly executed by it and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with the terms hereof, and its
obligations under this Agreement shall be legally valid, binding and enforceable
obligations against it in accordance with the terms hereof;
IV. the execution, delivery and performance of this Agreement shall not conflict with,
result in the breach of, constitute a default under, or accelerate performance required
by any of the terms of its Memorandum and Articles of Association or any Applicable
Laws or any covenant, contract, agreement, arrangement, understanding, decree or
order to which it is a party or by which it or any of its properties or assets is bound or
affected;
V. there are no actions, suits, proceedings, or investigations pending or, to its knowledge,
threatened against it at law or in equity before any court or before any other judicial,
quasi-judicial or other authority, the outcome of which may result in the breach of this
Agreement or which individually or in the aggregate may result in any material
impairment of its ability to perform any of its material obligations under this
Agreement;
VI. it has no knowledge of any violation or default with respect to any order, writ,
injunction or decree of any court or any legally binding order of any government
instrumentality which may result in any material adverse effect on its ability to
perform its obligations under this Agreement and no fact or circumstance exists which
may give rise to such proceedings that would adversely affect the performance of its
obligations under this Agreement;
VII. it has complied with Applicable Law in all material respects and has not been subject
to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in
the aggregate have or may have a material adverse effect on its ability to perform its Draft Contract for System Integrators for e-District
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obligations under this Agreement;
VIII. no representation or warranty by it contained herein or in any other document
furnished by it to the Buyer or to any government instrumentality in relation to the
Required Consents contains or shall contain any untrue or misleading statement of
material fact or omits or shall omit to state a material fact necessary to make such
representation or warranty not misleading; and
IX. no sums, in cash or kind, have been paid or shall be paid, by it or on its behalf, to any
person by way of fees, commission or otherwise for entering into this Agreement or
for influencing or attempting to influence any officer or employee of the Buyer in
connection therewith.
Indemnities
The Parties agree to indemnify each other under this Agreement in accordance with the terms
and principles set out in the MSA.
Dispute Resolution
Any dispute, difference or claim arising out of or in connection with the Agreement which is
not resolved amicably shall be decided in accordance with the dispute resolution procedure
as set out in the MSA.
Miscellaneous
I. Assignment and charges
This Agreement shall be binding on and enure for the benefit of each Party’s successors in
title. No Party shall assign, or declare any trust in favour of a third party over, all or any part
of the benefit of, or its rights or benefits under, this Agreement.
II. Governing law and jurisdiction
This Agreement shall be construed and interpreted in accordance with and governed by the
laws of India, and the courts at the State of Andhra Pradesh shall have jurisdiction over
matters arising out of or relating to this Agreement.
III. Waiver of sovereign immunity
The Parties unconditionally and irrevocably:
A. agree that the execution, delivery and performance by them of the Agreement constitute
commercial acts done and performed for commercial purpose;
B. agree that, should any proceedings be brought against a Party or its assets, property or
revenues in any jurisdiction in relation to the Agreement or any transaction contemplated Draft Contract for System Integrators for e-District
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by the Agreement, no immunity (whether by reason of sovereignty or otherwise) from
such proceedings shall be claimed by or on behalf of such Party with respect to its assets;
C. waive any right of immunity which it or its assets, property or revenues now has, may
acquire in the future or which may be attributed to it in any jurisdiction; and
D. consent generally to the enforcement of any judgment or award against it in any such
proceedings to the giving of any relief or the issue of any process in any jurisdiction in
connection with such proceedings (including the making, enforcement or execution
against it or in respect of any assets, property or revenues whatsoever irrespective of their
use or intended use of any order or judgment that may be made or given in connection
therewith).
IV. Variation
This Agreement may only be varied in writing and signed by both Parties.
V. Waiver
A. Waiver including partial or conditional waiver, by either Party of any default by the other
Party in the observance and performance of any provision of or obligations under this
Agreement:-
1. shall be in writing
2. shall not operate or be construed as a waiver of any other or subsequent default
hereof or of other provisions of or obligations under this Agreement;
3. shall not be effective unless it is in writing and executed by a duly authorized
representative of the Party; and
4. shall not affect the validity or enforceability of this Agreement in any manner.
