ANNEXURE-A

AMC AGREEMENT

Annual Maintenance Agreement for AMC of NIB-1 equipment

This Annual Maintenance Agreement (the “Agreement”) is made at New Delhi on ………..to be

effective as per clause-1 by and between Bharat Sanchar Nigam Limited ( A Government of India

Enterprise) O/o Chief General Manager, CTS Compound, Netaji Nagar, New Delhi-110023, having its

registered office at Bharat Sanchar Bhawan, Harish Chandra Mathur Lane, Janpath, New Delhi-110001

(herein after referred to as “BSNL”)

AND

M/s iBilt Technologies Limited, an Indian Company incorporated and registered under the companies

Act 1956 having its registered office at ………………………… (hereinafter referred to as M/s IBILT)

Now, therefore, it is hereby agreed by and between the parties hereto as follows:-

1. Period of Validity of Agreement:- Annual Maintenance Contract (AMC) shall be valid for four

months w.e.f …………. (date of PO), however

I. Minimum AMC Commitment Period shall be three months.

II. BSNL reserves the right to extend the duration of AMC in terms of further one month on

pro-rata basis, beyond four months duration.

III. BSNL also reserves the right to terminate this agreement at any time, beyond Minimum

AMC Commitment Period, by giving an advance notice of 15 days.

2. M/s IBILT shall provide the comprehensive AMC support on 24 X 7 basis at all 45 locations of

NIB-1 Network.

3. Definition of Type-A1, Type-A2 and Type-B of NIB-1 locations is given in annexure-2.

4. The type of equipments/cards at 45 NIB-1 locations is given in annexure-3.

5. M/s IBILT shall be solely responsible for providing all the AMC support services under this

agreement to BSNL and BSNL will not be liable to interact with any of OEMs (Original

Equipment Manufacturer) of M/s IBILT.

I. M/s IBILT shall enter into agreements with the major OEMs for providing support

services under this agreement or M/s IBILT shall stock necessary spares to provide the

AMC services strictly in accordance with the terms and conditions of this agreement.

II. BSNL shall not be responsible for any non-support from OEMs. M/s IBILT shall also

submit the written undertaking to support those parts/equipments which may have been

declared end-of-support by the OEM or may be declared end-of-support during the AMC

Period.

6. BSNL reserves the right to deploy/divert the equipments/cards specified at annexure-3 within

any of the 45 locations of NIB-1. M/s IBILT shall provide support for all such equipment

diverted to other locations, at no extra cost. BSNL will give prior intimation to M/s IBILT

before diversion. Cost of transportation will be borne by BSNL.

7. BSNL also reserves the right to divert the equipments/cards specified at annexure-3 to any

other location apart from these 45 locations, also. M/s IBILT shall provide necessary support for

all such equipment diverted to other locations, at no extra cost. Cost of transportation will be

borne by BSNL.

8. During the period of AMC, M/s IBILT shall:

(a) Support the entire hardware/software of Cisco Routers/RAS/Switches.

(b) Diagnose the hardware/software faults.

(c) Rectify the hardware/software faults detected.

(d) Repair and replace the faulty PCBs and any other equipment or part thereof.

(e) Carry out the periodic Preventive Maintenance.

(f) Upkeep the software periodically including implementation of patches, if required.

(g) Periodically analyze the health of various components of system.

9. Preventive Maintenance: M/s IBILT shall carry out on-site Preventive Maintenance (PM) of

equipments/cards covered under AMC at all the 45 locations on the following basis.

I. The PM of networking equipments at all 45 nodes shall be done in four months duration.

The same shall be carried out in extended AMC duration also.

II. M/s IBILT shall prepare PM schedule in advance in consultation with the Node Incharges

and circulate the same to all concerned in advance.

III. List of activities to be carried out under PM is available at Annexure-4.

IV. M/s IBILT shall also carry out additional PM activities as per requirement of BSNL.

V. PM shall not affect the normal functioning of the networking equipments.

VI. M/s IBILT shall complete the PM strictly as per schedule and provide reports to BSNL

duly signed by the node in charges as per format available at Annexure-5.

10. M/s IBILT shall provide all software upgrades/patches, if required, for resolution of a

fault/bug/vulnerability, to BSNL free of cost and also provide support for the same thereafter as

part of AMC.

