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INDIA NON JUDICIAL

Government of National Capital Territory of Delhi"'--""_"--'---------"-"-'_'---_-'--_'_'--'--'---_--------,_'-_ ..*_._._,_._-----,_----_._,_-._._-,._.-._, --_...

e-Stamp

Certificate No.Certificate Issued DateAccount ReferenceUnique Doc. ReferencePurchased byDescription of DocumentProperty DescriptionConsideration Price (Rs.)

First PartySecond PartyStamp Duty Paid ByStamp Duty Amount(Rs.}

IN-DL26930108037806P05-Sep-2017 01:01 PMIMPACC (IV)/ d1806603/DELHI/ DL-DLHSUBIN-DLDL80660355462489846167PHDFC BANK LTDArticle OthersNot Applicableo(Zero)HDFC BANK LTDNot ApplicableHDFC BANK LTD100(One Hundred only)

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StatutoryAlert:1. The. authenticity of this Stamp Certificate shoutd be verified at ..www.shcilestamp.com ". Any discrepancy in the.detaits on this Certificate. and as

available on the website renders it Invalid.2. The onus of checking the legitimacy is on the users of the certificate3. In case of any discrepancy please inform the Competent Authority,

Memorandum of Understanding

THIS MEMORANDUM OF UNDERSTANDING (MoU) made between President of Indiaacting through Mr. Ajay Kumar Rai, Dy. CEO, a duly authorised officer, Government e­Marketplace (GEM), having its office at 5, Sansad Marg, Jeevan Tara Building, New Delhi-110001 (hereinafter referred to as "GEM" which expression unless repugnant to the context,shall always mean and include its successors and permitted assigns) being the party of thefirst PART;

ANDHDFC Bank Limited, a Banking Company incorporated in pursuance of Companies Act,1956 having its registered office at Bank House, Senapati Bapat Marg, Lower Parel,Mumbai - 400013 hereinafter referred to as "Applicant Bank", of other Part.

GEM and APPLICANT BANK shall hereinafter collectively referred to as the "Parties" andindividually as "Party".

WHEREAS GEM has agreed to assign APPLICANT BANK with the task of establishing e­payment system as integrated with https://gem.gov.in for collection and transfer, toappropriate Govt. Account within permissible time, of Cost of tender documents/Registration Fees /Earnest Money Deposit (EMD)/Security Deposit (SO) / e-PBG or anyother charges due from the customers to GEM as per the Terms & Conditions set outhereinafter appearing.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL MOU AND COVENANTSAND CONDITIONS HEREIN CONTAINED, IT IS HEREBY AGREED BY AND BETWEENTHE PARTIES HERETO AS FOLLOWS:

Establishing e-payment system as integrated with https://gem.gov.in for collection andtransfer, within permissible time, of Cost of e-bid fee/Registration fees / EMD / SD/e-PBGor any interest thereon arising due to activities of the customers on https:/Igem.qov.in toappropriate Govt. Account through APPLICANT BANK as per the Terms & Conditions setout hereinafter appearing, including the following:1.0) DEFINITIONS:-

'Customer' - Customer means any person registered or to be registered with GEM websitehttps://gem.gov.in and who desires to avail services offered by GEM throughhttps://gem.gov.in and make payment from his/her account to APPLICANT BANK for thesame using any of the payment modes namely netbanking, Debit/Credit cards etc.

'Customer Charge' - means the fee payable by the customer towards Cost of e-bidfee/Registration Fee/EMD/SD/E-PBG/e-PBG and any interest thereon along withapplicable taxes, duties, cost, charges, expenses (if any) as prescribed by GEM inconformity with the applicable Rules & Regulations.

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

"Charge back transaction" means those transactions which the Customer disputes fornot having received the products/services as per purchase orderiTerms & Conditions from .

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'C:_fl~eti.v~Date' means the d .date of signing of MOU, exce;tt~no:P~~~~~~f;u~:~~)iSW~~U~Yd.theParties which will be the, . re In tcatec otherwise.

