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Request For Proposal (RFP) for appointment of Creative Agencies

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NOTICE INVITING TENDER

Appointment of Creative Agencies for IDBI Bank Ltd.

1. IDBI Bank Ltd. (IDBI Bank) invites tenders for “Appointment of Creative

Agencies”.

2. Interested bidders may peruse the detailed RFP hosted on www.idbi.com

3. IDBI Bank is looking for creative agencies to provide creative services for

Brands, Products and other communications in addition to consulting on

marketing strategy for domestic focused campaigns. The agencies should

have experience in developing creatives for multiple media vehicles including,

TV, radio, print, digital, mobile, out-of-home (outdoors) etc. IDBI Bank is

looking for two categories of Creative Agencies as mentioned below.

4. The first Agency (Creative Agency 1) category would take care of creative

services for the IDBI Bank Brand and its flagship product communications,

along with creatives and strategies for some of the focused marketing

campaigns and other communications. The second Agency (Creative Agency

2) category would provide services to the IDBI Bank for some select product

ads, Statutory/Notice Ads, as decided by the Bank,Below the Line (BTL)

activities/ creatives/ communications like posters, banners, fliers etc and other

associated activities/ services.

5. An Agency can apply for any one category only. Pricing for each of these two

categories of Agencies would be arrived at through separate financial bids

using Reverse Online Auction (ROA) mechanism .

6. IDBI Bank reserves the right to decide on the number of agencies in each

category and the inter-se allocation of work between them.

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Process of selection shall be as follows:

IDBI Bank would be detailing the minimum pre-qualification requirements and

the process of selection in the RFP for both the categories of Creative

Agencies.

Bidders who qualify as per the minimum eligibility criteria would be required to

make a presentation before a designated Committee at IDBI Bank, Corporate

Centre, Cuffe Parade, Mumbai.

The designated Committee would evaluate the quality of Bidders on the

criteria mentioned in the RFP based on their proposals received and their

presentation evidencing fulfillment of eligibility criteria (technical bid) and

shortlist them for the purpose of Financial Bidding. The presentation would be

evaluated on a score of 100.

Financial Bids of only the short listed Bidders (who score at least 75 out of

100 in the presentation) would be undertaken through a ROA for each

category separately. The date, time and ceiling of the financial bids would be

announced in due course.

Pricing for each of these categories of Agencies would be arrived at

separately through separate financial bidding for each category.

The marks scored by the short listed bidders in the “Technical Bid” which

essentially rates the bidder on quality criteria will be given a weightage of

75% based on their presentations. The financial bids of the short listed

bidders will be given a weightage of 25%. The combined score of technical

and financial bids will determine the final ranking; H1, H2, H3 and so on. The

Bank will at its sole discretion appoint the requisite number of creative

agencies based on their overall rankings.

In case of a tie between bidders after combining the quality and price score,

the bidder with higher quality score would be preferred.

The tenure of the contract with the Agencies, so appointed, in each category

would run till March 31, 2016 under the current RFP. However, this would be

subject to satisfactory performance of each agency during the period ended

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March 31, 2015, which would be solely adjudged by IDBI Bank. In case the

performance of any Agency/ies in either category is/are deemed

unsatisfactory, their contract will be terminated as per the provisions of the

„termination of contract‟ clause mentioned in the RFP.

The commission on gross media billing, decided through the process of ROA

would remain valid for the entire contract period upto March 31, 2016.

The cap on monthly art-work charges (as detailed in the Fundamental Bid

clause of the RFP), can be raised by upto 10% at the end of March, 2015, at

the sole discretion of IDBI Bank, in case there is a commensurate increase in

work that justifies the higher cap, otherwise the earlier charges would remain

valid till March 31, 2016.

The Bidders shall submit their offers strictly in accordance with the Terms &

Conditions of the Tender document. Any tender that stipulates conditions

contrary to the conditions given in the tender document stands disqualified.