11. Repair and Maintenance:

I. M/s IBILT shall station their Technical Support Engineers (TSEs) for providing services to

BSNL under this agreement so as to meet the criteria of turn around time for fault

restoration/faulty unit repair etc. M/s IBILT needs to submit the details of their Technical

Support Engineers along with the nodes covered by them as per Annexure-6. Any change

in details of TSE’s shall have to be intimated immediately in writing to BSNL by M/s

IBILT.

II. During the agreement period M/s IBILT shall assign an Account Support Manager for

BSNL who shall act as a single point of contact for BSNL for handling any service related

issues under the agreement.

III. M/s IBILT shall ensure the availability of spare cards at different locations to meet the

criteria of turn around time for fault restoration/faulty unit repair etc.

IV. M/s IBILT shall ensure that all the TSE’s are competent and responsible engineers and are

capable of giving all types of necessary technical guidance/assistance to BSNL

representatives in respect of all the hardware and software components of equipments as

mentioned in this agreement as well as capable of attending faults/resolving problems

whenever needed.

V. M/s IBILT shall also ensure availability of experts in case of non-rectification of the faults

by TSEs

.

VI. M/s IBILT shall make the arrangements for taking out the faulty cards/units/PCBs from

NIB nodes and replace them with new working card, during AMC period. M/s IBILT shall

bear the entire cost including freight, insurance etc and other incidental charges related to

replacement of cards. AMC shall also include any interconnecting cables also including

power cables, networking cables etc.

VII. In case the faulty equipment/card/part is replaced, the replaced equipment/card/part shall

become the property of BSNL and the defective will become the property of M/s IBILT.

VIII. M/s IBILT shall ensure that TSEs regularly keep a track of the health of the systems in

coordination with respective node in charges.

12. Fault Booking and Escalation Procedure:

I. M/s IBILT shall provide web-based complaint booking mechanism. It shall be possible to

generate a unique Docket Number against the complaint/fault booked. The

Complaint/Fault shall be considered to be acknowledged once unique Docket Number is

allotted by this system.

II. BSNL representative from Data Networks/Nodes can also book the complaint with the

respective TSE through Telephone/FAX/Email/Mobile on 24*7 basis. M/s IBILT shall

ensure that these calls are fully responded by the engineer in charge and their other

representatives and the Docket number is allotted.

III. BSNL representative shall maintain a separate log book for faults reported to M/s IBILT

under this AMC. The log book shall contain the following details for each fault reported:

A. FAULT DETAILS

1. Date/Time of fault reporting with M/s IBILT.

2. Docket No (as given by M/s IBILT)

3. Fault & its details as per observation

4. Name of contact person of M/s IBILT to whom fault is reported

5. Date/Time of fault being rectified with brief description how problem was resolved

6. Remarks

7. Signature of BSNL representative

B. FAULT RESPONSE DETAILS

1. M/s IBILT Response Date/Time

2. Docket No allotted to BSNL representative

3. Nature of fault reported

4. Name of Engineer attending fault

5. Date/Time of fault being rectified with brief description of how problem was

resolved

6. Remarks

7. Signature of M/s IBILT Representative

IV. A report containing above details of faults reported/rectified will be prepared by M/s

IBILT and submitted to Data Networks, BSNL at the end of each month during AMC

period.

V. TSE’s shall start action for rectification of fault immediately after the fault is logged with

M/s IBILT and he shall also keep the BSNL representative at respective node apprised of

its status every two hours, however, it shall be overall responsibility of M/s IBILT to

rectify the faults so as to meet the criteria of turn around time for fault restoration/faulty

unit repair of this AMC agreement.

VI. In case fault is not rectified within stipulated duration of rectification of fault or no

response is received from TSEs, BSNL representative will escalate the problem as per the

Escalation Matrix of M/s IBILT (annexure-7). M/s IBILT shall submit their escalation

matrix in annexure-7.

VII. In any case, it will be the overall responsibility of M/s IBILT to get the fault/problem

rectified/resolved within the stipulated time after the fault is first reported to M/s IBILT.

The down time shall start from the time fault/problem is first reported and penalty as

stipulated in this agreement shall be imposed in case fault/problem is not rectified within

stipulated time.

13. In order to ensure the security of the network, M/s IBILT will be required to submit the signed

Non-Disclosure Agreement as per Annexure-8.