VI. Exclusion of implied warranties
This Agreement expressly excludes any warranty, condition or other undertaking implied at
law or by custom or otherwise arising out of any other agreement between the Parties or any
representation by either Party not contained in a binding legal agreement executed by both
Parties.
VII. Survival
A. Termination or expiration of the Term shall:
(a) not relieve the ‘System integrator’ or the Buyer, as the case may be, of any
obligations hereunder which expressly or by implication survive hereof; and
(b) except as otherwise provided in any provision of this Agreement expressly
limiting the liability of either Party, not relieve either Party of any obligations Draft Contract for System Integrators for e-District
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or liabilities for loss or damage to the other Party arising out of, or caused by,
acts or omissions of such Party prior to the effectiveness of such termination or
expiration or arising out of such termination or expiration.
B. All obligations surviving termination or expiration of the Term shall cease on termination
or expiration of the Term. In case the obligations have to survive for some period after
closure of the project due to some issues such as transition issues, the same may be agrred
between two parties
(h) Entire Agreement
This Agreement and the Annexure together constitute a complete and exclusive statement of
the terms of the agreement between the Parties on the subject hereof, and no amendment or
modification hereto shall be valid and effective unless such modification or amendment is
agreed to in writing by the Parties and duly executed by persons especially empowered in this
behalf by the respective Parties. All prior written or oral understandings, offers or other
communications of every kind pertaining to this Agreement are abrogated and withdrawn.
(i) Severability
If for any reason whatever, any provision of this Agreement is or becomes invalid, illegal or
unenforceable or is declared by any court of competent jurisdiction or any other
instrumentality to be invalid, illegal or unenforceable, the validity, legality or enforceability of
the remaining provisions shall not be affected in any manner, and the Parties shall negotiate
in good faith with a view to agreeing to one or more provisions which may be substituted for
such invalid, unenforceable or illegal provisions, as nearly as is practicable to such invalid,
illegal or unenforceable provision. Failure to agree upon any such provisions shall not be
subject to the dispute resolution procedure set forth under this Agreement or otherwise.
(j) No partnership
This Agreement shall not be interpreted or construed to create an association, joint venture or
partnership between the Parties, or to impose any partnership obligation or liability upon
either Party, and neither Party shall have any right, power or authority to enter into any
agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative
of, or to otherwise bind, the other Party except as expressly provided under the terms of this
Agreement.
(k) Third parties
This Agreement is intended solely for the benefit of the Parties and their respective successors
and permitted assigns, and nothing in this Agreement shall be construed to create any duty
to, standard of care with reference to, or any liability to, any person not a Party to this
Agreement. Draft Contract for System Integrators for e-District
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(l) Notices
Any notice or other communication to be given by any Party to the other Party under or in
connection with the matters contemplated by this Agreement shall be in writing and shall be
given by hand delivery with acknowledgement form, recognized courier, registered post,
email or facsimile transmission and delivered or transmitted to the Parties at their respective
addresses set forth below:
If to APTS/‘State Designated Agency’:
Attn: <***>
Tel:
Fax:
Email:
Contact:
With a copy to:
If to the ‘System integrator’:
Attn. <***>
Phone: <<’Telephone SI’>>
Fax No. <<’Fax SI’>>
(m) Language
All notices required to be given by one Party to the other Party and all other communications,
documentation and proceedings which are in any way relevant to this Agreement shall be in
writing and in the English language.
(n) Counterparts
This Agreement may be executed in two counterparts, each of which, when executed and
delivered, shall constitute an original of this Agreement.
(o) Mitigation
Without prejudice to any express provisions of this Agreement on any mitigation obligations
of the Parties, each of the Buyer and the ‘System integrator’ shall at all times take all
reasonable steps to minimize and mitigate any loss for which the relevant Party is entitled to
bring a claim against the other Party pursuant to this Agreement.