All bids contained in the sealed envelope as above, clearly indicating the

category of Agency for which the bidder is applying, must reach „General

Manager, Corporate Strategy & Communications Department (Corporate

Communication), IDBI Bank Ltd., 19th floor, IDBI Tower, WTC Complex, Cuffe

Parade, Mumbai – 400005 latest by 10.00 am on March 24, 2014 and the

bids will be opened as per schedule below:

Creative Agency 1 - by March 24, 2014 at 11:00 am

Creative Agency 2 - by March 24, 2014 at 3:00 pm

Any Tenders received by IDBI Bank after the deadline for submission of

tenders prescribed by IDBI Bank will be rejected and returned unopened to

the Bidder. IDBI Bank shall not be responsible for any postal delay or non-

receipt/ non-delivery of the documents.

During opening of the bids all bidders are requested to be present at the

Mezzanine Floor, IDBI Bank, IDBI Tower, WTC Complex, Cuffe Parade,

Mumbai.

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IDBI Bank reserves the right to reject any or all the bids without assigning any

reasons thereof.

IDBI Bank also reserves the sole right for carrying out

amendments/modification/changes including any addendum to this RFP. All

Bidders who have received this RFP document shall be notified of the

amendment and all such amendment (s) shall be binding on all of them.

The Bidder shall bear all costs associated with the preparation and

submission of the Tender and IDBI Bank will in no case be held responsible

or liable for these costs, regardless of the conduct or outcome of the

tendering process.

Sd/-

(Edwin Fernandes)

General Manager

Corporate Strategy and Communications Department

IDBI Bank Ltd.

Place: Mumbai

Date: February 24, 2014

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INSTRUCTIONS FOR TENDERING

Before tender submitting, the Tenderers are requested to carefully examine

the Tender Documents, Terms & Conditions of Assignment, Specifications

and if there is or appears to be any ambiguity there in, they should

immediately refer the matter to IDBI Bank, for clarification.

(i) The Tenderer shall complete the annexed form of Tender and information

called for therein, and shall sign each of the documents with date. The

Authorised signatory of the Tenderer shall initial each page of the Tender

Document.

(ii) The Tender shall contain a name with designation, an address, Tel. No.,

e-mail and Fax No. for serving notices required to be served to the Tenderer

in connection with the Tender.

(iii) Tenders should be submitted in a sealed envelope clearly indicating the

name of the tenderers on the envelope as also indicating on top of the envelope

“Appointment of Creative Agency (Category 1/2 as applicable) for IDBI Bank Ltd.”

[Bidder may please indicate only the applicable category i.e. Creative

Agency 1 or Creative Agency 2]

All forms may please be filled in Arial 12 Font in double spacing format.

The Tender shall be accompanied by the document proofs for qualifying

requirements in the same order, mentioned in the RFP. Documents not

required as part of the Tender should not be provided.

IDBI Bank does not bind itself to accept the lowest or any Tender and has the

right to refuse any Tender without assigning any reason or select any Bidder

that is in the final evaluation list. IDBI Bank also reserves the right to re-issue

the Tender without Tenderers having the right to object against such re-issue.

IDBI Bank also reserves the right to extend the validity period of the Tender.

All certificates must be on respective letterheads signed by the authorized

signatory.

For any clarification, the tenderer may contact Mr. N P D‟Mello, DGM, IDBI

Bank, at (022) 66552157 or e-mail at np.dmello@idbi.co.in.

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FORM OF TENDER

The General Manager Corporate Communications Division Corporate Strategy and Communications Department IDBI Bank Ltd. 19th Floor, IDBI Tower, WTC Complex Cuffe Parade Mumbai - 400 005

Subject: Empanelment of Creative Agencies for IDBI Bank [the bidder may please specify clearly whether the application is for Creative Agency 1 or Creative Agency 2]

Having examined the Conditions of Assignment for the above Contract, i.e.

Appointment of Creative Agency [category name] for IDBI Bank, we qualify

under the minimum eligibility criteria and offer to undertake the work in

conformity with the Conditions of Assignment as stipulated in this RFP.

We undertake to complete and deliver the whole of the works comprised in

the RFP and agree to abide by the General Terms and Conditions.