14. M/s IBILT shall ensure that the TSEs or any other representative concerned for support strictly

adheres to BSNL’s Third Party Connection Acceptable Use Policy which is as follows:

I. Any change on equipment shall only be performed after notification and approval by

BSNL.

II. Passwords on equipment will be set by BSNL representatives and should not be changed

by M/s IBILT’s representative.

III. M/s IBILT shall notify BSNL, when its employee who has access to BSNL

equipment/configuration leaves the company or is transferred to another position which no

longer requires access.

IV. After the designated job, for which access to equipment was provided to M/s IBILT, is

over, M/s IBILT will provide a document detailing all activities carried out. In case of fault

rectification M/s IBILT shall also provide an analysis of the fault and steps which will be

helpful in resolving the problem in future.

V. M/s IBILT or its representatives shall not make a change on any system that is not directly

related to his job/duty.

VI. No browsing will be done and personal mails sent from NIB network by M/s IBILT or its

representatives.

VII. M/s IBILT or its representatives shall not connect their notebook computer to NIB network

without proper authorization. As far as possible all the work related to special access

should be done using BSNL PCs. If at all the notebook computer is connected, all the

configuration/log files saved shall be handed over to BSNL and permanently deleted from

the notebook computer

15. Performance Bank Guarantee

I. M/s IBILT shall submit Performance Bank Guarantee (PBG) of Rs 2 Lakhs only (Rupees

Two Lakhs Only), with validity of six months within 15 days of start of the AMC

agreement, to Sr A.O., Data Networks, New Delhi.

II. In case BSNL extends the AMC beyond four months, PBG validity shall have to be

extended accordingly.

III. PBG shall be issued by a scheduled bank (located in Delhi), in favour of CGM, Data

Networks, BSNL, New Delhi and in the format attached at Annexure-9.

IV. If BSNL is not satisfied with the performance of M/s IBILT during AMC, it reserves the

right to encash the Performance Bank Guarantee and/or without prejudice to any other

remedy for breach of contract, by written notice of default, giving a time of 30 days to M/s

IBILT, terminate the Contract in whole or in part

16. AMC charges and Payments

I. The comprehensive price of AMC is given at Annexure-1

II. AMC Charges shall be paid by BSNL to M/s IBILT after four months, subject to deduction

of penalties (mentioned in clause 17) & statutory taxes etc.

III. M/s IBILT shall submit the following reports:- “No Fault Pending Reports” from BSNL

Node Incharges, “Fault Details/Fault Response Details” (as per Annexure-10) and “PM

Report” (as per Annexure-5) at the end of four months duration. “No Fault Pending

Report”, “Fault Details/Fault Response Details” (As per Annexure-10) may be obtained

via fax/email.

IV. Paying authority shall be Accounts Officer (Cash), O/o, CGM, Data Networks, Lobby No.

1, 4th

Floor, Mahanagar Doorsanchar Sadan, 9, CGO Complex, Lodhi Road, New Delhi-

110 003.

17. Penalties I. Categorization of various faults shall be as given below. It shall be however, the

responsibility of M/s IBILT to arrange spare to avoid complete/partial breakdown of

equipment/card so as to meet the criteria of turn around time for fault restoration/faulty

unit repair etc.

RAS, ROUTERS & LAN SWITCHES

S.N. Affected Equipment Standby/Fallback

Equipment Availability in

Equipment

Effect on

Service

Category of

Fault

1. Complete/Partial breakdown of Port

Adapter on Router

Not Applicable Down Severe

2. Complete breakdown of VIP Card on

Router

Not Applicable Down Severe

3. Complete breakdown of Modem Card

on RAS

Not applicable Down Severe

4. Partial breakdown of Modem Card on

RAS (affecting ≤ 10 out of 144

modems)