(p) Removal of Difficulties
The Parties acknowledge that it is conceivable that the Parties may encounter difficulties or
problems in the course of implementation of the Project and the transactions envisaged under Draft Contract for System Integrators for e-District
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this Agreement. The Parties agree and covenant that they shall mutually discuss such
difficulties and problems in good faith and take all reasonable steps necessary for removal or
resolution of such difficulties or problems.
IN WITNESS WHEREOF THE PARTIES HAVE EXEEUTED AND DELIVERED THIS
AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN.
SIGNED, SEALED AND DELIVERED
For and on behalf of the‘System
integrator’by:
SIGNED, SEALED AND DELIVERED
For and on behalf of the Buyer by:
(Signature)
(Name)
(Designation)
(Address)
(Fax No.)
(Signature)
(Name)
(Designation)
(Address)
(Fax No.)
In the presence of:
1.
2. Draft Contract for System Integrators for e-District
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ANNEXURE A – Definitions
Agreement means this Service Level agreement together with all Articles,
Annexures, Schedules and the contents and specifications of the RFP;
Applicable Law(s) means any statute, law, ordinance, notification, rule, regulation,
judgment, order, decree, bye-law, approval, directive, guideline,
policy, requirement or other governmental restriction or any similar
form of decision of, or determination by, or any interpretation or
administration of the <<‘State Designated Agency’>> as may be in
effect on the date of the execution of this Agreement and during the
subsistence thereof, applicable to the Project;
Business Hours shall mean the working time for <<‘State Designated Agency’>> users
which is 9:30 AM to 5:30 PM daily. Again for Web Server and other
components which enable successful usage of web portals of, <<‘State
Designated Agency’>>, the working time should be considered as 24
hours for all the days of the week. It is desired that IT maintenance,
other batch processes (like backup) etc. should be planned so that
such backend activities have minimum effect on the performance;
Effective Date shall have the same meaning ascribed to it in Clause 8;
MSA shall have the same meaning ascribed to it in Recital 2;
Parties means the Buyer and System integrator for the purposes of this
Agreement; “Party” shall be interpreted accordingly;
POC shall have the same meaning ascribed to it in Clause 6
Project shall have the same meaning ascribed to it in Recital 1;
SLA Change
Request
shall have the same meaning ascribed to it in Clause 11 (b) (iii);
Service Level means the level of service and other performance criteria which will
apply to the Services as set out in the SLA parameters effective
during the Term of this Agreement;
Term or
Agreement Period
Means the duration of this Agreement as set out in Clause 8 of this
Agreement.
Application
Response Time
Defined as time the system takes to fetch requested (a form or a
report) from the server. Draft Contract for System Integrators for e-District
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ANNEXURE B – Service Levels
This Section describes the service levels to be established for the Services offered by the SI to the State. The SI shall monitor and
maintain the stated service levels to provide quality service.
Service Level Requirements (SLR)
(a) SLA section provides for minimum level of services required as per contractual obligations based on performance indicators
and measurements thereof. The SI shall ensure provisioning of all required services while monitoring the performance of the
same to effectively comply with the performance levels.
(b) The SLR parameters shall be monitored on a weekly/monthly basis as per the individual SLR parameter requirements.
However, if the performance of the system/services is degraded significantly at any given point in time during the contract
and if the immediate measures are not implemented and issues are not rectified to the complete satisfaction of the State
Government, then the State Government will have the right to take appropriate disciplinary actions including termination of
the contract.
(c) A Service Level violation will occur if the SI fails to meet Minimum Service Levels, Overall Availability and Performance
Measurements will be on a monthly basis for the purpose of Service Level reporting. An “Availability and Performance
Report” will be provided by the SI on monthly basis in the suggested format and a review shall be conducted based on this
report. A monthly Availability and Performance Report shall be provided to at the end of every month containing the
summary of all incidents reported and associated SI performance measurement for that period. The monthly Availability and
Performance Report will be deemed to be accepted by the State Government upon review and signoff by both SI and the State
Government. Where required, some of the Service Levels will be assessed through audits or reports e.g. utilization reports,
measurements reports, etc., as appropriate to be provided by the SI on a monthly basis, in the formats as required by audit
will need to be provided by the SI. Audits will normally be done on regular basis or as required by the State Government and
will beperformed by the State Government or the State Government appointed third party agencies.