We agree to abide by the terms of this Tender till March 31, 2016 from the

date fixed for receiving the same or agreed extended period and it shall

remain binding upon us and may be accepted at any time before the expiry of

the period.

Unless and until a formal Agreement is prepared and executed, this Tender

together with our written acceptance thereof shall constitute binding Terms

and Conditions between IDBI Bank and us.

We understand that the Request for Proposal (RFP) does not commit IDBI

Bank to reimburse the Participant for any costs incurred in submission of this

proposal. All statements in this RFP and any pre-contract negotiations,

understandings and agreements resulting from this RFP are preliminary;

consequently, IDBI Bank has no obligation to us until a written contract is

executed.

We understand that IDBI Bank has the right, without assigning reasons

thereof, to

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i) Reject, amend, and modify any condition contained in the RFP

ii) terminate this RFP

iii) negotiate with one or more Participants

iv) Not award the assignment to any of the Participants and / or recommence

the entire process.

v) Contract with one or more Participants for reasons other than the lowest

price/ price arrived through any other method.

vi) Modify the requirements and terms of this RFP and request revised

proposals from some or all of the Participants.

List of documents attached with the tender.

1. Details of Tendering Company

a. Name: …………………………………..

b. Registered Address:………………………..

c. Website Address:………………………..

2. Details of Authorised Contact Person

a. Name: …………………………………..

b. Designation: …………………………………..

c. Phone No.: …………………………………..

d. Mobile No.: …………………………………..

e. Email Address: …………………………………..

f. Fax No.: …………………………………..

Dated ................ day of ...........................................

Place:

Signature ............. in the capacity of ................................

Name

duly authorised to sign tenders for and on behalf

of ...................................................... .

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Scope of Work and Brief for Creative Agency (1 and 2)

Creative Brief

IDBI Bank Background: IDBI Bank is a Universal Bank with its operations

driven by a cutting edge core Banking IT platform. IDBI Bank offers

personalized Banking and financial solutions to its clients in the Retail, MSME,

Agri and Corporate Banking arena through its large network of Branches and

ATMs. It is one of the fastest growing Public Sector Banks. The Bank will be

opening 300 branches during the current financial year 2013-14, thereby

increasing its national footprint. IDBI Bank has, over one decade of its

existence, emerged as the “most preferred bank” and a one-stop solution

provider. Vision for the Bank is “To be the most preferred and trusted bank

enhancing value for all stakeholders.”

Brand Background: When IDBI, the erstwhile DFI, started off as IDBI Bank in

2004, IDBI Bank was perceived as a Bank for very large corporates, stemming

from its DFI background, with neither time nor bandwidth to cater to the

requirements of the smaller corporates and individuals. Through suitable brand

communications, IDBI Bank was subsequently able to move into the customer

mind-space from a “Big Bank for corporates, which was admired”, to a bank

which is loved across the entire customer spectrum as the “Bank of Choice” for

all.

IDBI Bank has recently undertaken a rebranding exercise, after a gap of nearly

four years, through a new Brand Campaign, which began from the last week of

October, 2013 and closed out in early February, 2014. The Bank, in its Brand

communication, has conveyed that it is a warm, friendly entity and a Bank that

cares for its constituents. The core proposition of the re-branded IDBI Bank has

managed to establish an emotional connect with its targeted customers and

improve the trust in the brand.

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Marketing Objectives:

a. To position IDBI Bank as a friendly, approachable and innovative Bank,

catering to all types of customers

b. New Customer acquisition & Cross-selling for existing customers

c. Provide localized solutions

d. To provide product / customer segment specific customised solutions drawing

upon the DNA and tonality of the core brand proposition.

e. Specific plans for new business ventures in terms of product and business

areas

Scope of Work

For Creative Agency 1

(A) Conventional Media

Developing Brand plans and creatives based on the most effective marketing

strategy and undertake impact analysis of individual campaigns.

Developing a Brand Manual for IDBI Bank during the first year and annual

updation as may be required

Develop marketing plans to promote IDBI Bank as friendly and approachable,

catering to all types of customers

Strategy / creative for new customer acquisition

Strategy / creative for cross-selling for existing customers

Provide localized product specific (creative) solutions

Specific plans for new business ventures in terms of product and business

areas

Development of existing flagship products & new product communications.