Not applicable Degrade Major

5. Complete breakdown of Trunk Card

on RAS

Not applicable Down Severe

6. Breakdown of Controller/Processor

Card/Sup Engine/Module

Yes No Minor

7. Complete breakdown of 7200 series

Router

Yes No Minor

8. Complete breakdown of 7200 series

Router

No Down Severe

9. Complete breakdown of 24 port

Ethernet module of Cisco LAN

switch

Not Applicable Down Severe

10. Complete breakdown of Power

Supply

Yes No Minor

FOR ANY OTHER FAULTS NOT COVERED ABOVE

S.N. Affected Equipment Standby/Fallback

Equipment Available

Effect on

Service

Category of

Fault

1. Any other fault Not applicable Down Severe

2. Any other fault Not applicable Degrade Major

3. Any other fault Not applicable No Minor

II. M/s IBILT, if fails to rectify faults within the stipulated duration shall be liable to pay

penalties. Categories of faults, stipulated duration of rectification and penalties are given in

the table below:

S.N. Category

of Fault

Stipulated duration for

rectification of Fault

Penalty

(Beyond stipulated duration for

rectification of fault)

If fault not rectified in stipulated

duration

1. Severe 6 hours for all Type-A1 Nodes

24 hours for other Nodes

Rs. 5000 per hour

2. Major 12 hours for all Type-A1 Nodes

48 hours for other Nodes

Rs. 2500 per hour

3. Minor 7 days Rs. 2000 per day for first 7 days

Rs. 5000 per day beyond 7 days

III. The maximum penalty shall however, not exceed 10% of AMC amount of four months

duration.

IV. “Scheduled Downtime” will not be considered for calculation of penalties. “Scheduled

Downtime” shall mean the period for which the given equipment (hardware and software)

is intentionally taken out of service for maintenance purposes. “Scheduled Downtime”

shall however, not exceed four hours per node in four months duration.

18. If M/s IBILT fails to rectify the faults within reasonable time, BSNL reserves the right to get it

rectified through third party. The entire amount incurred towards rectification of such fault shall

be deducted from M/s IBILT AMC amount.

19. Disputes and Arbitration

I. In the event of any question, dispute or difference arising under this agreement or in

connection therewith (except as to the matters, the decision to which is specifically

provided under this agreement), the same shall be referred to the sole arbitration of the

CGM Data Networks or in case his designation is changed or his office is abolished, then

in such cases to the sole arbitration of the officer for the time being entrusted (whether in

addition to his own duties or otherwise) with the functions of the CGM Data Networks or

by whatever designation such an officer may be called (hereinafter referred to as the said

officer), and if the said officer is unable or unwilling to act as such, then to the sole

arbitration of some other person appointed by the said officer. The agreement to appoint an

arbitrator will be in accordance with the Arbitration and Conciliation Act 1996.

II. There will be no objection to any such appointment on the ground that the arbitrator is a

Government Servant or that he has to deal with the matter to which the agreement relates

or that in the course of his duties as a Government Servant he has expressed his views on

all or any of the matters in dispute. The award of the arbitrator shall be final and binding

on both the parties to the agreement. In the event of such an arbitrator, to whom the matter

is originally referred, being transferred or vacating his office or being unable to act for any

reason whatsoever, the said officer shall appoint another person to act as an arbitrator in

accordance with terms of the agreement and the person so appointed shall be entitled to

proceed from the stage at which it was left out by his predecessors.

III. The arbitrator may from time to time with the consent of both the parties enlarge the time

frame for making and publishing the award subject to the aforesaid, Arbitration and

Conciliation Act, 1996 and the rules made there under. Any modification thereof for the

time being in force shall be deemed to apply to the arbitration proceeding under this clause.

IV. The venue of the arbitration proceeding shall be the office of the CGM, Data Networks,

New Delhi or such other places as the arbitrator may decide.

V. Any party shall not use any information obtained from other party during the course of

dispute resolution process under this clause for any purpose other than to resolve the

dispute and such information shall not be used in any litigation.

VI. Both parties shall use their best efforts in good faith and best intention to resolve disputes

by mutual negotiation and consultation and shall settle amicably any dispute that may arise

or relate to this agreement or breach thereof. Pending resolution of a dispute, M/s IBILT

shall continue to fulfill its obligations under this agreement.