FaCIlity' means Payment Gateway facilit (APSyst~m) provided by the APPLICANT BAN~ . ~L1CANT ~ANK Multi Option Paymentof this MOU and any other services that augmas~negrated With https://gem.gov.in in terms

en or enhance the current facility:

'Order or service request' ..GEM through httPs://gem.go~.~~nsan order for availing services raised by the customer on

'Service' means any serv' th t ff .payment of which is t b Ice da 0 ers to provide, and that is availed by the customer theany other Channel Wi~ A~~LalceAtNhTroBugAhNtK/hecustomer's valid Internet Banking Accou~tlor

or any other bank.

'Tra~sac~ion' ~eans every service request that results in delivery of successful com letionconfirmation/failure report by the APPLICANT BANK to GEM in respect of which ~ervicerequest was placed by the customer or information accessed by Customers from GEMthrough https://gem.gov.in.

"Pooling I Nodal Account" means account of GEM with Branch of APPLICANT BANK forthe purpose of facilitating online payments with respect to RBI notification dated 24th Nov2009. The Branch will open Nodal/Pooling Accounts for collection of E-bid fees andRegistration fees/ EMD / SD/e-PBG and any other fees and these account numbers will beintimated by APPLICANT BANK to GEM after signing of this MoU.

"State GEM Pool Account" means account of respective State/Center/PSU etc withBranch of APPLICANT BANK for the purpose of facilitating online payments forDepartments of Center/State Government, PSUs, Automomous Bodies, Statutory Bodies,Local Bodies of Center/State Government and these account numbers will be intimated byAPPLICANT BANK to GEM as and when opened for Departments of Center/StateGovernment, PSUs, Automomous Bodies, Statutory Bodies, Local Bodies of Center/StateGovernment.

'Transaction value' is defined as total transaction value of all successful transactionsrouted through APPLICANT BANK Internet Banking.

2.0)

a)

b)

3.0)

a)

i)

TERM: NON-EXCLUSIVE

This MOU shall become effective on the date as defined above and shall remain infull force and effect for a period of five years from the effective date, subject to theperiodical review on need basis for incremental facilities desired by GEM which maybe extended thereafter by mutual consent among the parties.

Nothing in this MOU shall prohibit the GEM or APPLICANT BA~K fr~m engagin~ forservices similar to those provided under this MOU to others, Including competitorsof GEM/APPLICANT BANK.