Developing a new A/V films for IDBI Bank

Other associated activities / services as may be required (this could include

research, analytics etc. but are not limited to the same. Cost for such

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activities to be determined separately on a case-by-case basis as per scope

of work.)

End-to-end process management

(B) Digital Media

E-mail Marketing.

Mobile Marketing.

Web Designing.

Web Analytics.

Online Branding Campaigns.

Search Engine Optimisation (SEO).

Search Engine Marketing (SEM).

Online Reputation Management (ORM).

Social Campaigns and Advertisements.

Digital Creative production and adaptation.

Search and Display of the Brand and product Campaigns.

Application Creations for various platforms like Social Media and Mobile.

Appraising the Bank Brand with latest insights, new development and

innovations in the space of Digital Media.

For Creative Agency 2

Notice / Statutory ads and the other creatives as may be required entirely.

Select product ads at the Bank‟s discretion.

BTL activities / creative / communications, A/V films on IDBI Bank / IDBI Bank

related activities etc.

Other associated activities / services as may be required (these could include

research, analytics, etc. but are not limited to the same. Cost for such

activities to be determined separately on a case-by-case basis as per scope

of work.)

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Criteria for selecting Creative Agencies

Minimum Eligibility Criteria

A list of Qualifying Requirements (QRs) and the supportive documents that

need to be submitted for each category of Agency is given below. Any Agency not

meeting any of the following QRs or not submitting any of the documents shall be

summarily rejected. Only those agencies who satisfy all the Qualifying

Requirements would be eligible for being called for presentation and / or financial

bidding as per the process described for each category.

Creative Agency 1

Qualifying Requirement (QR) for Creative Agency 1

Documents to be enclosed

The Agency must have a Gross capitalized billing of at least Rs.200 crore (Rupees Two Hundred Crores) during April 2012-March 2013.

Suitable certification by Statutory Auditors. In case The Agency provides non-creative services also, the gross capitalized billing from creative services only will be considered. Relevant certificate from Statutory Auditors will be required. Specifically, billing from proprietary deals (such as outdoor rentals) will not be considered.

The Net Worth of the Agency should be positive during each of the previous three financial years (April 2010-March 2013).

Copies of audited balance sheets and profit and loss Accounts, duly certified by Statutory Auditor along with the Statutory Auditor‟s report.

Ability to handle creatives for all forms of media including digital and BTL

Self certification

The Agency should not have been penalised or found guilty in any court of law. Also, the Agency must have high reputation and there should not be any adverse media publicity about the Agency during last three years i.e. April 2010-March 2013 and April 2013 onwards till date.

Self Certification on letter head to be provided. However IDBI Bank would have the right to independently verify the same.

The Agency should have been in existence in India since April 2007 or earlier with ability to service the client through their office in Mumbai

Incorporation certificate. Minimum 50 (fifty) staff in Mumbai (for creative, studio and servicing). To be self certified.

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Should also meet any two of the three parameters mentioned below

1. The Agency should be earning less than 25% of its total income from the highest remunerative client during April 2012-March 2013 and/ or earning less than 50% of its total income from top three clients during April 2010-March 2013.

Certification by Statutory Auditor.

2. The Agency should have worked with at least two banks of the size of IDBI Bank or bigger for a continuous period of five years with satisfactory performance.

Certification by the clients concerned of satisfactory performance.

3. The Agency should have undertaken at least 1 campaign with gross media billing of Rs. 30 crore during each of the last three financial years April 2010-March 2013.

Certification by the Media Agency handling the media buying for the campaign.

Apart from the minimum eligibility criteria as stated above, the Agency is also required to submit the following information:

1. Ownership and nature of entity (public, partnership, subsidiary, etc.).

2. Physical locations including addresses of all branches and number of staff in

each branch (at officer level).

3. The proposed composition of team dedicated for IDBI Bank (in terms of

names, designations and numbers). All members of the team indicated therein,

would be required to attend JSR meetings once every fortnight. Please also

indicate specifically who would be dedicated to the account.