20. Force Majeure

I. If, at any time, during the continuance of this contract, the performance in whole or in part,

by either party, of any obligation under this contract is prevented or delayed by reasons of

any war, or hostility, acts of the public enemy, civil commotion, sabotage, fires, floods,

explosions, epidemics, quarantine restrictions, strikes, lockouts, or act of God (hereinafter

referred to as events) provided notice of happenings of any such eventuality is given by

either party to the other within 21 days from the date of occurrence thereof, neither party

shall by reason of such event be entitled to terminate this contract nor shall either party

have any claim for damages against other in respect of such non-performance or delay in

performance, and deliveries under the contract shall be resumed as soon as practicable

after such an event come to an end or cease to exist, and the decision of BSNL as to

whether the deliveries have been so resumed or not shall be final and conclusive. Further

that if the performance in whole or part of any obligation under this contract is prevented

or delayed by reasons of any such event for a period exceeding 60 days, either party may,

at its option, terminate the contract.

II. Provided, also that if the contract is terminated under this clause, BSNL shall be at liberty

to take over from M/s IBILT at a price to be fixed by BSNL, which shall be final, all

unused, undamaged and acceptable materials, bought out components and stores in course

of manufacture which may be in possession of the supplier at the time of such termination

or such portion thereof as BSNL may deem fit, except such materials, bought out

components and stores as M/s IBILT may with the concurrence of BSNL elect to retain.

21. Set-Off

Any sum of money due and payable to M/s IBILT (including security deposit refundable to him)

under this contract may be appropriated by the purchaser or the BSNL or any other person or

persons contracting through the BSNL and set off the same against any claim of BSNL or such

other person or persons for payment of a sum of money arising out of this contract or under any

other contract made by M/s IBILT with BSNL or such other person or persons contracting

through the BSNL.

1.

Annexure-1

Price Details of AMC of NIB-1 Equipments/Cards

S. No. Description

AMC Price

For Four Months

(In Rupees)

(Inclusive of all taxes but

excluding service tax)

1

Cisco Router (7500 Series), Cisco LAN

Switches (5500 Series), Cisco RAS (AS5800

Series) & Cisco Routers (7200 series)

including chassis and its different

modules/cards at 45 NIB-1 Locations

Rs 39,66,667/-

(Rupees Thirty Nine Lakhs Sixty Six

Thousand Six Hundred Sixty Seven

Only.)

Annexure-2

Details of 45 Locations of NIB-1 Network

S.No Name of

Location

Locations

Mnemonics

Type of Node

1 Bangalore BGL A1

2 Calcutta CAL A1

3 Chennai CHN A1

4 Mumbai MUM A1

5 New Delhi NDL A1

6 Pune PUN A1

7 Ahmedabad AHD A2

8 Ernakulam ENK A2

9 Hyderabad HYD A2

10 Indore IND A2

11 Jaipur JPR A2

12 Lucknow LKW A2

13 Ludhiana LUD A2

14 Patna PAT A2

15 Agra AGR B

16 Allahabad ALD B

17 Amritsar ASR B

18 Bhubneshwar BBR B

19 Bhopal BPL B

20 Coimbatore CBT B

21 Chandigarh CHD B

22 Faridabad FBD B

23 Ghaziabad GBD B

24 Gurgaon GGN B

25 Guwahati GUH B

26 Gwalior GWL B

27 Jabalpur JBP B

28 Jodhpur JDP B

29 Jallandhar JLD B

30 Jammu JMT B

31 Kanpur KNP B

32 Madurai MDU B

33 Meerut MRT B

34 Mysore MYS B

35 Noida NDA B

36 Nagpur NGP B

37 Nasik NSK B

38 Rajkot RJT B

39 Shillong SHG B

40 Shimla SML B

41 Surat SRT B

42 Trivendrum TVM B

43 Vadodara VDA B

44 Varanasi VRS B

45 Vizag VSK B

Annexure-3

Sr No Make/Model of Network Equipment Equipments & Cards

1. Cisco Router

(7500 Series; 7513 at A1 and A2

Locations & 7507 at B locations)

1. PA-E3

2. PA-2E3

3. PA-MC-8E1

4. VIP2-40

5. VIP4-50

6. RSP-2 & DRAM

7. DC Power Supply

8. 2 Port Fast Ethernet ISL 100 BaseT Tx Port

Adapter

9. 1 Port Fast Ethernet ISL 100 BaseT Tx Port

Adapter

10. FEIP – DSW- 2 Ports Tx with DSW

11. PCMCIA Flash Memory with 16 MB

12. Chassis and Blower/FAN Module

2. Cisco LAN Switch

(5500 in A locations/5505 in B

locations)