(d) The SI is expected to provide the following service levels defined in subsequent pages. In case these service levels cannot be
achieved at service levels defined in the tables below, it shall result in a breach of contract and invoke the penalty clause.
Payments to the SI are linked to thecompliance with the SLA metrics laid down in the tables below. The penalties will be
computed and calculated as per the computation explained. During the contract period, it is envisaged that there could be Draft Contract for System Integrators for e-District
Statewide rollout of the eDistrict MMP 93 | P a g e
changes to the SLA, in terms of addition, alteration or deletion of certain parameters, based on mutual consent of both the
parties i.e.the State Government and SI.
The SLR has been logically segregated in the following categories:
i. Deployment SLR – It is applicable as per the scope of e-District application at the State Data Centre and Gap Infrastructure
to be deployed at the various Departmental locations.
ii. Technical SLR – It is applicable and must be complied by demonstration at the time of acceptance of the eDistrict
Apllication. The objective is to assess the performance ofeDistrict Portal and Central Application over a defined period of
time.
iii. Operational (O&M) SLR – It is applicable after the acceptance of the eDistrict Application on successful Acceptance and
Sign-Off and the entire support period i.e. 3 years of post implementation. Draft Contract for System Integrators for e-District
Statewide rollout of the eDistrict MMP 94 | P a g e
Deployment SLR
The Deployment SLR is applicable to the following scope
• Supply installation and commissioning of all required software- eDistrict Application (including COTS-Commercially off the
Shelf applications if any) for steady functioning of the State Portal and to comply with the Technical and Operational SLR.
• It is the responsibility of APTS to ensure that, the State Government team for Kick-Off of the project is in place with in one
week of signing of Contract and the Kick-Off meeting is held at the end of one week of signing of the contract. In case of any
delay on part of GoAP/APTS in constituting the team and reporting to IA, this delay shall not be attributable to IA and shall
not be counted for levying penalties as per deployment SLR.
• Development and commissioning of the applications as defined in the Functional Specifications of the RFP
• The Duration, measurement basis and penalty which is in addition to the liquidated damages are as defined in below table:
Sl.No Deployment SLA Component
Baseline * (T)
(In weeks)
Low Performance Penalty **
1 Submission of Updated and Final
FRS document
=T+4 >T+4 A Penalty of Rs.20,000/- per week for first two weeks,
Rs.40,000/- per week for every subsequent week or part
thereof subject to a maximum of Rs.4,00,000/-.
2 Submission of SRS document =T+6 >T+6 A Penalty of Rs.20,000/- per week for first two weeks,
Rs.40,000/- per week for every subsequent week or part
thereof subject to a maximum of Rs.4,00,000/-.
3 Submission of Architectural
Design for eDistrict Application
=T+8 >T+8 A Penalty of Rs.20,000/- per week for first two weeks,
Rs.40,000/- per week for every subsequent week or part
thereof subject to a maximum of Rs.4,00,000/-.
Development and Deployment of
the eDistrict Application including
System Integration, Final User
Acceptance Testing and Go-Live
of Wave 1
=T+24 > T+24 A Penalty as 2% per week for first two weeks, 4% per week
for every subsequent week or part thereof. This is subject to a
maximum of 20% Penalty will be computed on contract valueDraft Contract for System Integrators for e-District
Statewide rollout of the eDistrict MMP 95 | P a g e
4 Development and Deployment of
the eDistrict Application including
System Integration, Final User
Acceptance Testing and GoLiveof Wave 2
=T+48 >T+ 48 A Penalty as 2% per week for first two weeks, 4% per week
for every subsequent week or part thereof. This is subject to a
maximum of 20% Penalty will be computed on contract value
Training to the staff members
and stakeholders and
necessary Change
Managementof Wave 1
=T+24 > T+24 A Penalty of 0.5% per week for first two weeks, 1% per week
for every subsequent week or part thereof. This is subject to a
maximum of 5% Penalty will be computed on contract value
5 Training to the staff members
and stakeholders and
necessary Change
Managementof Wave 2
=T+48 >T+ 48 A Penalty of 0.5% per week for first two weeks, 1% per week
for every subsequent week or part thereof. This is subject to a
maximum of 5% Penalty will be computed on contract value Draft Contract for System Integrators for e-District
Statewide rollout of the eDistrict MMP 96 | P a g e
* Baseline (T) starts from the date of signing the contract between SI and APTS/SDA for the project..
**Any delay beyond maximum penalty allowed could lead to termination of the Contract at the discretion of APTS/SDA
Technical SLR
The solution would be tested during the User Acceptance Test phase with reference to the Technical SLRs mentioned below
S.No. Service Metrics Parameters Metric Basis of measurement Response time/ remarks
1 Capacity of the eDistrict
Portal
Equivalent of capacity to
handle 100,000 Business
transactions* per day
Simulated the stated loads and
testing the system performance
using load-testing tools
Static web pages of state portal, rules and
regulations hosted in state portal instance
<= 5 seconds;
Dynamic web pages of state portal <=7
2 Concurrent connects to State sec
portal
1500
3 e-Forms Experience Form Download Time
<=7 seconds
These parameters should be decided
on the basis of the connectivity as
well as computing infrastructure
availability.
Average e-form size 50-60 KB and 256
Kbps connectivity
Form Upload Time <=7
seconds
Average filled e-form size 50-60 KB and
256 Kbps connectivity
Scanned Documents
Upload Time 90 seconds
Considering average 5 scanned document
of size <=400 KB each
4 eDistrict Portal
Storage and Retrieval from
pre-defined locations
>=99% on quarterly basis Audit done by third party
administrators- sample and random
audits done by concerned authority
For 99% of request, should store and
retrieve the data from pre defined locations
5 Provision for uploading new
versions of forms with
maintenance of version
control
No errors allowed Error monitoring and clearance within 1
working day.
Submission of version control document
by SI every quarter
*A Business Transaction represents a Business process, which has multiple transactions. Draft Contract for System Integrators for e-District
Statewide rollout of the eDistrict MMP 97 | P a g e
Operation and Maintenance (O&M) Support SLR
Following tables outlines the key service level requirements for the system, which needs be ensured by the SI during the operations
and maintenance period. These requirements shall be strictly imposed and either the State Government or a third
partyaudit/certification agency shall be deployed for certifying the performance of the SI against the target performance metrics as
outlined in the tables below
SLR for Helpdesk/ Maintenance Support Calls
The SI and APTS shall regularly review the performance of the services being provided by the SI and the effectiveness of this SLA
Definitions
For purposes of this Service Level Agreement, the definitions and terms as specified in the contract along with the following terms
shall have the meanings set forth below:
• “”Uptime’” or “Availability” means the time for which the services and facilities are available for conducting operations on
the State Government system including application and associated infrastructure. Availability is defined as
{(Scheduled Operation Time – System Downtime) / (Scheduled Operation Time)} * 100%
• “Scheduled operation time” means the scheduled operating hours of the System for the month. All scheduled maintenance
time on the system would be deducted from the total operation time for the month to give the scheduled operation time. The
total operation time for the systems and applications within the Primary DC, DRC and critical client site infrastructure will be
12 hrs X 7 days X 12 months. The total operation time for the client site systems shall be 12 hours
• ‘”Scheduled Maintenance Time”“Downtime” shall mean the time period for which the specified services/ components with
specified technical and service standards are not available to the state and user departments and excludes the scheduled
outages planned in advance for SDC and the link failures.The scheduled maintenance time would not be during 16X6
timeframe. Further, scheduled maintenance time is planned downtime with the prior permission
• “System or Application downtime” means accumulated time during which the System is totally inoperable within the
Scheduled Operation Time but outside the scheduled maintenance time and measured from the State Government employees
log a call with the SI team of the failure or the failure is known to the SI from the availability measurement tools to the time
when the System is returned to proper operation. Draft Contract for System Integrators for e-District
Statewide rollout of the eDistrict MMP 98 | P a g e
• “Incident” refers to any event/ abnormalities in the functioning of the eDistrict Applicationand related hardware and
networking that may lead to disruption in normal operations.
• “Problem” refers to any Incidents whose resolution shall require additional effort for root cause analysis and code change in
case of Software Application, investment in components or time or shall involve coordination with OEMs in case of H/W and
Network. Incidents for which no work around is available. Also Incidents whose resolution shall require replacement of
hardware or software parts, requiring significant interruption in working of that individual component
• “Helpdesk Support” shall mean the 24x7x365 centre which shall handle fault reporting, trouble ticketing and related enquiries
during this contract.
• “Response Time” shall mean the time incident is reported to the help desk and an engineer is assigned for the call.
• “Resolution Time” shall mean the time taken (after the incident has been reported at the helpdesk), in resolving (diagnosing,
troubleshooting and fixing) or escalating (to the second level or to respective vendors, getting the confirmatory details about
the same from the Vendor and conveying the same to the end user), the services related troubles during the first level
escalation. The resolution time shall vary based on the severity of the incident reported at the help desk.
For Operational SLR
a. The Penalty shall be calculated on a quarterly basis.
b. The total deduction should not exceed 10% of the total QGR.
c. Two consecutive quarterly deductions totaling to more than 20% of the applicable fee on account of any reasons will be
deemed to be an event of default and APTS shall have the rights to terminate the contract.
SLRs for Helpdesk/ Maintenance support calls for e-District Application
The severity levels are defined below for eDistrict Application.
• Critical: Incidents which impact the overall solution which has a high impact on service delivery to citizens and respective
departments. Any incident which is affecting a majority of users (over 80% of users including department users and CSC’s).
• Medium: Incidents which impact a limited number of users. The main application at SDC is available but a productivity of
limited number user is getting affected. Example eDistrict application is up but certain users are unable to login/ access/
submit request/ process citizen service requests etc.Acceptable work around is available. For example, installation of
operating system, patches etc. Draft Contract for System Integrators for e-District
Statewide rollout of the eDistrict MMP 99 | P a g e
• Low: Incidents like functionality enhancement and/ or support for modifications or maintenance of source code, application
version enhancement etc. Incidents whose resolution shall require changes in configuration of hardware or software, which
will not significantly interrupt working of that component.
Support calls to the Helpdesk should be answered in 2 rings.
SLR for support calls for e-District application are mentioned in table below
S. No. Type of Incident Response Time Resolution time SLA
1
Critical
For critical incidents the resolution
time “T” shall be mutually agreed
by the APTS/SDA and the SI at the
time of award of contract.
15 minutes from call logged <= T
“T” shall be the agreed Resolution Time between SI and
APTS (or else considered to be 2 hrs for critical incident).
For L1- 2 hrs however if the Incident is a Problem it would
be treated as L2 if work round is available and L3if no work
around is available.
L1<=2 Hrs
L2 <= 8 Hrs/1 day
L3 <= 24 hrs/3 days
2 Medium
30 minutes from call logged <=1 day from the time of incident logged at the Helpdesk
3 Low
45 minutes from call logged <= 2 days from time of incident logged.
Basis of Measurement
The basis of measurement for service metrics parameters is mentioned in table below
S.No Service Metrics parameters Baseline metrics Basis of measurement Remarks
1 Portal uptime web pages of portals, rules and
regulations hosted in eDistrict
Portal instance – 99.7%
Measured over a leased circuit
or equivalent at 256 Kbps
Bandwidth.
Measurement on a quarterly
To facilitate quick page loading
over low bandwidth connections. Draft Contract for System Integrators for e-District
Statewide rollout of the eDistrict MMP 100 | P a g e
basis by the SI.
2 Portal response time Static web pages of eDistrict portal
<=5 sec
Dynamic web pages of eDistrict
Portal<=7 sec
Reports submitted by SI and
audited by APTS/Third Party
Administrator
Sample and random audits would
be done by designated authority
using broadband as well as dial up
connections
3 eDistrict Portal Load Testing Conduct load testing on the Portal
every 3-4 Months
Reports submitted by SI and
audited by APTS/Third Party
Administrator
Quarterly MIS reports.
Penalty Clause
The penalty parameters related to performance of eDistrictPortal are mentioned below
S.No
State Portal
Performance
Target Low Performance Severity Penalty
1 eDistrict Portal-Up
time (Total time other
than scheduled
maintenance)
>=99.7% Critical No Penalty
<99.7% – >= 99.5% 1% of the QGR (for QGR refer Section 4.2.2) for
every one 0.1% or part thereof down time at a
stretch or in parts. This down time shall be
calculated over and above the total hours of
downtime permissible.
<99.5% – >= 99% 1.5% of the QGR for every 0.1% or part thereof
down time at a stretch or in parts. This down time
shall be calculated over and above the total hours of
downtime permissible.
<99% 3% of the QGR for every 0.1% or part thereof down
time at a stretch or in parts. This down time shall be
calculated over and above the total hours of Draft Contract for System Integrators for e-District
Statewide rollout of the eDistrict MMP 101 | P a g e
downtime permissible.
2 Intranet user reports
applications.
Report for the previous month shall be
submitted by the 7th of the next month.
Penalty shall be levied only after the
10th of the month of submission.
Critical 1% of the QGR for every 1 day of delay in
submission an incremental basis to a maximum of
5%
4 Storage and retrieval
of service requests
from pre-defined
locations
>=99% Critical No Penalty
<99% – >= 95% 1% of the QGR for every 0.1% or part thereof hours
down time at a stretch or in parts. This down time
shall be calculated over and above the total hours of
downtime permissible.
<99.5% – >= 99% 2% of the QGR for every 0.1% or part thereof hours
down time at a stretch or in parts. This down time
shall be calculated over and above the total hours of
downtime permissible.
<99 % 3% of the QGR for every 0.1% or part thereof
hours down time at a stretch or in parts. This down
time shall be calculated over and above the total
hours of downtime permissible.
5 Provision for
uploading new
versions of forms with
maintenance of version
control.
No errors allowed Critical Error monitoring and resolution within 1 working
day, beyond 1 day penalty of Rs.10,000/- for every
day or part thereof delay.
Response Time
1 Dynamic Web pages <=7 sec No Penalty
> 7 sec <=25 Sec Rs.2,000/- per sec or part thereof. Draft Contract for System Integrators for e-District
Statewide rollout of the eDistrict MMP 102 | P a g e
>25 sec Rs.5,000/- per sec or part thereof.
2 Static Web Pages <=5 sec No Penalty
>5 sec <=10 sec Rs.3,000/- per sec or part thereof.
>10 sec Rs.5,000/- per sec or part thereof. Draft Contract for System Integrators for e-District
Statewide rollout of the eDistrict MMP 103 | P a g e
SLRs for Helpdesk/ Maintenance Support calls for Gap Infrastructure for Departments:
The help desk service will serve as a single point of contact for all incidents and service requests for the user departments. The
service will provide a Single Point of Contact (SPOC) and also escalation/ closure of incidents for the user departments for the
installed gap infrastructure. Support calls to the helpdesk should be answered in 2 rings.The activities shall include:
• Provide Help Desk facility during agreed service period window for reporting user department incidents/ issues/ problems
with the gap infrastructure.
• State shall provide the sitting space, desks, chairs, power supply and connectivity for the Help Desk at the SDC. All the IT
infrastructure and Phone lines required for the help desk services shall be arranged by the H/W Bidder
• Provide necessary channels for reporting issues to the help desk. The incident reporting channels shall be the following:
• Telephone line including telephone sets (Minimum 3)
• Specific e-Mail account
• eDistrict Portal with SelfHelp by creating a knowledge base on frequently asked questions to aid users.
• Implement a call logging system in line with the defined incident types as per the SLRs. The Help desk shall log user calls
related to gap infrastructure and assign an incident/ call ID number.
• Creation of knowledge base on frequently asked questions to assist user departments in resolving basic issues themselves
• Track each incident/ call to resolution
• Provide feedback to callers.
• Analyze the call statistics
• Continuous monitoring of the gap infrastructure at the SDC to ensure availability as per agreed SLRs.
• Day-to-day monitoring shall be done with the manpower to be deployed at the various divisions by selected SI.
• Escalate the calls, to the appropriate levels, if necessary as per the escalation matrix agreed between the SI and the user
department. The escalation matrix shall be developed by the SI in discussion with APTS/SDA.
• Coordinate with respective other vendors(H/W,OEM and Network) for closure of calls.
• Analyze the incident/ call statistics and provide monthly reports including but not limited to:
o Type of incidents/ calls logged
o Incidents/ calls resolved
o Incidents/ calls open
o Type of incidents Vs Resolution Time Vs. SLA Draft Contract for System Integrators for e-District
Statewide rollout of the eDistrict MMP 104 | P a g e
SLRs objectives for helpdesk/ maintenance support calls are mentioned in table below
S. No. Description Duration
1 Timings 24 x 7
2 Prime Time 9am to 8pm
3 Non Prime Time 8pm to 9am
4 Period Three years (from the date of successful commissioning and acceptance of
equipment) at all the locations
 Critical: Incidents which impact the overall services (e.g. Desktop, Connectivity, changes in the configuration of hardware/
software etc.) of a department in a particular location.
 Medium: Incidents which partially impacts the overall Service Delivery (Printer, Scanners, etc.) of a department.Acceptable work
around is available. For example, installation of Operating System, Patches etc.
 Low: Incidents which may affect the performance of the gap infrastructure (consumables, printer cartridges etc.) and are not
significantly interrupting the working of that component.
Penalty Clause for Helpdesk/ Maintenance Support calls:
SLR for helpdesk/maintenance calls for Gap infrastructure for departments is mentioned in table below
S. No. Type of Incident
Business
Hours
Response Time Resolution time SLR Penalties Draft Contract for System Integrators for e-District
Statewide rollout of the eDistrict MMP 105 | P a g e
1 Critical
For critical incidents the
resolution time “T” shall be
mutually agreed by the State
and the SI at the time of award
of contract.
Prime Time 15 minutes from
call logged
<= T
“T” shall be the agreed
Resolution Time
between SI and APTS
(or else considered to
be 2 hrs for critical
incident)
Beyond 2 hours of down time
or T which ever is lower,
Rs.500/- per hour per incident.
Non Prime
Time
30 minutes from
call logged
<=T+2 Beyond 4 hours of down time
or T+2 which ever is lower,
Rs.500/- per hour per incident.
2 Medium Prime Time 30 minutes from
call logged
Within 24 hours from
the time of incident
logged at the Helpdesk
Beyond 24 hours of down
time, Rs.300/- per 2 hours per
incident.
Non Prime
Time
60 minutes from
call logged
Within 36 hours from
the time of incident
logged at the Helpdesk
Beyond 36 hours of down
time, Rs.300/- per 2 hours per
incident. Draft Contract for System Integrators for e-District
Statewide rollout of the eDistrict MMP 106 | P a g e
3 Low 60 minutes from
call logged
Within 48 hours from
time of incident logged
at the Helpdesk
Beyond 48 hours of down
time, Rs.200/- per 2 hours per
incident.
SLR for Training and Change Management
Service
Category
Service
Level Title /
Objective
Definition Reporting
Period
Hours of
Support
Target
Service
Level
Minimum
Service Level
Penality
Training
Satisfaction
Satisfaction
level of the
training
sessions
conducted by
vendor for
staff
members &
stakeholders
Feedback ratings received
from Training participants, no.
of participants and no. of
Trainings delivered by
theofficials of APTS/SDA after
each training session.
APTS/SDA may decide to use
the SLA in case insufficient
training sessions are
conducted by the SI vendor.
Monthly No. of
Training
hours
delivered
Feedback
ratings > 4
on a scale
of 5
Feedback ratings
> 3 on a scale of 5
20% of the
per person
cost for that
type of
training.
Please Note:
• Feedback rating of less than 3 by 25% of the trainees of a batch will be considered as not meeting the SLAs and liable to penality
• The bidder will be solely responsible for conducting additional training sessions for the staff members providing the rating less than 6with
NO extra cost.

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