4. Income Tax returns for past three years.

5. All clients who were added and those who seceded in the past three years.

6. List of major accounts including current BFSI accounts, and the respective

period of servicing them.

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Qualitative Evaluation Criteria for Creative Agency 1

(Based on presentations and documents submitted)

Criteria Weightage Marks scored*

Ability to visualize client‟s objectives and to provide customized solutions

25

Overall creative abilities (including Digital and OOH)

30

Ability with respect to BTL and Innovation 5

Ability to provide localized solutions 5

Understanding of BFSI sector 20

Ability to service the Client (specifically TAT) and scale up the activities if necessary

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TOTAL 100

* Only the Agencies scoring 75 or more out of 100 will be short-listed for financial bidding.

Financial Bids

Financial Bids of only the short listed Bidders (who score at least 75 marks out of

100 in the presentation) would be undertaken through a Reverse On-line Auction

(RoA). The date, time and ceiling of the financial bids would be announced in due

course.

Creative Agency 2

Qualifying Requirement (QR) for Creative Agency 2

Documents to be enclosed

The Agency must have a Gross capitalized billing of Rs.25 crore (Rupees Twenty Five Crore) during April 2012-March 2013.

Suitable certification by Statutory Auditors. In case The Agency provides non-creative services also, the gross capitalized billing from creative services only will be considered. Relevant certificate from Statutory Auditors will be required. Specifically, billing from proprietary deals (such as outdoor rentals) will not be considered.

The Net Worth of The Agency should be positive during each of the previous three financial years (April 2010-March 2013)

Copies of duly audited balance sheets and profit and loss Accounts, duly certified by Statutory Auditor along with the

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Statutory Auditor‟s report.

Ability to handle creatives for all forms of media including digital and BTL

Self certification

The Agency should not have been penalised or found guilty in any court of law. Also, the Agency must have high reputation and there should not be any adverse media publicity about the Agency during last three years i.e. April 2010-March 2013 and April 2013 onwards till date.

Self Certification on letter head to be provided. However IDBI Bank would have the right to independently verify the same.

The Agency should have been in existence in India since April 2007 with capability for client servicing through their office in Mumbai.

Incorporation certificate. Minimum 25 (twenty-five) staff in Mumbai (for creative, studio and servicing). To be self certified.

Should also meet any two of the three parameters mentioned below

1. The Agency should be earning less than 25% of its total income from the highest remunerative client during April 2012-March 2013 and/ or earning less than 50% of its total income from top three clients during April 2010-March 2013.

Certification by Statutory Auditor.

2. The Agency should have worked with at least two banks of the size of IDBI Bank or bigger for a continuous period of five years with satisfactory performance

Certification by the clients concerned of satisfactory performance.

3. The Agency should have undertaken at least 1 campaign with gross media billing of Rs. 50 lakh during each of the last three financial years April 2010-March 2013.

Certification by the Media Agency handling the media buying for the campaign.

Apart from the minimum eligibility criteria as stated above, The Agency is also required to give the following information:

1. Ownership and nature of entity (public, partnership, subsidiary, etc.).

2. Physical locations including addresses of all branches and number of staff in

each branch (at officer level).

3. The proposed composition of team for IDBI Bank (in terms of names,

designations and numbers). All members of the team indicated herein, would be

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required to attend JSR meetings once every fortnight. Please also indicate

specifically who all will be dedicated to the account.

4. Income Tax returns for past three years.

5. All clients added and lost in the past three years.

6. List of major accounts including current BFSI accounts, years serviced

Qualitative Evaluation Criteria for Creative Agency 2

(Based on presentations and documents submitted).

Criteria Weightage Marks scored*

Ability to visualize client‟s objectives and to provide customized solutions

20

Overall creative abilities (including Digital and OOH)

20

Ability with respect to BTL and Innovation 15

Ability to provide localized solutions 5

Understanding of BFSI sector 15

Ability to service the Client (specifically TAT) and scale up the activities if necessary

25

TOTAL 100

* * Only the Agencies scoring 75 or more out of 100 will be short-listed for financial bidding.