1. 24 Port 10/100 Tx

2. 24 Port 10 BaseT

3. Supervisor engine-III

4. DC Power Supply

5. Chassis and Blower/Fan Module

3. Cisco RAS Router (RAS - AS5800

& Router – 7206)

(a) RAS AS 5800

1. 12 Port E1 Ingress (Trunk) card

2. Dial-Shelf Controller Card

3. 144 Port Modem Card

4. DC Power Supply

5. PCMCIA Flash Memory with 16 MB

6. Chassis and Blower/Fan Module

(b) Router 7206

1. Input Output Controllers with Fast Ethernet Port

2. NPE (Network Processer Engine) – 200 with

64MB DDRAM upgrade Kit

3. Dial-Shelf Interconnect

4. DC Power Supply

5. PCMCIA Flash Memory with 16 MB

6. Chassis and Blower/Fan Module

Annexure-4

List of Activities to be carried out under PM

• Removal of dust from all the equipment

• All Consoles PCs will be checked for connectivity and operation with the

networking equipment.

• Check for Power input to equipment.

• Check for availability of proper equipment earth.

• Check for temperature in the equipment room.

• Check the equipment and rack fan units.

• Verify Syslog of equipment and rectify any errors observed.

• Check for CPU, Memory, Flash Card utilization of equipment and take corrective

action if required.

• Check for equipment temperature and voltage etc by equipment commands.

• Record the status of LEDs on equipment and take corrective action in case of fault

indication.

• Check for health of hardware and IOS/OS version (including PCs).

• Check for status of batteries on equipment.

• Check for any faulty interconnecting cable (power cable, networking

cable/connectors etc)

• Save the latest configuration and IOS in the local PC

• Check for availability of latest backups of equipments IOS/OS

• Check for available IOS/OS patches for application, if required.

• Check the log book maintained at the node to see the status of previous problems

in hardware, software and take action in case a fault is unresolved.

• Any other additional preventive maintenance activity required by BSNL.

M/s IBILT will prepare a PM Report in the prescribed format as per Annexure-5 and

obtain signature of the Node Incharge with his remarks on satisfactory Preventive

Maintenance.

Annexure-5

PM Report Format

NIB Node Name DATE :

S.N. Activity Equipment Observation/Action performed Remarks

1

2

Overall Observations

Recommendations

Signature Signature

Name of NIB Name of M/s IBILT

Node Incharge Technical Support Engineer

Date: Date:

Annexure-6

Contact details of Technical Support Engineers

S.N. Name &

Designation

Location Correspondence

Address

Fixed

Phone

No.

Mobile

Phone

No.

Fax

No.

Residence

Phone No.

Email

Address

Locations

Covered

Annexure-7

M/s IBILT Fault Escalation Matrix (To be Provided by M/s IBILT)

Contact details (name, address, phone, fax, mobile, email) for L1, L2 & L3 escalation

support personnel are given below:

Note:

Fault will be escalated to:

• The first level support (L1) of M/s IBILT if not rectified/responded by TSEs

within stipulated duration for rectification of faults

• The second level support (L2) of M/s IBILT if fault continues beyond 12 hours

• The third & ultimate level support (L3) of M/s IBILT if fault continues beyond 24

hours.

Annexure-8

MUTUAL NON-DISCLOSURE AGREEMENT

This Agreement is made as of the ___________________________ between Bharat

Sanchar Nigam Limited (A Government of India Enterprise), O/o Chief General Manager,

Data Networks, CTS Compound, Netaji Nagar, New Delhi- 110023, having its registered

office at Bahrat Sanchar Bhawan, Harish Chandra Mathur Lane, Janpath, New Delhi-

110001 herein after called “BSNL” which expression shall unless repugnant to the

subject or the context mean and included its successors, nominees or assign and M/s iBilt

Technologies Limited, an Indian Company incorporated and registered under the

companies Act 1956, having its registered office at ……………………… herein after

referred to as the “M/s IBILT” which expression shall unless repugnant to the subject or

the context mean and include its successors, nominees or assigns.

In order to pursue the mutual business purpose specified in Exhibit A (the "Business

Purpose"), BSNL and M/s IBILT recognize that there is a need to disclose to one another

certain confidential information of each party to be used only for the Business Purpose

and to protect such confidential information from unauthorized use and disclosure.

