IDBI Capital Markets & Securities Ltd

RFQ for AMC of IDBI Capital Networking Devices

RFQ for AMC of IDBI Capital Networking Devices IDBI Capital Markets & Securities Ltd. 14th July 2016

Disclaimer The information contained in this Request for Quotation document (hereinafter referred to as "RFQ") provided to the Bidders, is provided by IDBI Capital Markets & Securities Limited (hereinafter referred to as “IDBI Capital”) to the Bidder(s) on the terms and conditions set out in this RFQ document and all other terms and conditions subject to which such information is provided.

This RFQ document is not an agreement or offer by IDBI Capital to the prospective Bidders or any other party. The purpose of this RFQ is to provide interested parties with information to assist the formulation of their Bid. This RFQ document does not purport to contain all the information each Bidder may require. This RFQ document may not be appropriate for all persons, and it is not possible for IDBI Capital, their employees or advisors to consider the business/investment objectives, financial situation and particular needs of each Bidder who reads or uses this RFQ document. Each Bidder should conduct its own investigations and analysis and should check the accuracy, reliability and completeness of the information in this RFQ document and where necessary obtain independent advice from appropriate sources.

While this RFQ has been prepared in good faith, neither IDBI Capital nor its employees or advisors/consultants make any representation or warranty express or implied as to the accuracy, reliability or completeness of the information contained in this RFQ. IDBI Capital, its employees and advisors make no representation or warranty and shall incur no liability under any law, statute, rules or regulations as to the accuracy, reliability or completeness of the RFQ document. IDBI Capital may, in its absolute discretion, but without being under any obligation to do so, update, amend, supplement, withdraw or cancel this RFQ document or the information in this RFQ document.

IDBI Capital Markets & Securities Ltd

RFQ for AMC of IDBI Capital Networking Devices

Document Control Sheet

.

Name of the Company

IDBI Capital Markets & Securities Ltd

Date of issue

14th July , 2016

Last Date and Time for Receipt of Bids Address for Communication

20th July, 2016 18.00hrs. Sandeep Gorivale IDBI Intech Ltd. C/o IDBI Building, B wing, 1st Floor, Plot -39-41, SEC-11 Opp. CBD Belapur Rly Station, CBD Belapur, Navi Mumbai - 400 614 Tel: 022 — 39148353

QUOTATIONS FOR AMC OF IDBI Capital NETWORKING DEVICES A. Requirement (Scope): IDBI Capital Markets & Securities Ltd intends for AMC of Networking Devices located at IDBI Intech, CBD Belapur DC and IDBI Capital C/o Netmagic Solution, Vikhroli DC, for 1 year starting from 1st Aug, 2016 to 31st July, 2017. IDBI Capital invites response from Partners to propose a contractual arrangement. B. General Instructions to Bidders 1. The bid consists of two parts namely, Technical Bid and Financial Bid, which are required to be submitted in two separate sealed covers marked as “Quotations to AMC of Networking Devices –Commercial Bid” and “Quotations to AMC of Networking Devices – Technical Bid”. Both the Technical and Commercial Bids shall then be placed in a single sealed envelope clearly marking “Quotations to the AMC of Networking Devices”. 2. “Quotations to AMC of Networking Devices –Commercial Bid” Envelope should contain Indicative Commercial Bid as per Annexure I. “Quotations to AMC of Networking Devices – Technical Bid” Envelope should contain the Technical Bid as per Annexure II, Acceptance Certificate as per Annexure IV and the documents requested for as per the requirements stated in the section titled ‘Fulfillment of Eligibility Criteria’. 3. If the outer envelope is not sealed and marked as required, IDBI Capital will assume no responsibility for the bid’s misplacement or premature opening. IDBI Capital reserves the right to accept or reject in part or full any or all the bids without assigning any reason whatsoever. Any decision of IDBI Capital in this regard shall be final, conclusive and binding on the bidder. 4. Decision as to any arithmetical error, manifest or otherwise in the response to Bid Document shall be decided at the sole discretion of IDBI Capital and shall be binding on the Bidder. Any decision of IDBI Capital in this regard shall be final, conclusive and binding on the Bidder. 5. IDBI Capital reserves the right to re-issue / re-commence the entire bid process in case of any anomaly, irregularity or discrepancy in regard thereof. Any decision of IDBI Capital in this regard shall be final, conclusive and binding on the Bidder. 6. If a holiday is declared on any of the dates mentioned above, the bids shall be received / opened on the next working day at the same timings specified above. 7. Bidder will need to work in parallel along with other vendors / contractors at site to ensure timely completion within stipulated timeframe. To complete the work at the site within stipulated

timeframe, Bidder engineers may have to visit the site multiple times, if required, at no extra cost. 8. Each bidder shall submit only one proposal. 9. The price quoted by the Bidder cannot be altered or changed due to escalation on account of any variation in taxes, levies, and cost of material. 10. The price quoted is to be written in words as well as figures and in case of discrepancies between prices written in words and prices written in figures, the prices written in words shall be considered to be correct. 11. IDBI Capital will not be obliged to meet and have discussions with any bidder and/ or to entertain any representations in this regard. 12. The bids received and accepted will be evaluated by IDBI Capital to ascertain the best and lowest bid in the interest of IDBI Capital. However, IDBI Capital does not bind itself to accept the lowest or any Bid and reserves the right to reject any or all bids at any point of time prior to the order without assigning any reasons whatsoever. 13. IDBI Capital reserves the right to accept or reject any quotation and to cancel, annul or abandon the entire bidding process and reject all quotations at any time prior to award of the contract without thereby incurring any liability whatsoever to the affected Bidders or any obligation to inform the affected Bidders of the grounds for IDBI Capital’s action. IDBI Capital shall not be bound to give any reasons or explain the rationale for its actions / decisions to annul or abandon or cancel the bid process. C. TERMS AND CONDITIONS OF THE RFQ / CONTRACT 1.

Standard of Performance The Bidder shall perform the service(s) and carry out its obligations under the Contract with due diligence, efficiency and economy, in accordance with generally accepted techniques and practices used in industry and with professional engineering standards recognized by the international professional bodies and shall observe sound management, technical and engineering practices. It shall employ appropriate advanced technology, procedures and methods. The Bidder shall always act, in respect of any matter relating to the Contract, as faithful advisors to IDBI CAPITAL and shall, at all times, support and safeguard IDBI CAPITAL's legitimate interests.

2.

Indemnity The Bidder shall execute and furnish to IDBI Capital, a deed of indemnity in favor of the IDBI CAPITAL in a form and manner, indemnifying the IDBI CAPITAL its directors, employees, agents and representatives from and against any costs, loss, damages, expense, claims, litigations, suits, actions, judgments, and or otherwise including but not limited to those from third parties or liabilities of any kind howsoever suffered, arising

out of or incurred inter alia during and after the Contract period including but not limited to third-party claims due to infringement of patent, trademark, Intellectual Property Rights, copy-rights or industrial drawings and designs arising from use of the services or any part thereof and/or otherwise. The bidder has also to give Undertaking as stipulated in Annexure IV . 3.

Contract Amendments No variation in or modification of the terms of the Contract shall be made except by Written mutual consent signed by both the Parties i.e. the Bidder and IDBI CAPITAL.

4.

Force Majeure a.

b. c.

5.

Notwithstanding the provisions of this RFQ, the Bidder shall not be liable for failure to perform its obligations under the Contract/Agreement as the result of an event of Force Majeure. For purpose of this Clause “Force Majeure” means war or revolution, terrorist act, fire, flood, earthquake, epidemic, quarantine restriction and freight embargoes. If a Force Majeure situation arises, the Bidder shall promptly notify IDBI CAPITAL in writing of such conditions and the cause thereof. Unless otherwise directed by IDBI CAPITAL in writing, the Bidder shall continue to perform its obligations under the Contract as far as is reasonably practical and shall seek all reasonable alternative means for performance not prevented by the Force Majeure event. IDBI CAPITAL may terminate the Contract/Agreement, by giving a written notice of minimum 30 days to the Bidder, if as a result of Force Majeure the Bidder is unable to perform a material portion of the Service(s) for a period of more than 60 days.

Resolution of Disputes The Parties shall use their best efforts to amicably settle all disputes arising out of or in Connection with the Contract/Agreement in the following manner: a. The Party raising the dispute shall address to the other Party a notice requesting an amicable settlement of the dispute within seven (7) days of receipt of the notice. b. The matter will be referred for negotiation between IDBI Capital and the Bidder. The matter shall then be resolved by them and the agreed course of action documented within a further period of 15 days. The Parties agree that any dispute between the Parties, which cannot be settled by negotiation in the manner, described above, may be resolved exclusively by arbitration and such dispute may be submitted by either party to arbitration within 20 days of the failure of negotiations. Arbitration shall be held in Mumbai, India and conducted in accordance with the provision of Arbitration and Conciliation Act, 1996 or any statutory modification or re-enactment thereof. Each Party to the dispute shall

appoint 1 arbitrator each and the two arbitrators shall jointly appoint the third or the presiding arbitrator. The arbitration proceedings shall be conducted in the English language. Subject to the above, the courts of law at Mumbai alone shall have the jurisdiction in respect of all matters connected with the Contract/Agreement. The arbitration award shall be final, conclusive and binding upon the Parties and judgment may be entered thereon, upon the application of either party to a court of competent jurisdiction. Each Party shall bear the cost of preparing and presenting its case, and the cost of arbitration, including fees and expenses of the arbitrators, shall be shared equally by the Parties unless the award otherwise provides. The Bidder shall not be entitled to suspend the service(s), pending resolution of any disputes between the Parties and shall continue to render the Service(s) in accordance with the provisions of the Contract/Agreement notwithstanding the existence of any dispute between the Parties or the subsistence of any arbitration or other proceedings. 6.

‘NO CLAIM’ Certificate The Bidder shall not be entitled to make any claim, whatsoever, against IDBI CAPITAL, under or by virtue of or arising out of, the Contract/Agreement, nor shall IDBI CAPITAL entertain or consider any such claim, if made by the Bidder after he has signed a ‘No Claim’ Certificate in favor of IDBI CAPITAL in such forms as shall be required by IDBI CAPITAL after the works are finally accepted.

7.

Survival Any provision of the Contract/Agreement which, either expressly or by implication, survive the termination or expiration of the Contract/Agreement, shall be complied with by the Parties including that of the provisions of indemnity, confidentiality, nondisclosure in the same manner as if the present Contract/Agreement is valid and in force and effect. a. The provisions of the clauses of the Contract/Agreement in relation to Documents, data, processes, property, Intellectual Property Rights, indemnity, publicity and confidentiality and ownership shall survive the expiry or termination of the Contract/Agreement and in relation to confidentiality, the obligations continue to apply unless IDBI CAPITAL notifies the Bidder of its release from those obligations.

8.

No Agency The Service(s) of the Bidder herein shall not be construed as any agency of IDBI CAPITAL and there shall be no principal agency relationship between IDBI CAPITAL and the Bidder in this regard.

9.

No Set-off, counter-claim and cross claims. In case the Bidder has any other business relationship with IDBI CAPITAL, no right of setoff, counter-claim and cross-claim and or otherwise will be available under this Contract/Agreement to the Bidder for any payments receivable under and in accordance with that business.

10.

Statutory Requirements: During the tenure of the Contract/Agreement nothing shall be done by the Bidder in contravention of any law, act and/ or rules/regulations, there under or any amendment thereof governing inter-alia customs, foreign exchange, etc., and the Bidder shall keep IDBI CAPITAL, its directors, officers, employees, representatives, agents and consultants indemnified in this regard.

11.

Contract Prices Prices payable to the Bidder as stated in the Contract/Agreement shall be firm and not subject to adjustment during performance of the Contract/Agreement, irrespective of reasons whatsoever, including exchange rate fluctuations, changes in taxes, duties, levies, charges, etc

12.

Information Security: a. The Bidder and its personnel shall not carry any written material, layout, diagrams, floppy diskettes, hard disk, storage tapes or any other media out of IDBI CAPITAL's premises without written permission from IDBI CAPITAL. b. The Bidder personnel shall follow IDBI CAPITAL's information security policy and instructions in this behalf. c. The Bidder acknowledges that IDBI CAPITAL's business data and other proprietary information or materials, whether developed by IDBI CAPITAL or being used by IDBI CAPITAL pursuant to a license agreement with a third party (the foregoing collectively referred to herein as “proprietary information”) are confidential and proprietary to IDBI CAPITAL; and the Bidder agrees to use reasonable care to safeguard the proprietary information and to prevent the unauthorized use or disclosure thereof, which care shall not be less than that used by Bidder to protect its own proprietary information. Bidder recognizes that the goodwill of IDBI CAPITAL depends, among other things, upon Bidder keeping such proprietary information confidential and that unauthorized disclosure of the same by Bidder could damage IDBI CAPITAL. By reason of Bidder’s duties and obligations hereunder, Bidder may come into possession of such proprietary information, even though the Bidder does not take any direct part in or furnish the Service(s) performed for the creation of said proprietary information and shall limit access thereto to employees with a need to such access to perform the Services required by the Contract/Agreement. Bidder shall use such information only for the purpose of performing the Service(s) under the Contract/Agreement. d. Bidder shall, upon termination of the Contract/Agreement for any reason, or upon demand by IDBI CAPITAL, whichever is earliest, return any and all information provided to Bidder by IDBI CAPITAL, including any copies or reproductions, both hardcopy and electronic.

13. Data Ownership By virtue of the Contract/Agreement, the Bidder’s team may have access to personal and business information of IDBI CAPITAL and/or a third party or any taxpayer, any other person covered within the ambit of any Income tax legislation. IDBI CAPITAL have the sole ownership of and the right to use, all such data in perpetuity including any data or other information pertaining to the subscriber that may be in the possession of the Bidder or Bidder’s team in the course of performing the Service(s) under the Contract/Agreement. 14. Representations and Warranties a.

In order to induce IDBI CAPITAL to enter into the Contract/Agreement, the Bidder hereby represents and warrants as of the date hereof, which representations and warranties shall survive the term and termination hereof, the following: i. That the Bidder is a company 1 which has the requisite qualifications, skills, experience and expertise in providing Information and Communication Technology (ICT) and other Service(s) contemplated hereunder to third parties, the technical know-how and the financial wherewithal, the power and the authority to enter into the Contract / Agreement and provide the Service(s)/Systems sought by IDBI CAPITAL. ii. That the Bidder is not involved in any major litigation, potential, threatened and existing, that may have an impact of affecting or compromising the performance and delivery of Service(s) /Systems under the Contract/Agreement. iii. That the representations made by the Bidder in its bid are and shall continue to remain true and fulfill all the requirements as are necessary for executing the duties, obligations and responsibilities as laid down in the Contract/Agreement and the Bid Documents and unless IDBI CAPITAL specifies to the contrary, the Bidder shall be bound by all the terms of the bid. iv. That the Bidder has the professional skills, personnel and resources/authorizations that are necessary for providing all such services as are necessary to perform its obligations under the bid and this Contract/Agreement. v. That the Bidder shall ensure that all assets including but not limited to software’s, licenses, Databases, documents, etc. developed, procured, deployed and created during the term of the Contract/Agreement are duly maintained and suitably updated, upgraded, replaced with regard to contemporary and statutory requirements. vi. That the Bidder shall use such assets of IDBI CAPITAL, as IDBI Capital may permit for the sole purpose of execution of its obligations under the terms of the bid, Tender or the Contract/Agreement. The Bidder shall however, have no claim to any right, title, lien or other interest in any such property, and any possession of property for any duration whatsoever shall not create

vii.

viii.

ix. x.

xi.

xii. xiii.

xiv.

xv.

any right in equity or otherwise, merely by fact of such use or possession during or after the term hereof. That the Bidder shall procure all the necessary permissions and adequate approvals and licenses for use of various software and any copyrighted process/product free from all claims, titles, interests and liens thereon and shall keep IDBI CAPITAL, its directors, officers, employees, representatives, consultants and agents indemnified in relation thereto. That all the representations and warranties as have been made by the Bidder with respect to its bid and Contract / Agreement, are true and correct, and shall continue to remain true and correct through the term of the Contract. That the execution of the Service(s) herein is and shall be in accordance and in compliance with all applicable laws. That there are – (a) no legal proceedings pending or threatened against Bidder or any sub Bidder/third party or its team which adversely affect/may affect performance under this Contract/Agreement; and (b) no inquiries or investigations have been threatened, commenced or pending against the Bidder or any sub-Bidder / third part or its team members by any statutory or regulatory or investigative agencies. That the Bidder has the corporate power to execute, deliver and perform the terms and provisions of the Contract/Agreement and has taken all necessary corporate action to authorize the execution, delivery and performance by it of the Contract/Agreement. That all conditions precedent under the Contract/Agreement has been complied. That neither the execution and delivery by the Bidder of the Contract/Agreement nor the Bidder’s compliance with or performance of the terms and provisions of the Contract/Agreement (i) will contravene any provision of any applicable law or any order, writ, injunction or decree of any court or governmental authority binding on the Bidder (ii) will conflict or be inconsistent with or result in any breach of any or the terms, covenants, conditions or provisions of, or constitute a default under any agreement, contract or instrument to which the Bidder is a party or by which it or any of its property or assets is bound or to which it may be subject or (iii) will violate any provision of the Memorandum and Articles of Association/Constitutional Documents of the Bidder. That the Bidder certifies that all registrations, recordings, filings and notarizations of the Contract/Agreement and all payments of any tax or duty, including without limitation stamp duty, registration charges or similar amounts which are required to be effected or made by the Bidder which is necessary to ensure the legality, validity, enforceability or admissibility in evidence of the Contract/Agreement have been made. That the Bidder confirms that there has not and shall not occur any execution, amendment or modification of any agreement/contract without the prior written consent of IDBI CAPITAL, which may directly or indirectly have a bearing on the Contract/Agreement or Service(s).

xvi.

That the Bidder owns, has license to use or otherwise has the right to use, free of any pending or threatened liens or other security or other interests all Intellectual Property Rights, which are required or desirable for the Service(s) and the Bidder does not, in carrying on its business and operations, infringe any Intellectual Property Rights of any person. None of the Intellectual Property or Intellectual Property Rights owned or enjoyed by the Bidder or which the Bidder is licensed to use, which are material in the context of the Bidder’s business and operations are being infringed nor, so far as the Bidder is aware, is there any infringement or threatened infringement of those Intellectual Property or Intellectual Property Rights licensed or provided to the Bidder by any person. All Intellectual Property Rights (owned by the Bidder or which the Bidder is licensed to use) are valid and subsisting. All actions (including registration, payment of all registration and renewal fees) required to maintain the same in full force and effect have been taken thereon and shall keep IDBI CAPITAL, its directors, officers, employees, agents, representatives and consultants indemnified in relation thereto.

15. Confidentiality The Parties agree that they shall hold in trust any Confidential Information received by either Party, under the Contract/Agreement, and the strictest of confidence shall be maintained in respect of such Confidential Information. The Parties also agree: a. To maintain and use the Confidential Information only for the purposes of the Contract/Agreement as permitted herein; b. to restrict access and disclosure of Confidential Information to such of their employees, agents and Bidders strictly on a "need to know" basis, to maintain confidentiality of the Confidential Information disclosed to them in accordance with this Clause Notwithstanding the foregoing, the Parties acknowledge that the nature of the Service(s) to be performed under this Contract/Agreement may require the Bidder's personnel to be present on premises of IDBI CAPITAL/IDBI Capital vendors or may require the Bidder's personnel to have access to computer networks and databases of IDBI CAPITAL while on or off premises of IDBI CAPITAL. It is understood that it would be impractical for IDBI CAPITAL to monitor all information made available to the Bidder under such circumstances and to provide notice to the Bidder of the confidentiality of all such information. Therefore, the Bidder agrees that any technical or business or other information of IDBI Capital that the Bidder’s personnel, sub Bidders, or agents acquire while on IDBI CAPITAL's premises, or through access to IDBI CAPITAL's computer systems or databases while on or off IDBI CAPITAL's premises, shall be deemed Confidential Information. Confidential Information shall at all times remain the sole and exclusive property of the Disclosing Party. Upon termination of the Contract/Agreement, Confidential Information shall be returned to the disclosing Party or destroyed, if incapable of return. The destruction shall be witnessed and so recorded, in writing, by an authorized

representative of each of the Parties. Nothing contained herein shall in any manner impair rights of IDBI CAPITAL in respect of the Systems, Service(s), and Documents etc. In the event that any of the Parties hereto becomes legally compelled to disclose any Confidential Information, such Party shall give sufficient notice to the other Party to enable the other Party to prevent or minimize to the extent possible, such disclosure. Neither party shall disclose to a third party any Confidential Information or the contents of the Contract/Agreement without the prior written consent of the other Party. The obligations of this Clause shall be satisfied by handling Confidential Information with the same degree of care, which the receiving Party applies to its own similar confidential information but in no event less than reasonable care. The obligations of this Clause shall survive the expiration, cancellation or termination of this Contract/Agreement. The provision of this clause shall survive termination of the Contract/Agreement. The Bidder shall execute the Non-Disclosure Agreement simultaneously at the time of execution of the Contract. 16. Termination IDBI CAPITAL may, terminate the Contract/Agreement by giving the Bidder a prior and written notice of 30 days indicating its intention to terminate the Contract/Agreement. 17. Relationship between the Parties: a. Nothing in the Contract/Agreement constitutes any fiduciary relationship between IDBI CAPITAL and Bidder/Bidder’s Team or any relationship of employer - employee, principal and agent, or partnership, between IDBI CAPITAL and Bidder. b. No Party has any authority to bind the other Party in any manner whatsoever except as agreed under the terms of the Contract/Agreement. c. IDBI CAPITAL has no obligations to the Bidder’s team except as agreed under the terms of the Contract/Agreement. 18. Governing Law The Contract/Agreement shall be governed in accordance with the laws of Republic of India. These provisions shall survive the Contract/Agreement. 19. Jurisdiction of Courts The courts of India at Mumbai have exclusive jurisdiction to determine any proceeding in relation to the Contract/Agreement. These provisions shall survive the Contract/Agreement. 20. Suspension of Payment to the Bidder IDBI CAPITAL may by a written notice of suspension, suspend all payments to the Bidder under the Contract/Agreement, if the Bidder failed to perform any of its obligations

under the Contract/Agreement, (including the carrying out of the service(s)) provided that such notice of suspension: i. Shall specify the nature of the failure and ii. Shall request the Bidder to remedy such failure within a specified period from the date of issue of such notice of suspension. 21. Other Terms & conditions a. The price quoted is to be written in words as well as figures and in case of discrepancies between prices written in words and prices written in figures, the prices written in words shall be considered to be correct. b. The price will include all costs, duties, levies, taxes and all other applicable charges including local travelling expenses, cost of stationery, assisting IDBI Capital in replying to inspection remarks of IDBI Capital’s, if any, etc. Service tax and Octroi will be at actuals. c. All taxes, if any, applicable shall be deducted at source as per current rate while making any payment. d. In case delivery commitments are not met order can be cancelled. e. All prices shall be quoted in Indian Currency (INR). f. Validity of Quotes will be for 3 month g. The License/AMC process should be completed within 2 months from the date of release of PO.

D. Submission of Quotes All the bids, duly addressed to IDBI Capital Markets & Securities Ltd. and must be submitted in person to IDBI Capital representative mentioned below at the following address on or before the due date specified as 20th July 2016 – 18.00 Hrs Sandeep Gorivale IDBI Intech Ltd. C/o, IDBI Bank Ltd. B Wing, 1st Floor, Plot- 39-41, Sec -11, Opp. CBD Belapur Railway Station, CBD Belapur, Navi Mumbai – 400 614 Tel: 022 — 39148353 E. Payment Terms a) For the OEM support, payment will be 100% on receipt of invoice and on signing of the following documents NDA (As per Annexure III) and SLA (To be prepared to incorporate Scope of work as per Annexure V). For Vendor Support, payment would be made quarterly in Advance based on satisfactory performance in the previous quarter. b) All taxes, if any, applicable shall be deducted at source as per current rate while making any payment.

c) The price will include all costs, duties, levies, taxes and all other applicable charges including local travelling expenses, cost of stationery, assisting IDBI Capital in replying to inspection remarks of IDBI Capital’s, if any, etc. Service tax and Octroi will be at actuals.

F. Fulfillment of Eligibility Criteria (To be submitted on the Company’s Letter Head along with Technical Bid) Sr. 1.

2.

3.

4.

5.

Description Document Required The vendor/bidder must be OEM Gold/Tier-1 or Gold/Tier-1 or Silver/Tier-2 Silver/Tier-2 declaration partner of OEM. Implementation details to The vendor/bidder must be furnished have implemented the proposed OEM product. The vendor/bidder must Support/ Escalation matrix have its own support documents to be provided offices in Mumbai location. The vendor/bidder must not be Self-Declaration blacklisted by any Govt., PSU or PSB during the last three years. Authorization for signing of RFQ Document

Certified true copy of Board Resolution towards authorizing the signatory to sign all documents in respect of RFQ including

Yes/No

IDBI Capital Markets & Securities Ltd

RFQ for AMC of IDBI Capital Networking Devices

Annexure I — Format of Commercial Bid The Commercial bid should give all relevant price information and should not contradict the TECHNICAL BID in any manner. The Commercial Bid should be submitted in specified format only. Commercial Bid Form (On Company Letter Head) Router Cisco 1841 Cisco 2821 Cisco 2921 Cisco 2621

Qty 6 2 1 2

Cost (In Rs.)

Switch WS-2950-24

Qty

Cost (In Rs.)

Modules

Qty

1

WIC-2T

9

2

6

2

HWIC-2FE WIC-1BS/T-V3

2

HWIC-1FE

1

WS-C3550-24-EMI

2

2

WS-C3750G-48TS

3

WIC-1T NM2CE1T1-PRI

WS-C2960-48TT

1

WS-2940 - 8 PORT WS-C2970G-24T-E

2

Cisco SG300-52 Digisol-DGFS1024D

20

Dlink- SD 208

1

DLink-DGS 1024D

1

Dlink-DES-1024D Digisol-DGGS1008D

1

Dlink-DES-1008D

1

Dlink-DES-1016D

2

Dlink-DES-1024D

2

WS-C3560-48TS WS-C3560-24TS WS-C2960-24TT

Cost (In Rs.)

1

1

2

1

1

Important 1 Prices for all items mentioned above are mandatory. 2 The Bidders will be shortlisted after the evaluation of its Technical and Commercial Financial bid.

IDBI Capital Markets & Securities Ltd reserves the right to accept any bid, and to annul the bid process and reject all bids at any time prior to award of contract without thereby incurring any liability to the affected Bidder or Bidders or any obligation to inform the affected bidder or bidders of the grounds for IDBI Capital‘s action. Any decision in these regards by IDBI Capital Markets & Securities Ltd shall be Final, conclusive and binding on the bidder.

Authorized Signatory Name:

Company Name and Stamp

IDBI Capital Markets & Securities Ltd

RFQ for AMC of IDBI Capital Networking Devices Annexure II — Format of Technical Bid Contents and Format of Technical BID (On Company Letter Head)

Sr No.

SR

Type

Location

Host Name

Model

Serial NO.

IOS Ver

1

1

SWITCH

NETMAGIC

ICMS_Switch TCS

WS2950-24

F0C0737W0LZ

IOS 12.3

2

2

SWITCH

CBD Belapur

ICMS-SW1

WS-C3560-48TS

F0C1052Y0C2

IOS 12.3

3

3

SWITCH

CBD Belapur

ICMS-SW2

WS-C3560-48TS

F0C1050Y56M

IOS 12.3

4

SWITCH

CBD Belapur

ICMS-SW3

WS-C3560-24TS

CAT1047RKX1

IOS 12.3

5

SWITCH

CBD Belapur

ICMS-SW4

WS-C2960-24TT

F0C01048ZOML

IOS 12.3

6

ROUTER

CBD Belapur

ICMS BLRP

Cisco 2821

FHK1210F17Q

IOS 12.4

7

MODULE

WIC-2T

24046674

NA

8

MODULE

WIC-2T

34607504

NA

9

MODULE

WIC-2T

34971751

NA

10

MODULE

CBD Belapur

HWIC-2FE

FOC15353RBN

NA

11

MODULE

CBD Belapur

NM-2CE1T1-PRI

FOC092148N7

NA

7

12

SWITCH

NETMAGIC

ICMS NM

WS-C3550-24-EMI

CAT0832N4LV

IOS 12.1

8

14

SWITCH

NETMAGIC

ICMS NM

WS-C3550-24-EMI

CAT0836K0KZ

IOS 12.1

9

14

SWITCH

NETMAGIC

ICMS_Netmagic

WS-C3750G-48TS

FOC0930U1X3

ISO 12.2(55)

10

15

SWITCH

3 Flr Mafatlal

DC-Internal Switch

WS-C2960-48TT

F0C01144Z8ES

IOS 12.3

11

16

ROUTER

3 Flr Mafatlal

Router (NSDL Nariman Point)

Cisco 1841

FHK1042173K

IOS 12.3

17

ROUTER

3 Flr Mafatlal

Internet LL (Airtel OLD)

Cisco 1841

FHK10075288

IOS 12.2

18

MODULE

3 Flr Mafatlal

19

ROUTER

3 Flr Mafatlal

Cisco 2821

FHK1005F0BG

IOS 12.2

20

MODULE

WIC-1B-S/T-V3

FOC10040WMZ

NA

21

MODULE

WIC-2T

34245311

NA

22

MODULE

HWIC-2FE

FOC15353R8J

NA

23

MODULE

3 Flr Mafatlal

HWIC-2FE

FOC15353RCZ

NA

24

ROUTER

3 Flr Mafatlal

Cisco 1841

FHK102720M8

IOS 12.2

25

MODULE

3 Flr Mafatlal

HWIC-2FE

34641564

NA

15

26

SWITCH

3 Flr Mafatlal

FW Switch

WS-2940 - 8 PORT

FHK0843Y0AZ

NA

16

27

SWITCH

3 Flr Mafatlal

FW Switch

WS-2940 - 8 PORT

FHK0843W09M

NA

17

28

SWITCH

CBD Belapur

SWITCH

WS-C3560-24TS

CAT1047RKX3

IOS 12.2

18

29

SWITCH

CBD Belapur

SWITCH

WS-C2960-24TT

F0C1048Z2DC

IOS 12.3

19

30

SWITCH

Mittal Court

SWITCH

WS-C2970G-24T-E

CAT0724R12M

IOS 12.1

20

31

SWITCH

3 Flr Mafatlal

SWITCH

WS-C2970G-24T-E

CAT0725R19N

IOS 12.1

4 5 6

12

14

14

CBD Belapur CBD Belapur CBD Belapur

WIC-2T Router (Mafatlal Center)

3 Flr Mafatlal 3 Flr Mafatlal 3 Flr Mafatlal

IDBI_Router_Vsnl (Internet)

End of Sale and Support (Yes/No)

Cisco 1841

FHK100752A8

3 Flr Mafatlal

WIC-2T

34631572

MODULE

3 Flr Mafatlal

HWIC-2FE

F0C1535R8J

35

ROUTER

CBD Belapur

Cisco 1841

FHK102720MR

36

MODULE

CBD Belapur

HWIC-1FE

FOC14011BP2

37

ROUTER

Mittal Court

Cisco 2921

FGL153910C5

IOS 15.1

38

MODULE

Mittal Court

HWIC-2FE

FOC15353RCN

NA

24

39

ROUTER

Andheri-CPU

Cisco 1841

FOC144952FU

IOS 12.4

25

40

MODULE

3 Flr Mafatlal

WIC-2T

34853118

NA

41

MODULE

3 Flr Mafatlal

WIC-2T

35020346

NA

42

MODULE

3 Flr Mafatlal

WIC-2T

35020049

NA

43

ROUTER

Cisco 2621

JMX054K08X

IOS 12.1

44

MODULE

WIC-1T

25597500

45

ROUTER

3 Flr Mafatlal

Cisco 2621

JMX0534K2SE

46

MODULE

3 Flr Mafatlal

WIC-1T

25597497

47

SWITCH

3 Flr Mafatlal

SWITCH

Cisco SG300-52

DNI1535041W

31

48

SWITCH

3 Flr Mafatlal

SWITCH

DG-FS1024D

n/a

32

49

SWITCH

3 Flr Mafatlal

SWITCH

Cisco SG300-52

DNI150601QL

33

50

SWITCH

3 Flr Mafatlal

SWITCH

Cisco SG300-52

DNI1504069S

34

51

SWITCH

3 Flr Mafatlal

SWITCH

Cisco SG300-52

DNI150601NB

35

52

SWITCH

3 Flr Mafatlal

SWITCH

Cisco SG300-52

DNI150601NH

36

53

SWITCH

3 Flr Mafatlal

SWITCH

Cisco SG300-52

DNI150601R2

37

54

SWITCH

3 Flr Mafatlal

SWITCH

Cisco SG300-52

DNI1504068N

38

55

SWITCH

3 Flr Mafatlal

SWITCH

Cisco SG300-52

DNI150601NJ

39

56

SWITCH

3 Flr Mafatlal

SWITCH

Cisco SG300-52

DNI143803SC

40

57

SWITCH

3 Flr Mafatlal

SWITCH

Cisco SG300-52

DNI144700ZC

41

58

SWITCH

3 Flr Mafatlal

SWITCH

Cisco SG300-52

DNI143601CI

42

59

SWITCH

3 Flr Mafatlal

SWITCH

D-LINK SD 208

PSJ144701AH

43

60

SWITCH

3 Flr Mafatlal

SWITCH

Dlink-DGS1024D

f30h47b015148

44

61

SWITCH

3 Flr Mafatlal

SWITCH

Cisco SG300-52

DNI1535042C

45

62

SWITCH

3 Flr Mafatlal

Switch

Cisco SG300-52

46

63

SWITCH

3 Flr Mafatlal

Switch

Cisco SG300-52

47

64

SWITCH

3 Flr Mafatlal

SWITCH

DES-1024D

QB4R3CB003629

48

65

SWITCH

3 Flr Mafatlal

SWITCH

DG-GS1008D

00143A8000215

49

66

SWITCH

3 Flr Mafatlal

SWITCH

DES-1008D

NA

50

67

SWITCH

3 Flr Mafatlal

SWITCH

DES-1016D

F30639C004108

51

68

SWITCH

Mittal Court

Switch

Cisco SG300-52

DN1604064T

52

69

SWITCH

Mittal Court

Switch

Cisco SG300-52

DN1604060V

53

70

SWITCH

Mittal Court

SWITCH

DES-1024D

54

71

SWITCH

Mittal Court

SWITCH

DES-1016D

F30639B018218

55

72

SWITCH

CBD Belapur

SWITCH

Cisco SG300-52

DNI15040L001

21

22

23

26 27 28 29

30

32

ROUTER

3 Flr Mafatlal

33

MODULE

34

3 Flr Mafatlal

ROUTER

ROUTER

ICMS_Mittal Court

ICMS_CPU_RTR

CPURouter

3 Flr Mafatlal ROUTER

IOS 12.1

IOS 12.1

IOS 12.1

56

73

SWITCH

CBD Belapur

SWITCH

Cisco SG300-52

DNI15040L002

57

74

SWITCH

CBD Belapur

SWITCH

Cisco SG300-52

DNI153403S7

58

75

SWITCH

CBD Belapur

SWITCH

Cisco SG300-52

DNI1535042B

59

76

SWITCH

CBD Belapur

SWITCH

WS-C3750G-48TS

FOC1433W54V

12.2(55)

60

77

SWITCH

NETMAGIC

SWITCH

WS-C3750G-48TS

FOC1124Y4J0

12.2(55)

Authorized Signatory Name: Company Name and Stamp

IDBI Capital Markets & Securities Ltd

RFQ for AMC of IDBI Capital Networking Devices

Annexure III — Format of NDA NON-DISCLOSURE AGREEMENT This agreement, made on this ___th day of _________, 2016 Between

IDBI Capital Markets & Securities Ltd., a Company incorporated in India and having its registered office at 3rd Floor, Mafatlal Centre, Nariman Point, Mumbai -400 021 (hereinafter referred to as IDBI Capital) and _______________________, a Company incorporated in India and having its registered office at __________________________________(hereinafter referred to as Bidder) WHEREAS IDBI Capital has floated a Request for Quotes calling for Quotes from Prospective Bidders for AMC of its Networking Devices located at IDBI Intech, CBD Belapur DC and IDBI Capital C/o Netmagic Solution, Vikhroli (“the Assignment”). AND WHEREAS the Bidder has submitted its Bid for the above Assignment. During the course of Assignment , it is anticipated that the Bidder may be privy to some of IDBI Capital’s or its affiliate's/subsidiaries/client’s trade secrets or confidential or proprietary information hereinafter collectively referred to as the confidential information; WHEREAS the Bidder protect IDBI Capital against unauthorized disclosure and/or use of the Confidential Information and Bidder under the following terms and conditions; NOW THEREFORE, in consideration of their mutual promises and intending to be legally bound, the parties have reached an agreement having the following terms: 1. Confidential Information: "Confidential Information" as used in this Agreement means any and all information, of IDBI Capital including but not limited to business plans, technical data or know-how, including without limitation any of the foregoing relating to research and development, product plans, products, services, customers, markets, software, inventions, processes, designs, drawings, engineering, hardware configurations, marketing or finances in any form including Word documents, Excel Spreadsheets, Power Point Presentations and pictures, either as printed hard copies or electronic softcopies that the Bidder may receive in the course of the Assignment. 2. Disclosure of Confidential Information: The Bidder shall hold in confidence, and shall not disclose the Confidential Information to any person and shall not use or exploit such Information for its own benefit or the benefit of another.IDBI Capital The Bidder will promptly notify the IDBI Capital if the Bidder obtains actual knowledge of any unauthorized use or disclosure of any Confidential Information.

3. Limitation on Obligations: The obligations of the Bidder specified in Section 2 above shall not apply, and the Bidder shall have no further obligations, with respect to any Confidential Information to the extent that such Confidential Information: (a) is generally known to the public at the time of disclosure through no wrongful act on the part of the Bidder; (b) is in the Bidder's possession at the time of disclosure otherwise than as a result of Bidder's breach of any legal obligation; (c) becomes known to the Bidder through disclosure by sources other than IDBI Capital having the legal right to disclose such Confidential Information; (d) is independently developed by the Bidder without reference to or reliance upon the Confidential Information; or (e) is required to be disclosed by the Bidder to comply with applicable laws or governmental regulations, provided that the Bidder provides prior written notice of such disclosure to IDBI Capital so that IDBI Capital may obtain an appropriate protective order. If failing the entry of a protective order the Bidder is, in the opinion of its counsel, compelled to disclose Confidential Information then the Bidder may disclose that portion of the Confidential Information that its counsel advices that it is compelled to disclose and will upon the request and at the expense of IDBI Capital, cooperate with IDBI Capital in its efforts to obtain a protective Order or other reliable assurance that confidential treatment will be accorded to that portion of the confidential information that is being disclosed.

4.Ownership of Confidential Information: The Bidder agrees that IDBI CapitalIDBI Capital is and shall remain the exclusive owner of Confidential Information and all patent, copyright, trade secret, trademark and other intellectual property rights therein. No license or conveyance of any such rights to the Bidder is granted or implied under this Agreement. 5. Return of Documents: The Bidder shall, upon the request of IDBI Capital, return to IDBI Capital all Confidential information and shall destroy or erase Confidential Information contained in any materials and documentation or recorded in any memory device. Within thirty (30) days of the placing of the request in writing by IDBI Capital, the Bidder shall certify in writing to IDBI Capital that it has fully complied with its obligations under this Clause. 6.Force Majeure: Neither party shall be considered in breach of this Agreement or in default of its obligations hereunder if it fails to perform or observe any or all of the terms of this Agreement resulting directly or indirectly from causes beyond the reasonable control of such party, such as but not limited to, acts of God, Civil or military authority, acts of the public enemy, war, riots, civil disturbances, insurrections, accidents, explosions, fires, earthquakes, floods, transportation embargoes, epidemics, acts of government, its agencies or officers, or any other legitimate cause beyond the control of the parties, provided the party whose performance is affected or is likely to get effected thereby, shall within reasonable time notify the other party of the occurrence of such cause.

7. Miscellaneous: (a) This Agreement shall not be modified, changed or discharged, in whole or in part, except by an agreement in writing signed by both parties. (b) This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns. Any failure or delay in enforcing any provision of this Agreement shall not constitute a waiver of such provision. (c) This Agreement shall be construed and interpreted in accordance with the laws of India and shall be subject to exclusive jurisdiction of the courts of Mumbai. (d) The provisions of this agreement shall survive for a period of one year from the date of this agreement. (e) The Bidder acknowledges that IDBI Capital would be irreparably injured by breach of this Agreement by the Bidder or the Bidder’s representatives/employees and that monetary damages may not be a sufficient remedy for unauthorized disclosure or use of Confidential Information and that IDBI Capital shall be entitled, without waiving any other rights or remedies, to equitable relief, including injunctive relief and specific performance, in the event of any breach of the provisions of this Agreement. (f) The Bidder agrees and acknowledges that they shall be liable to and shall indemnify IDBI Capital for any loss / damages/ costs incurred to IDBI Capital of whatsoever nature due to breach of confidentiality obligations set out herein. (g) All disputes arising out in connection of this Confidentiality Agreement shall be settled through arbitration in accordance with the arbitration proceeding as per Indian Arbitration and Conciliation Act, 1996. The place of arbitration shall be Mumbai. The dispute shall be referred to a Sole Arbitrator who shall be a neutral and suitably qualified third party mutually agreed upon by the parties to the dispute, failing which each party shall appoint one arbitrator each and the two arbitrators shall appoint the third or the presiding arbitrator. The arbitration proceeding shall be conducted and the award shall be rendered in English Language. The award rendered by the arbitrator or arbitrators shall be final, conclusive and Binding on all the parties to this agreement and shall be subject to enforcement in any court of competent jurisdiction. Each party shall bear the cost of preparing and representing its case, and cost of arbitration, including fees and expenses of the arbitrators, shall be shared equally by the Parties, unless the award otherwise provides. The Arbitral Award shall be final and binding on the Parties. EXECUTED as a sealed instrument as of the day and year first set forth above. Signed for and on behalf of IDBI Capital Markets & Securities Limited By ___________________ Designation_____________

)

Signed for and on behalf of __________________________

)

By ___________________ Designation_____________

) ) )

) ) )

IDBI Capital Markets & Securities Ltd

RFQ for AMC of IDBI Capital Networking Devices Annexure IV —Acceptance Certificate

Format for Unconditional Acceptance of Terms & Conditions of the RFQ: Place: Date: To VP, IT IDBI Capital Markets & Securities Ltd., 3rd Floor, Mafatlal Center, Nariman Point, Mumbai - 400 021. Dear Sir, Networking Devices for IDBI Capital Markets & Securities Ltd, Nariman Point. In respect of the AMC of Networking Devices AMC, meant for IDBI Capital Market Services Limited, please find enclosed our proposal/offer in response to your Bid document dated. 1. Having examined carefully and understood the terms of the Bid, document, the Scope, and other terms and conditions as stipulated in the Bid document dated, thereto, we, the undersigned, in conformity with the Bid document, offer to provide the Services as defined and described in the Bid document, on the terms and conditions mentioned in the Bid document and for the sum / price indicated as per Financial Bid. 2. This is to confirm that we unconditionally accept all the terms and conditions as mentioned in the said RFQ floated by IDBI Capital Markets & Securities Ltd. regarding AMC of Networking Devices. 3. We acknowledge and accept the terms and conditions for Support as stipulated below Support ±Terms and Conditions System Maintenance & Support services will include the following activities. a. b.

24 x 7 online support Onsite Patch updatation and major / minor software version Upgradation support c. Issue resolution / Onsite Visits within 2 hrs for level 0 issues d. Issue resolution / Onsite Visits within 4 hrs for level 1 issues

e. f. g.

Issue resolution / Onsite Visits within 8 hrs for level 2 issues Issue resolution / Onsite Visits within 24hrs for level 3 issues Onsite TAC and RMA Support

Any problems/Issues /Defects in CISCO Networking Devices, Enhancement requests reported to the Vendor/Bidder should be categorized based on severity as follows:

Levels

Number of Users Affected / Locations

Level 0

>100

Level 1

50