Financial Bids

Financial Bids of only the short listed Bidders (who score at least 75 marks out of

100 in the presentation) would be undertaken through a Reverse On-line Auction

(RoA). The date, time and ceiling of the financial bids would be announced in due

course.

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General Terms and Conditions for both Creative Agency 1 and Creative

Agency 2.

Assignment

The Agency shall not save and except with the prior written approval of IDBI

Bank, undertake any work of any nature not assigned and/or not mentioned in

the tender and for executing such woks. The Agency shall state the nature of

work and probable expenditure thereof. After IDBI Bank has accorded its

consent in writing for execution of such work and / or incurring expenditure

thereof, only then shall the Agency undertake such work and not otherwise.

No rights or liabilities under this Agreement shall be assigned by any of the

Parties hereto without the prior written consent of the Other Party

Agency’s General Responsibilities

The Agency shall, subject to the provisions of the Assignment and with due

care, execute the work and take all responsibility, including the supervision

thereof and all other things, whether of a temporary or permanent nature,

required in and for such execution.

The Agency shall carry out and complete the work in accordance with

prevailing good industry practices and using workmanship of the quality and

standards therein specified, provided that where and to the extent some

approval of the quality of the standards of workmanship is a matter of opinion,

such quality and standards shall be to the satisfaction of IDBI Bank.

Sufficiency of Tender

The Agency shall be deemed to have satisfied itself as to the correctness and

sufficiency of the rates and prices before agreeing to the Terms and

Conditions.

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Fundamental Bid

The price (financial) bid would take place independently for the two cases (i.e.

independently for Creative Agency 1 separate from Creative Agency 2). The

bid value in each case would be a percentage commission of gross media

billing. The final bid value for the selected Agency in a particular category will

be applicable to that Agency.

For Above the Line (ATL) work, the applicable commission on gross media

billing only will be payable. No commission / fee will be payable on the

production cost. Also, no charges will be payable separately for art-works,

production charges, studio charges or translation charges.

For BTL activities carried out by the Agency, the same percentage

commission, as arrived at through the financial bid, would be payable on the

total net billing including production cost. No charges will be payable

separately for art-works except as mentioned below.

Over and above the commission as decided in the financial bid, IDBI Bank

would also pay the selected Agencies art-work charges for BTL and other

creatives [including studio charges, translation charges etc.], on a monthly

basis, as per the card rate of the selected Agency. However, such payment

would be capped at Rs.3.0 lakh per month for the Creative Agency 1, and at

Rs.1.50 lakh per month for Creative Agency 2.

No separate fee would be payable for development and updation of the Brand

Manual by Creative Agency 1 (refer scope of work – page no. 10 & 11).

For any other associated work (including research and analytics but not

limited to the same), the price would be decided on a case-by-case basis

depending on the scope of work.

The commission on gross media billing, decided through the process

described earlier would remain valid for the entire contract period upto March

31, 2016.

The cap on monthly art-work charges, can be raised by upto 10% at the end

of March, 2015, at the sole discretion of IDBI Bank, in case there is a

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commensurate increase in work that justifies the higher cap, otherwise the

earlier charges would remain valid till March 31, 2016.

The accepted prices shall remain firm during the entire tenure of Assignment,

except for reasons stated above.

Tenure

The tenure of the contract with the Agencies, so appointed, in each category

would run till March 31, 2016 under the current RFP. However, this would be

subject to satisfactory performance of each agency during the period ended

March 31, 2015, which would be solely adjudged by IDBI Bank. In case the

performance of any Agency/ies is/are in either category is/are deemed

unsatisfactory, their contract will be terminated as per the provisions of the

„termination of contract‟ clause mentioned in the RFPUnless and until a formal

Agreement is prepared and executed, this Tender (RFP) together with the

written acceptance of the Bank thereof shall constitute binding Terms and

Conditions between the parties.

Payment terms

IDBI Bank will make payment of the fee on a monthly basis as applicable. Any

third party cost incurred by the Agency to carry out the above assignment

would be re-imbursed to the Agency, provided the cost was incurred with prior

approval from IDBI Bank and all third party supporting document submitted

along with invoice

Taxes

The Agency shall pay and be responsible for payment of all taxes, duties,

levies fees or charges in respect of the works as required for the Assignment.

Only service tax will be payable by IDBI bank. Tax will be deducted from the

payments for the Agency as per applicable laws.

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Statutory authority obligations, notices, fees & charges

The Agency shall comply with and give all notices required by any Act, any

instrument, rule or order made under any Act, or any regulation or byelaw of

any relevant authority which has any jurisdiction with regard to the

assignment. The Agency shall also abide by the rules and regulations of INS,

AAAI, ASCI and other relevant organizations and conform to the aforesaid

rules and regulations.

The Agency would comply with all Applicable Laws as they relate to its

performance under this Agreement. This Agreement shall be governed,

interpreted by and construed in accordance with the substantive laws of India.

Limited Agency

For the limited purpose of purchasing materials and engaging the services of

Third Parties which are necessary for providing the Services under this

Agreement, IDBI Bank would appoint the designated Agency/ies as its agent.

It is expressly clarified that IDBI Bank is responsible for all costs and

expenses incurred by the Agency on behalf of IDBI Bank, which shall be

incurred only on receiving the prior approval of IDBI Bank.

Save and except the “Limited Agency” created under this Agreement, the

Agency/ies appointed would be an independent Party and neither Party is the

legal representative of the other; further, the Personnel of the Agency/ies and

other Third Parties engaged to perform any Services under this RFP are not

the employees of IDBI Bank.

Rights in Intellectual Property and Material

All the rights relating to the Trade Marks and Copy Rights in respect of

publicity work generated by the Agency on behalf of IDBI Bank and paid for

by IDBI Bank shall vest with IDBI Bank. Provided that IDBI Bank would re-

imburse the Agency for any sums of money paid for the assignment /

licensing of the copyright by way of fees, charges, or otherwise as provided

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by the guidelines, regulations, rules, or policies of any professional body or

association, with prior approval from IDBI Bank.

All concepts, communications etc. created or conceived by the Agency on

behalf of IDBI Bank and involving name of IDBI Bank shall not form part of

any award or competition or promotion unless prior written consent of IDBI

Bank has been obtained therefor.

Confidentiality

Information provided under this RFP and subsequent Service Agreement (if

the Agency is selected) is confidential and neither Party shall at any time

either during the association or at any time thereafter divulge either directly or

indirectly to any person(s), firm or company, business entity, or other

organisation whatsoever, any Confidential Information that the Other Party

may acquire during the course of such association or otherwise concerning

the Other Party‟s business, property, contracts, trade secrets, clients or

affairs.

Indemnification

All applicants under the RFP absolutely, irrevocably and unconditionally

hereby indemnifies and undertakes to keep IDBI Bank and /or its directors,

officers, employees, agents, and representatives indemnified and hold

harmless for all time from and against all charges, costs, losses, claims,

demands, damages, and liabilities, obligations, suits, judgments, penalties,

proceedings, prosecutions, litigations, or actions, financial or otherwise; at

law or equity, including the expenses of defending any claim of liability by any

third party, and from and against all actual damages sustained, whatsoever,

whether past, or current suffered or incurred by IDBI Bank and or its

directors, officers, employees, agents and representatives due to reason of

(a) breach, misconduct, omission, or (b) negligence on the part of the Agency

and or its directors, employees, in the performance of the Services including,

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but not limited to, any claim arising out of improper or illegal use or adoption

or invasion or infringement of the copyright or intellectual property right.

Termination

In the event of non-performance of the Agency as decided by the Bank or

any disputes or differences arising between the Parties hereto on any matter

/ provision set out in this RFP and subsequent Service Agreement for the

selected Agency, the Parties shall try to resolve the matter amicably inter se.

The defaulting Party shall be given notice of 21 days to alter the situation and

resolve the dispute or reverse the damage caused in any way.

In the event the defaulting Party does not comply with its obligations, on the

termination of the notice period, the Other Party shall be at liberty to

terminate the Agreement, without further notice, and shall additionally have

the right to claim any further rights available under the law, including without

limitation, the right to damages.

Upon termination of the Agreement, the Agency would promptly hand over to

IDBI Bank all Deliverable Items, including work-in-progress, all “as is where

is” condition subject to the mutual settlement of all money due and payable to

them being paid. During the period of notification of termination, the Agency

shall complete pending assignments and IDBI Bank shall agree to settle the

dues in respect of assignments after completion thereof by the Agency,

except if specifically instructed by IDBI Bank to act otherwise.

IDBI Bank would also have the right to terminate such Service Agreement

with three months notice without assigning any reason.

Limitation of Liability

Save and except as provided in “Terms of Compensation” and “Termination”

herein, neither Party shall be liable to the other for any lost revenue, lost

profits or other incidental or consequential damages based on any breach or

default under this Agreement.

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Survival

In the event of the Termination of this Agreement (with the selected Agencies)

in whole or in part, the Clauses titled “Compensation”, “Rights in Intellectual

Property and Material”, “Indemnification”, “Confidentiality”, and “Limitation of

Liability” shall survive and continue in effect and shall ensure to the benefit of

and be binding upon both the Parties, their successors and assigns.

Severability

Each of the above restrictions is separate and severable from the other. Any

provision, which is invalid or unenforceable, shall be ineffective to the extent

of such invalidity or unenforceability, without affecting in any way the

remaining provisions hereof.

Written Notice of change in name, form or control of either Party

The Agency would provide IDBI Bank with prompt written notice of any

change in Agency‟s name, ownership, or form of organisation. The Agency

would also provide IDBI Bank with prompt written notice of the occurrence of

any event, which could jeopardize or materially impact its ability to perform its

obligations under this Agreement in a timely manner.

Force Majeure

If either Party is unable to perform its obligations under this Agreement due to

the occurrence of an event beyond its control (such as acts of God, War like

situations, Riots, Bandhs, Government actions, Earthquakes, Cyclones,

Typhoons, and other natural calamities, etc.), that Party will not be deemed to

have defaulted under this Agreement. Each Party would use all reasonable

efforts to enable performance under this Agreement to continue.

The Agency to conduct as per Good Faith and as per Good Industry Practice

Notwithstanding anything contained in this Agreement, the Agency shall

conduct its obligations as an agent in good faith and exercise reasonable care

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as per Good Industry Practice and for removal of doubt the degree of care

shall in no way less than what it is required as if it were a principal. While

acting as an agent The Agency shall be responsible to IDBI Bank for all acts

of negligence, and for consequences emanating from lack of exercise of

reasonable care. The Agency is bound to supervise the proper execution of

contracts entered by it on behalf of IDBI Bank as its agent.

Conflict of interest

The Agency shall strictly avoid conflicts with other assignments/jobs or their

own corporate interest and shall disclose to IDBI Bank all actual and potential

conflicts that exist, arise or may arise in the course of performing the services

after it becomes aware of that conflict.

Other Conditions

It is clarified that the Services, as specified in the Scope of Services, shall be

provided to IDBI Bank within the territorial jurisdiction of Republic of India.

IDBI Bank shall have the right to avail Services from other agencies as well

and this RFP does not confer any exclusive rights to any Agency for Services

rendered/to be rendered. Inter-se allocation of work between the agencies in

such case would be the sole discretion of IDBI Bank and the decision of IDBI

Bank in this regard shall be final.

It is clarified, as and by way of abundant caution that IDBI Bank will have all

ownership and / or license rights on all the ideas, concepts, proposals, logos,

designs, scripts etc developed by the Agency during the course of this

assignment as specified in the RFP and paid for by IDBI Bank.

The Agency shall in respect of the Services, obtain prior written approvals

from the Designated Authorised Signatories of IDBI Bank, in all cases, in

respect of the form, the manner, the extent and the wording of all publicity

materials produced before taking any action under the Agreement.

IDBI Bank would have the right to reject all or any of the applications without

assigning any reason for the same.