In consideration of the other party's disclosure of such information, each party agrees as

follows:

1.This Agreement will apply to all confidential and proprietary information disclosed

by one party to the other party, including information listed in Exhibit A and other

information which the disclosing party identifies in writing as confidential before

or within thirty days after disclosure to the receiving party ("Confidential

Information").

2.Each party agrees (i) to hold the other party's Confidential Information in strict

confidence, (ii) not to disclose such Confidential Information to any third parties,

and (iii) not to use any Confidential Information for any purpose except for the

Business Purpose. Each party may disclose the other party's Confidential

Information to its responsible employees with a bona fide need to know, but only

to the extent necessary to carry out the Business Purpose. Each party agrees to

instruct all such employees not to disclose such Confidential Information to third

parties, including consultants, without the prior written permission of the

disclosing party.

3.Confidential information will not include information which:

(i) is now, or hereafter becomes, through no act or failure to act on the part of

the receiving party, generally known or available to the public:

(ii) was acquired by the receiving party before receiving such information

from the disclosing party and without restriction as to use or disclosure;

(iii) is hereafter rightfully furnished to the receiving party by a third party,

without restriction as to use or disclosure:

(iv) is information which the receiving party can document was independently

developed by the receiving party;

(v) is required to be disclosed pursuant to law, provided the receiving party

uses reasonable efforts to give the disclosing party reasonable notice of such

required disclosure; or

(vi) is disclosed with the prior written consent of the disclosing party.

4. Each party agrees not to remove any of the other party's Confidential Information

from the premises of the disclosing party without the disclosing party's prior

written approval. Each party agrees to exercise extreme care in protecting the

confidentiality of any Confidential Information which is removed, only with the

disclosing party's prior written approval, from the disclosing party's premises.

Each party agrees to comply with any and all terms and conditions the disclosing

party may impose upon any such approved removal, such as conditions that the

removed Confidential Information and all copies must be returned by a certain

date, and that no copies are to be make off of the premises.

5. Upon the disclosing party's request, the receiving party will promptly return to the

disclosing party all tangible items containing or consisting of the disclosing

party's Confidential Information all copies thereof.

6. Each party recognizes and agrees that nothing contained in this Agreement will be

construed as granting any rights to the receiving party, by license or otherwise, to

any of the disclosing party's Confidential Information except as specified in this

Agreement.

7. Each party acknowledges that all of the disclosing party's Confidential Information

is owned solely by the disclosing party (or its licensors) and that the unauthorized

disclosure or use of such Confidential Information would cause irreparable harm

and significant injury, the degree of which may be difficult to ascertain.

Accordingly, each party agrees that the disclosing party will have the right to

obtain an immediate injunction enjoining any breach of this Agreement, as well as

the right to pursue any and all other rights and remedies available at law or in

equity for such a breach.

8. This Agreement will be construed, interpreted, and applied in accordance with the

laws of India. Subject to terms and conditions regarding the removal of

Confidential Information as set forth under Section 4, this Agreement and Exhibit

A attached hereto are the complete and exclusive statement regarding the subject

matter of this Agreement and supersede all prior agreements, understandings and

communications, oral or written, between the parties regarding the subject matter

of this Agreement.

9. This Agreement will remain in effect for five years from the date of the last

disclosure of Confidential Information, at which time it will terminate.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly

authorized officers or representatives.

M/s IBILT Bharat Sanchar Nigam Limited

Signature

Signature

Printed Name

Printed Name

Title

Title

Seal

Seal

Exhibit A

1. Business Purpose:

To carry out Annual Maintenance of NIB-1 equipment

2. Confidential Information of M/s IBILT

3. Confidential Information of Bharat Sanchar Nigam Limited (BSNL):

• All network and server details including network configurations

• All log files and output details of commands

• IP Addressing Plan of NIB

• All information shared in oral or in written form by BSNL with M/s IBILT

M/s IBILT Bharat Sanchar Nigam Limited

Signature

Signature

Printed Name

Printed Name

Title

Title

Seal

Seal

Annexure-9

PERFORMANCE SECURITY GUARANTEE (BOND FORM)