Responsibility of APPLICANT BANK

In Management of facility, APPLICANT BANK agrees to

~~~~~~~~Sk.~O~~sure continued operation of services through web portal of

ii)~:~e ~~~t~~~~~~~~~~!~~nd~~a~i~~~~~~t~ye~~~re~~ftPwrOaVreidefthe fa(cAi)lityin a ma~nerinte r (B) rom unauthonsed. ~ce~ion, undetected unauthorised modification or alteration after its

origination, (C) undet~cted initiation by persons posing as other persons or entitt(D) unauthonsed replication. lies,

iii) Make its best e~orts with due diligence to ensure Contingency plans/disasterrecovery mechanism for unforeseen circumstances.

iv) To ~n~ure secu~ity of the data and the software residing on Bank's server withperiodical. security audit of the software being used in providing the services onwww.ApplicantBank.com.

Limitations: The APPLICANT BANK obligations described above are subject tothe following limitations:

i) Messages that originate from the server hosted by NIC acting on behalf of theGEM or the server of any third party designated by GEM shall be deemed to beauthorised by the GEM, and APPLICANT BANK shall not be liable for processingsuch messages; save and except for the data processing required for acceptingthe payment tendered through e-Payment system for the compliance/informationsought by the GEM/customer.

ii) APPLICANT BANK would in no way be responsible for the security of dataresiding on the server hosted by NIC acting on behalf of the GEM, or a third partydesignated by the GEM.

b)

iii) APPLICANT BANK shall have no liability for any failure or delay in performingits obligations under this MOU if such failure or delay: (A) is caused solely by the"GEM/NIC" acts or omissions; (B) results from actions taken by the APPLICANTBANK in a reasonable good faith effort to avoid violating a law, rule or regulationof any governmental authority or to prevent fraud on Customers; or solely due tothe inability of the "GEM" or "NIC" acting on behalf of the GEM to process themessage/information supplied by the APPLICANT BANK ; (C) is caused bycircumstances beyond the APPLICANT BANK control, including but not limited tovandalism, hacking, theft, phone service disruptions, internet disruptions, loss ofdata, extreme or severe weather conditions or any other causes in the nature of"ACTS OF GOD" or force majeure.

Customer Support: -APPLICANT BANK shall endeavour to provide best customersupport to the Customers with respect to using the facility in terr:nsof the applic~bleRules & Regulations prescribed by law. Such support shall Include appropriatenotice to the Customers of (i) a means of contacting the APPLICANT BANK in theevent the Customer has questions regarding the mode of payment by InternetBanking through their web portal (ii) reference to the available procedures forresolving any query or disputes.

If there is any failure to comply with this paragraph by APPLICANT BANK, which iscausing an unacceptable accountability/burden on .the e-Procureme.nt sy~tem,GEM may take suitable action stating reasons thereto If such non-compliance ISnotremedied within 7 days.

6.0) PROVIDING COLLECTION INFORMATION TO GEM:

a. MIS on the agreed format for amount collected towards Cost of E-bid fees/RegistrationFees ( in context of e-AuctionlTender only)/EMD/SD/E-PBG and any interest thereon,will be sent to the https://gem.gov.in portal by SSL mode by 16.00 Hrs the followingworking day.

b. The MIS files will be consolidated/named as (--ddmmyy) and then transmitted tohttps://gem.gov.in in secured and safe manner as per the formats desired by GEM incompatible data form. APPLICANT BANK will also arrange to provide additionalinformation as specified by GEM from time to time. These MIS files will also bemaintained for generation of exception reports in format specified by GEM onAPPLICANT BANK's portal of www.hdfcbank.com with access to authorizes GEMusers for accessing and downloading daily MIS reports/statements.

7.0) RECONCILIATION AND GENERATION OF EXCEPTION REPORTS:

GEM will carry out a two stage reconciliation of the payment data MIS sent to thehttps://gem.gov.in portal by APPLICANT BANK:

i. Reconciliation of total amount collected for GEM as reported by APPLICANT BANK andthe total amount payable to GEM at the end of a particular day's transaction.APPLICANT BANK shall provide necessary information on format as desired by GEMfrom time to time.

ii. Reconciliation of total collected amount reported by APPLICANT BANK in MIS sent tohttps://gem.gov.in portal with the actual amount credited by APPLICANT BANK toGovernment account for settlement of Government funds as per laid down instructions.APPLICANT BANK shall provide necessary information on format as desired by GEMfrom time to time.

iii. GEM will separately generate exception reports by processing the MIS for internalchecks as and when required. In addition exception reports shall be generated byAPPLICANT BANK on applications received from customers.

8.0) HANDLING OF EXCEPTION ERRORS:

i. GEM while processing the MIS received from APPLICANT BANK on a daily basisshall seek confirmation from APPLICANT BANK of the duplicate payments, if any, anddeal with the customers directly regarding corresponding refunds, if needed. GEM willalso deal directly with the customers, who have not paid appropriate customerscharges.

ii. APPLICANT BANK shall provide necessary assistance in reconciliation of financialtransactions made by customers using the portal of GEM https://gem.gov.in andwww.hdfcbank.com .Any Information sought by GEM for such reconciliation shall beprovided by APPLICANT BANK in electronic form and in format specified by GEMwithin 2 working days of the request. Other exceptions may be handled byAPPLICANT BANK and GEM as mutually agreed upon.

iii. APPLICANT BANK will designate a NODAL OFFICER at it's New Delhi Main Branch(the Focal Point Branch), who shall be responsible for supply of information and dataas may be required by GEM for reconciliation.

iv. Bank shall provide necessary information to the GEM for satisfactory redressal ofcomplaints of concerned customers arising out of errors or delay in capturing of d~~;<'->

The APPLICANT BANK will prominently display on its website the details of servicefee chargeable as agreed between GEM and Bank, to customers for using thefacility of payment gateway Internet banking.

The APPLICANT BANK will provide email id and telephone numbers to display onGEM website (https://gem.gov.in) for any customer grievances, redressal or query.

c) Compliance with Law & guidelines: The APPLICANT BANK shall at all timescomply with applicable laws of the land, rules and regulations in so far as relevantto its use of the Facility. The APPLICANT BANK will at all times comply with theguidelines set by RBI/Ministry of Finance/GEM or any other Govt. body asapplicable from time to time. GEM shall not be responsible for APPLICANT BANKact of non-compliance with applicable laws and regulations. If the utilisation of theFacility by the APPLICANT BANK results in or may result in non-compliance beingplaced on the GEM under RBI guidelines, provided the GEM, has duly notified inwriting to the APPLICANT BANK and the APPLICANT BANK has not remediedwithin 7 days, such utilisation shall be deemed to be a violation of this MOU.

d) Prevention of Infringement: If for any reason the software of the facility or itscomponent becomes, or in the opinion of GEM is likely to become, the subject of aclaim of infringement, then APPLICANT BANK shall, at its expense, either (i)procure the right to continue using the software as permitted in this MOU, or (ii)replace or modify software or the infringing component of the software so that itbecomes non-infringing. If, after using commercially reasonable efforts, theAPPLICANT BANK is unable to cure the infringement, GEM may seek to resolvethe dispute as deemed fit.

4.0) Collection of Customer Charges

i) APPLICANT BANK will arrange for collection of Cost of e-bid fees/Registration Fees(in context of e-Auction/Tender only)/EMD/SD/E-PBG or any interest thereon for theGEM through the following Channels and transfer of the amount as instructed throughhttps://gem.gov.in to designated Government account on completion of transaction.

i. APPLICANT BANK's Internet Banking through Direct Debit to the account ofcustomer.

ii. Debit Cards of APPLICANT BANKiii. Other Banks Internet Banking/Debit Cardsiv. VISA! MASTER Credit Cards.

APPLICANT BANK will arrange to debit the customer account, irrevocably, on receiptof instructions from GEM site (https://gem.gov.in) duly authenticated/ authorisedby the customer.

ii) On debit to Customer's account in APPLICANT BANK, APPLICANT BANK shallautomatically credit the Internal Collection Account for a like amount on T+1 basis(within one working day after the date of the transaction) and settle the funds with RBIas per Govt. Business Rules within the time lines prescribed by Reserve Bank ofIndia. In case of other Bank's customer, APPLICANT BANK will credit the collectionaccount on T+1 basis, where 'T' means the day when APPLICANT BANK will receivethe funds from other banks.

, .1".-\

Repudiation of Payment:

APPLICANT BANK may repudiate payment in respect of Orders where:i. As prescribed by the VISA/MasterCard orany other Card Organisation(s).ii. If no such time line is prescribed, then within 21 days of intimation from APPLICANT

BANK to GEM.

a) Payment of any order, which the Customer disputes, APPLICANT BANK shall ask theCustomer to deal the case directly with merchant i.e GEM as per Clause 8 below.However, if such dispute is not resolved within the timelines or in case the customer isnot satisfied and demands the same from APPLICANT BANK, then APPLICANT BANKshall intimate GEM on the same and GEM shall resolve the dispute within aforesaidtimelines, failing which, APPLICANT BANK shall debit the Internal Collection Accountand credit the Customer's account.

b) Where APPLICANT BANK is entitled to repudiate payments in respect of an Order forreasons as mentioned in 4 (a) above and has already credited the Internal CollectionAccount of GEM as per clause 4(ii) hereinabove, APPLICANT BANK shall be entitledto refund, by way of Debiting the Internal Collection Account of DG S&D with aintimation to DG S&D, or,

c) Call upon GEM to deposit the relevant amount in their Collection Account within 7working days

5.0) APPLICANT BANK INTERNET BANKING: DIRECT DEBIT

• GEM do understand and agree to the following system of Internet Banking forfacilitating transaction on GEM Website (https://gem.gov.in) on account of Cost of E­bid fees/Registration Fees/EMD/SD/E-PBG or any interest thereon arising due toactivities of the customers on the said website or any other transaction agreed tosubsequently through mutual consent.DGEM through NIC shall provide a link to the APPLICANT BANK Internet Bankingportal viz. www.hdfcbank.com and Customers willing to exercise this option of payment(who shall have an account with APPLICANT BANK having Internet Banking facility withtransaction rights) shall be directed to the same along with a string containing a uniqueReference ID (RID) and other parameters which need to be displayed to customer onAPPLICANT BANK website. On confirmation of payment by customer, uniqueTransaction ID would be generated by www.hdfcbank.com with the success/failure flagand the customer will be directed back to the https://gem.gov.in portal.

•

• Electronic confirmation as Cyber Receipt bearing the unique Reference ID (RID)and unique Transaction ID, Amount and Time would be displayed to the customerimmediately after receiving success message by https://gem.gov.in.

• The https://gem.gov.in portal shall send a verification string direct towww.hdfcbank.com for independent verification of status, amount of transaction andother details identified with unique Transaction ID generated by www.hdfcbank.com.Irrespective of the message received in response, no transaction status shall be treatedas successful if the verification activity of a transaction has failed (Double Verification).

• On successful payment, the said amount of transaction towards E-bidfees/Registration Fees/EMD/SD/E-PBG or any interest thereon would be credited tothe GEM Account. ...J ' ~<::~;~';<:::~"

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6.0) PROVIDING COLLECTION INFORMATION TO GEM:

8. MIS on the agreed format for amount collected towards Cost of E-bid fees/RegistrationFees ( in context of e-Auction/Tender only)/EMD/SD/E-PBG and any interest thereon,will be sent to the https://gem.gov.in portal by SSL mode by 16.00 Hrs the followingworking day.

b. The MIS files will be consolidated/named as (--ddmmyy) and then transmitted tohttps://gem.gov.in in secured and safe manner as per the formats desired by GEM incompatible data form. APPLICANT BANK will also arrange to provide additionalinformation as specified by GEM from time to time. These MIS files will also bemaintained for generation of exception reports in format specified by GEM onAPPLICANT BANK's portal of www.hdfcbank.com with access to authorizes GEMusers for accessing and downloading daily MIS reports/statements.

7.0) RECONCILIATION AND GENERATION OF EXCEPTION REPORTS:

GEM will carry out a two stage reconciliation of the payment data MIS sent to thehttps://gem.gov.in portal by APPLICANT BANK:

i. Reconciliation of total amount collected for GEM as reported by APPLICANT BANK andthe total amount payable to GEM at the end of a particular day's transaction.APPLICANT BANK shall provide necessary information on format as desired by GEMfrom time to time.

ii. Reconciliation of total collected amount reported by APPLICANT BANK in MIS sent tohttps://gem.gov.in portal with the actual amount credited by APPLICANT BANK toGovernment account for settlement of Government funds as per laid down instructions.APPLICANT BANK shall provide necessary information on format as desired by GEMfrom time to time.

iii. GEM will separately generate exception reports by processing the MIS for internalchecks as and when required. In addition exception reports shall be generated byAPPLICANT BANK on applications received from customers.

8.0) HANDLING OF EXCEPTION ERRORS:

i. GEM while processing the MIS received from APPLICANT BANK on a daily basisshall seek confirmation from APPLICANT BANK of the duplicate payments, if any, anddeal with the customers directly regarding corresponding refunds, if needed. GEM willalso deal directly with the customers, who have not paid appropriate customerscharges.

ii. APPLICANT BANK shall provide necessary assistance in reconciliation of financialtransactions made by customers using the portal of GEM https://gem.gov.in andww~.hdfcbank.com .Any Information sought by GEM for such reconciliation shall bep~o~lded by A~PLlCANT BANK in electronic form and in format specified by GEMwithin 2 working days of the request. Other exceptions may be handled byAPPLICANT BANK and GEM as mutually agreed upon. .

APPLICANT ~ANK will designate a NODAL OFFICER at it's New Delhi Main Branch(the Focal POint.Branch), who shall be responsible for supply of information and dataas may be required by GEM for reconciliation.

iii.

iv.

v. APPLICANT BANK will ensure f If'between GEM portal https:llgem ~o proo ;echanlsm for uninterrupted data transferof transaction In f .' o~.m an .www.hdfcbank.com to ensure completionBANK h "h' case 0 .any Inte~mJttentfailure or downtime of servers, APPLICANT

s a ave exception handling mechanism to meet this objective.

9.0) SERVICE FEE

a) No cha~~es,whatsoeyer, will be payable by GEM to APPLICANT BANK for providing~he facility for collection of Cost of e-bid fees/Registration Fees/EMD / SO or anyInterest thereon.

b) However, in consideration of the Payment Gateway facility being provided by theAPPLI~ANT BAN.K, the GEM agrees to APPLICANT BANK for charging andcollecting the Service Fee or any other charges from the customers in addition to theCustomer Charges levied by the GEM in accordance with the procedure and manneragreed to between the APPLICANT BANK and GEM.

c) The Service Fee and other charges charged by APPLICANT BANK from customersare defined in Annexure-'B' of this MOU.

10.0) RECORD RETENTION

The parties hereby agree that in the course of performing the functions and obligationsunder this MOU, the Parties shall retain all records and information for such period and insuch form as per their record retention policy.

11.0) FORCE MAJEURE

Neither Party to this MOU shall be liable to the other for any loss or damage which may besuffered by the other due directly to the extent and for the duration of any cause beyondthe reasonable control of the Party unable to perform ("Force Majeure") events such as butnot limited to Acts of God not confined to the premises of the Party claiming the ForceMajeure, flood, drought, lightning or fire, earthquakes, strike, lockouts beyond its control,labour disturbances not caused at the instance of, or limited to, the Party claiming ForceMajeure, acts of Government or other competent authority, war, terrorist activities, militaryoperations, riots, epidemics, civil commotionsetc.

12.0) ARBITRATION

(i) In the event of any dispute or differences between the parties hereto, such disputesor differences shall be resolved amicably by mutual consultation or through the goodoffices of empowered agencies of the government. If such resolution is not possible,then, the unresolved disputes or differences shall be referred for arbitration. Theparties hereby agree that, notwithstanding anything contained in any of thedocuments executed between the parties, in the event of any dispute or differencesrelating to the interpretation, application and enforceme~t of the provisio~s ~f thecontracts, such dispute or difference shall be referred by either party for.Arbitration tothe sole Arbitrator in the Department of Public Enterprises to be nominated by theSecretary to the Gol in-charge of Department of Public Enterprises. "TheArbitration& Conciliation Act, 1996 shall not be applicable to arbitrati~n under thl.s clause. Theaward of Arbitrator shall be binding upon the parties to the dispute, provlde.d,ho~ever,any party aggrieved by such award may make a further reference .for s~tt~ngaside orrevision of the award to Law Secretary, Department of Legal Affairs.' Ministry of Lawand Justice, Gol. Upon such reference, the dispute shall be decided by the Law

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Secretary or Special Secretary/Additional Secretary, when so authorized by the LawSecretary, whose decision shall bind the Parties finally and conclusively. The Partiesto the dispute will share equally the cost of arbitration fixed by the Arbitrator.

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

(iii) The parties agree that any decision for any award of any arbitral tribunal pursuant tothis clause shall be a domestic award and final conclusive and binding upon theparties and person(s) affected by it. The parties also agree that any arbitration awardrendered pursuant to this clause may be enforced by any court of competentjurisdiction.

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

(v) The arbitration proceedings will be conducted as per relevant clauses of GCC ofGEM.

(vi) Any dispute or differences between the customer and GEM shall be governed by thearbitration clause contained in the relevant auction sale condition of the GEM.

13.0) TERMINATION:

a} This MOU may be terminated by either GEM or the APPLICANT BANK with priorwritten notice of at least 120 days in the event any of the other party commits anybreach of the terms of this MOU and if such breach is not remedied within the above­mentioned notice period.

b} Upon termination by either, the APPLICANT BANK or GEM, the APPLICANT BANKshall within 45 days of the termination hand over/furnish to GEM allinformation/transaction details, any material relating to transaction in its possessionas on the date of termination of the MOU, save and except such information whichthe APPLICANT BANK may be required to retain as per the applicable, BankingRegulations or any other regulatory requirements. Simultaneously the GEM shallwithin 45 days of termination provide and furnish documents, information, material asit may be required to furnish to the APPLICANT BANK for the purpose of this MOU.Notwithstanding any such termination the GEM and APPLICANT BANK shall continueto co-operate and assist each other in completing resolving any issues / legal caseswhich may have been instituted pursuant to the transactions originating under thisMOU.

14.0) CONFIDENTIALITY CLAUSE

The Parties agree and acknowledge that in connection with this MoU, each Party willhave access to certain trade-secrets and other non-public confidential information of theother during and in connection with its performance of Services hereunder ("Confidentialand Proprietary Information"), and hereby agrees not to disclose any ConfidentialInformation to any third party and not to use any such Confidential Information for anypurpose other than those as strictly required for performance under this MoU. All suchConfidential Information is and shall remain the exclusive property of the disclosing Partyand no license shall be granted or implied with respect to such Confidential Informationby reason of other Party's access to such Confidential Information. Each Party agrees to

protect the proprietary information of the other with the same standard of care andprecaution used by each to protect its own proprietary information of similar importance.

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

without restriction.b) Is rightfully received by the personnel of both the Parties from Third party

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

received from sources other than the Parties themselves.d) Is independently developed by the personnel of both the Parties without use or

reference to Confidential and Proprietary Information.e) Is disclosed under any judicial or regulatory directive or disclosed to auditors

appointed under any law.However, the above exclusions shall not be applicable in respect of the Customer dataof the Bank/APPLICANT BANK and customer data shall always remain confidential andproprietary information.

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

15.0} GENERAL PROVISIONS

a) Entire MOU: This MOU including Annexures A and B constitutes the entire MOUbetween parties pertaining to the subject matter hereof and supersedes in their entiretyall written or oral MOUs between the Parties. Each party acknowledges that it has notrelied on or been induced to enter into this MOU by a representation or warranty otherthan those expressly set out in this MOU. To the extent permitted by Applicable Law, aparty is not liable to another party in contract or tort or in any other way for arepresentation or warranty that is not set out in this MOU.

b) Relationship between Parties: The Parties to this MOU are independent contractorsand nothing in this MOU shall make them joint ventures, partners, employees, agentsor other representatives of the other Party hereto. Neither Party shall make anyrepresentation that suggests otherwise.

c) Severability: If any provision of this MOU is determined to be unenforceable for anyreason, then the remaining provisions hereof shall remain unaffected and in full forceand effect.

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

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

f) Rights And Remedies; Waiver: All rights and remedies hereunder shall be cumulativeand may be exercised singularly or concurrently. If any legal action is brought toenforce any obligations hereunder, the prevailing Party shall be entitled to receive itsattorney's, fees, court costs and other collection expenses, in addition to any other

relief it may receive. If either Party fails to perform its obligations under any provisionof this MOU or the other Party does not enforce such provision, failure to enforce onthat occasion shall not prevent enforcement on later occasions.

g) Survival of Provisions: Notwithstanding any other provision to the contrary herein,terms, which by their nature survive termination or expiration of this MOU, shall bindthe parties following any expiration or termination of this MOU.

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

i) Jurisdiction and governing law: This MOU shall be governed by the laws of India onlyand no other nation. The Parties agree to submit to the exclusive jurisdiction of theCourts located in Delhi, India as regards any claims or matters arising under or inrelation to these terms and conditions.

j) Headings and sub - headings: The headings and sub headings in this MOU are forconvenience only and do not affect the meaning of the relative section / clause.

k) Notices: Any notice, direction or instruction given under this MOU or other documents,which may be given by either Party under this MOU, shall be in writing and deliveredin person or by pre-paid recorded delivery post or by facsimile transmission. The noticeshall be addressed to the other Party's office address as mentioned first herein above.Notice and instructions will be deemed served 7 days after posting or upon receipt inthe case of hand delivery, cable or facsimile.

16.0) GEM hereby undertakes and agrees to indemnify APPLICANT BANK and holdAPPLICANT BANK harmless and keep at all times fully indemnified and held harmlessfrom and against all actions, proceedings, claims, liabilities, penalties, demands andcosts, awards, damages, losses and/or expenses howsoever arising directly orindirectly as a result of:(a) any breach or non-performance by GEM of any of their undertaking, warranty or

obligation under this MoU, or(b) any claim or proceedings brought by the Customer against APPLICANT BANK in

respect of any Product / Service.

GEM shall also fully indemnify or hold harmless APPLICANT BANK against any loss,costs, charges, expenses, demand or liability whether direct or indirect out of claim bythird party that GEM products infringe intellectual property rights. Bank (i) shall provideprompt written notice of such claim to the GEM and (ii) shall allow the Merchant todefend any such claim using counsel of its choice. (iii) Bank shall not settle any suchclaim without the express written consent of the GEM.

17.0) The parties represent and warrant to each other that they have all corporate, statutoryand other authorizations, licenses and consents necessary to legally execute andperform its obligations under the Memorandum of Understanding and shall continue tohave all such authorizations, licenses and consents at the time it carries out itsrespective rights and obligations hereunder or seeks to exercise and / or enforce anyof its rights under this Memorandum of Understanding.

In WITNESS whereof the parties herein through their authorized representatives havesigned this Memorandum of Understanding on the __ day of October, 2017 at New Delhiin the presence of the under-mentioned witnesses.

Signed, sealed and delivered in presence of:

On behalf of the GEM

Signature _

Name:Designation:Address: 5, Sansad Marg,Building, New Delhi-110001

On behalf of the APPLICANT BANK

Signature ~a.M4 ~\ -------Name: Shifali Jain

Designation: Sr. Vice President

Jeevan Tara Address: B6/3, Safdarjung Enclave, opp DeerPark, New Delhi 110029

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WitnessSignature. _Name:Designation:Address:

Annexure to MOU between GEM and APPLICANT BANK

ANNEXURE A

1. APPLICANT BANK will provide following facilities to https://gem.gov.in (GEM):

Direct Debit of Customers/ Bidders Account using

• INB of APPLICANT BANK

• Debit card of APPLICANT BANK

• Other Banks Internet banking/Debit Cards

• VISA! MASTER Credit Card

2. GEM will ensure that the portal https://gem.gov.in are secured sites, verified by Verisign

or equivalent.

3. GEM will arrange for security audit of the web site https://gem.gov.in and submit Vendor

site compliance certificate from a security consultant empanelled with CERT-IN.

4. All communication between www.onlineApplicant Bank.com and https://gem.gov.in will

be in encrypted mode with a checksum attached to it. APPLICANT BANK will share a key

with GEM for encrypting the messages exchanged between APPLICANT BANK & their

server.

5. Any action for the online request received from https://gem.gov.in be solely on the basis

of identifier available in the request string like 'Registration of bidder as 'REG', Collection of

E-bid fees as 'TENFEE', Collection of Registration Fees as 'REGFEE', Collection of E-bid

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

6, GEM will ensure to match the responses from APPLICANT BANK with every request

of debit to customer/bidder generated from its site. In case of pending response or

responses, GEM will verify the responses from APPLICANT BANK server by sending

verification requests.

7. Cut off time for APPLICANT BANK's day's report will be 1700 hrs.

8. Bank will accept all requests only from https://gem.gov.in for processing the payments.

Bank will not be responsible for any loss or claim against such requests initiated from

https://gem.gov.in.

9. The MIS file is provided to the GEM on next working day at the earliest possible time

latest by 1600 hrs.

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

processing the transaction or non-availability of services through www.ApplicantBank.com

due to any technical snag in the system or loss of connectivity or for any other reason

whatsoever, if claimed by the customer/Bidder/GEM.

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ANNEXURE B

Charges to be levied on customers for collections* under Multi Option Payment System:Type of Transactions Commission

1 HDFC Bank Net Banking NIL

2 Other Bank's Net Banking Rs. 6 1-per Transaction + taxes as applicable

3 All bank's Debit Card Rs 10 per transaction + taxes for transactions upto

Rs 2000

1% of transaction value (trx amount more than Rs

2000) + taxes as applicable

4 Credit Card Transaction 1% of transaction value + taxes as applicable

"Besides above charges levied on customers, APPLICANT BANK will be entitled forapplicable agency commission as decided by RBI from time to time for governmenttransactions.

Charges to be levied for handling online collection and refunds of EMO I SOl e-PBGunder e-tendering:

A. Online Collection of E-bid fees

Type of Transactions Commission

1 HDFC Bank & Select Bank's Net Rs. 20 /- per Transaction + taxes as applicable

Banking

2 Other Bank's Debit Card Rs 10 per transaction + taxes for transactions upto

Rs 2000

1% of transaction value (trx amount more than Rs

2000) + taxes as applicable

3 Credit Card Transaction 1% of transaction value + taxes as applicable

B. Online Collection of EMO I SO/e-PBG

Type of Transactions Commission

HDFC Bank & Select Bank's Net 1% of transaction value + Taxes (maximum Rs

Banking 1501- + taxes)

2 Other Bank's Debit Card Rs 10 per transaction + taxes for transactions upto

Rs 2000

1% of transaction value (trx amount more than Rs

2000) + taxes as applicable

3 Credit Card Transaction 1% of transaction value + taxes as applicable

For e-PSG: No charge to levied during first year of MOU after that rate per e-PSG will benegotiated with GEM to be collected from the supplier.Above mentioned rates are exclusive of taxes. Agency commission if applicable will berecovered separately.

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