1. In consideration of the CMD Bharat Sanchar Nigam Limited (hereinafter called”

the “BSNL”) having agreed to exempt………………………..( hereinafter called

“Bidder”) from the demand, under the terms and conditions of an agreement/

(purchase order) No……………dated……………made

between…………………………..and…………………………for the supply

of……………………………………..(hereinafter called “the said

AGREEMENT”) of Security Deposit for the due fulfillment by the bidder of the

terms and conditions contained in the said Agreement, on production of the Bank

Guarantee for…………………………..we, (name of the Bank)

……………………………..(hereinafter referred to as “the Bank”) at the request

of ……………………………(Bidder) do hereby undertake to pay to the BSNL

an amount not exceeding………………. against any loss or damage caused to or

suffered or would be caused to or suffered by the BSNL by reason of any breach

by bidder of any of the terms or conditions contained in the said agreement.

2. We (name of the Bank)…………………………do hereby undertake to pay the

amounts due and payable under this guarantee without any demure, merely on a

demand from the BSNL by reason of breach by the said bidder of any of terms or

conditions contained in the said agreement or by reasons of the bidder’s failure to

perform the said agreement. Any such demand made on the bank shall be

conclusive as regard the amount due and payable by the bank under this guarantee

where the decision of the BSNL in these counts shall be final and binding on the

bank. However, our liability under this guarantee shall be restricted to an amount

not exceeding……………………..

3. We undertake to pay to the BSNL any money so demanded not withstanding any

dispute or disputes raised by bidder in any suit or proceeding pending before any

court or tribunal relating thereto our liability under this present being absolute

and unequivocal. The payment so made by us under this bond shall be valid

discharge of our liability for payment there under and the bidder shall have no

claim against us for making such payment.

4. We (name of the Bank) …………………….. further agree that the guarantee

herein contained shall remain in full force and effect during the period that would

be taken for the performance of the said agreement and that it shall continue to be

enforceable till all the dues of the BSNL under or by virtue of the said agreement

have been fully paid and its claims satisfied or discharged or till ………………….

(office/department) BSNL certifies that the terms and conditions of the said

agreement have been fully or properly carried out by bidder and accordingly

discharges this guarantee. Unless a demand or claim under this guarantee is

made on us in writing on or before the expiry of six months (as specified in PO)

from the date hereof, we shall be discharged from all liabilities under this

guarantee thereafter.

5. We (name of the Bank) ………………….. further agree with the BSNL that the

BSNL shall have the fullest liberty without our consent and without affecting in

any manner our obligation hereunder to vary any of the terms and conditions of

the said agreement or to extend time of performance by the bidder from time to

time or to postpone for any time or from time to time any of the powers

exercisable by the BSNL against bidder and to forbear or enforce any of the terms

and conditions relating to the said agreement and we shall not be relieved from

our liability by reason of any such variation, or extension being granted to the

bidder or for any forbearance, act or omission on the part of BSNL or any

indulgence by the BSNL to bidder or by any such matter or thing whatsoever

which under the law relating to the sureties would, but for this provision, have

effect of so relieving us.

6. This guarantee will not be discharged due to change in the constitution of the

Bank or bidder.

7. We (name of the Bank)…………………lastly undertake not to revoke this

guarantee during its currency except with the previous consent of the BSNL in

writing.

Dated the ………………………. Day of ………………

For

-------------------------------------------------------------------

(Indicate the name of bank)

Annexure-10

Fault Report

(AMC of NIB-1 Networking Equipments)

(Reference PO No: BSNL/DNW/AMC-NIB-1/2007 dated ………)

NIB Node Name : Period : From__________To__________

NIB Node In Charge Name:

Designation:

(A) Details of Fault during Period: Following are the details of faults and fault responses, observed during the above mentioned

period: Sr.No. Docket

No.

Problem

Description

Effect on Service

(No/Degrade/Down)

Fault Category

(Severe/Major/Minor)

Date &

Time of

Fault

reporting

by

BSNL

Attended

Fault on

Date &

Time by

iBILT

Engineer

Completion

of Fault

Rectification

Date &

Time

Call Status (Pending

/

Attended/Completed)

Solution

Provided

Remarks

(B) It is also certified that No Faults are pending against these cards at the end of above mentioned period.

[cross if any fault is pending]

Signature Signature

Vendor Reprehensive BSNL Node In Charge (Not below SDE rank)

Name : Name :

Location Location:

Date : Date: