Tender through E Procurement - Bharat Petroleum · 1. BPCL invites bids for selection of IT Service...

Open Tender through E‐ Procurement

For Providing Resources in Software Development and System

Administration in SAP Domain

Document Title Tender Specifications for Providing Resources for SAP Domain Document Type RFP Bid Type Three part bid – BQ, Technical & Commercial CRFQ No 1000218904 Date of CRFQ 6th October, 2014 Pre bid meeting on 17th October, 2014 at ERP – CC, Sewree East, Mumbai 400 015 Last Date for Submission of Bid

31st October, 2014 at 15:00 hrs IST

RFQ issued by: Bharat Petroleum Corporation Limited,

Integrated Information Systems Department, Bharat Bhavan II, 4 & 6 Currimbhoy Road, Ballard Estate, Mumbai 400 001.

External Resources‐SAP Domain


Subject: Invitation of Tender for External Resources for SAP Domain (CRFQ no.1000218904 due on 31st October, 2014 at 3.00 p.m.)

Dear Sir / Madam,

1. BPCL invites bids for selection of IT Service Provider to provide services pertaining to Software Development and System Administration in SAP domain for a period three years.

2. You are invited to submit your offer in a three‐part bid for the subject job as per the technical

specifications and on the terms & conditions contained in this tender document. 3. Please visit the website https://bpcl.eproc.in for participating in the tender and submitting your

bid online.

4. Bidders are required to submit their bids in three part bids consisting of the following, through this E‐Tender.

a) Bid ‐Qualification Criteria (BQC) document (Part – I)

This should contain required Bid Qualification documents /details/relevant proof against each of the given Criteria.

b) Techno‐Commercial Bid (Part – II) This should contain all technical details, Literature, Leaflets etc confirmation of Commercial terms and conditions of the tender.

c) Price Bids (Part – III) This should contain Prices /Taxes against the bill of materials

5. First BQC bid document of bidders will be evaluated. Techno‐commercial bids of only those bidders, who qualify the BQC criteria, will be evaluated further.

6. Commercial bids of only those bidders, who qualify the techno‐commercial criterion, will be

opened and evaluated further.

7. It is necessary, for all the bidders to submit an EMD of Rs. 1 lakh by DD drawn on any scheduled Bank payable at Mumbai, in physical form in our office at the following address before due date and time failing which bids will not be considered for evaluation. Milind Mangalgiri, IIS Department, 2nd floor, Bharat Bhavan II, 4 & 6 Currimbhoy Road, Ballard Estate, Mumbai – 400001

EMD of the unsuccessful bidders shall be returned after finalization of the L‐1 Bidder. 8. You should submit your Bid‐Qualification document, Techno‐commercial & price bid through

online. However, the instrument i.e. EMD in the form of Demand Draft and the Integrity Pact

https://bpcl.eproc.in/


duly signed and stamped by authorized personnel of your company to be submitted in physical form on or before the due date and time of this tender.

9. BPCL does not take any responsibility for any delay in submission of online bid due to

connectivity problem or non‐availability of site and/or receipt of instrument i.e. DD and Integrity Pact to be submitted in physical form due to postal delay. No claims on this account shall be entertained.

10. Incomplete tenders shall be liable for rejection without seeking any further clarification. We also reserve the right to reject any or all tenders without assigning any reasons whatsoever.

Thanking you, Yours faithfully, For Bharat Petroleum Corporation Ltd. Milind Mangalgiri Sr. Manager IIS (Procurement & Contracts)


1. GENERAL INSTRUCTIONS TO BIDDERS FOR E‐TENDERING .............................................................................. 5

2. INTEGRITY PACT (IP) ...................................................................................................................................... 7

3. COMMERCIAL TERMS & CONDITIONS ............................................................................................................ 8

4. BACKGROUND .............................................................................................................................................. 8

5. SCOPE OF WORK (SOW) ................................................................................................................................ 9

SKILL SETS, ROLES & RESPONSIBILITIES ............................................................................................................................ 10 QUALIFICATION ........................................................................................................................................................... 10 EXPERIENCE ................................................................................................................................................................ 10 MANDATORY SKILL‐SETS ............................................................................................................................................... 10 I. SKILL‐SETS OR DEVELOPERS .................................................................................................................................. 10 II. SKILL‐SETS FOR SYSTEM ADMINISTRATORS .............................................................................................................. 11 ROLES AND RESPONSIBILITIES ......................................................................................................................................... 11 I. FOR DEVELOPERS ............................................................................................................................................... 11 II. FOR SYSTEM ADMINISTRATORS ............................................................................................................................. 12

6. PRE‐QUALIFICATION CRITERIA ...................................................................................................................... 13

INSTRUCTIONS TO THE BIDDER ........................................................................................................................................ 13 BID QUALIFICATION CRITERIA (BQC) ............................................................................................................................... 13

7. TECHNO‐COMMERCIAL QUALIFICATIONS ..................................................................................................... 15

COMMERCIAL EVALUATION/CONTRACT AWARD CRITERIA ............................................................................................... 16 GENERAL TERMS AND CONDITIONS ................................................................................................................................. 16 TERMINATION OF CONTRACT: ........................................................................................................................................ 17 CODE OF CONDUCT TO BE FOLLOWED WHILE AT BPCL PREMISES ........................................................................................... 18 PAYMENT TERMS ......................................................................................................................................................... 18 OTHER CONDITIONS ..................................................................................................................................................... 19 MODIFICATION AND WITHDRAWAL OF PROPOSAL .............................................................................................................. 19 NON‐CONFORMING PROPOSALS ..................................................................................................................................... 19 RIGHT TO MODIFY SUBMISSION DEADLINE ....................................................................................................................... 19 RIGHT TO TERMINATE THE PROCESS ................................................................................................................................ 19 BANK GUARANTEE ....................................................................................................................................................... 19 DISQUALIFICATION ....................................................................................................................................................... 20 LIQUIDATED DAMAGES (LD) .......................................................................................................................................... 20 COMPLETENESS OF RESPONSE ........................................................................................................................................ 20 OTHER CONTRACTUAL STIPULATIONS ............................................................................................................................... 21

8. BILL OF MATERIAL ........................................................................................................................................ 22

9. UN‐PRICED BID ............................................................................................................................................ 22

10. ANNEXURE ‐ 1 .............................................................................................................................................. 24

11. ANNEXURE – 2 ............................................................................................................................................. 30

12. ANNEXURE ‐ 3 .............................................................................................................................................. 35

13. ANNEXURE – 4 ............................................................................................................................................. 39

ANNEXURE – 4A .......................................................................................................................................................... 49

14. ANNEXURE – V ............................................................................................................................................. 57


1. General Instructions to Bidders for E‐Tendering

a) Interested parties may download the tender from BPCL website http://www.bharatpetroleum.in (or) from the e‐tendering website https://bpcl.eproc.in and participate in the tender as per the instructions given herein, on or before the due date and time of the tender. The tender available on the BPCL website can be downloaded for reading purpose only. For participation in the tender, please fill up the tender online on the e‐tender system available on https://bpcl.eproc.in.

b) For registration on the e‐tender site https://bpcl.eporc.in you need to download the

User Instruction Manual from the site and read it. Vendor has to select “Enrolment” and complete the “Supplier Registration Form” by filling in all the information correctly. Kindly remember the login id, password entered therein. After you complete this process, system will generate an e‐mail wherein a system generated “Challenge Phrase” will be mailed to you to complete balance registration process.

c) As a pre‐requisite for participation in the tender, bidders are required to obtain a valid

Digital Certificate with encryption of Class 2B and above as per Indian IT Act from the licensed Certifying Authorities operating under the Root Certifying Authority of India (RCIA), Controller of Certifying Authorities (CCA). The cost of obtaining the digital certificate shall be borne by the bidder.

d) In case any bidder so desires, he may contact our e‐procurement service provider M/s.

C1 India Pvt. Ltd., Mumbai (Contact no. 022‐66865600/ 66865611/ 66865603/66865633) email ID [email protected] for obtaining the digital / encryption signature certificate.

e) Corrigendum/amendment, if any, shall be notified on the site https://bpcl.eproc.in. In

case any corrigendum/amendment is issued after the submission of the bid, then such bidders, who have submitted their bids, shall be intimated about the corrigendum/amendment by a system‐generated email. It shall be assumed that the information contained therein has been taken into account by the bidder. They have the choice of making changes in their bid before the due date and time.

f) Bidders are required to complete the following process online on or before the due

date/time of closing of the tender: • Pre‐Qualification Bid • Techno‐commercial Bid • Priced bid

g) Directions for submitting online offers, electronically, against e‐procurement tenders directly through internet is given below:

http://www.bharatpetroleum.in/



https://bpcl.eporc.in/

mailto:[email protected]



1) Bidders are advised to log on to the website (https://bpcl.eproc.in) and arrange to register themselves at the earliest.

2) The system time (IST) that will be displayed on e‐tender web page shall be the time considered for determining the expiry of due date and time of the tender and no other time shall be taken into cognizance.

3) Bidders are advised in their own interest to ensure that their bids are submitted in e‐tender system well before the closing date and time of bid. If the bidder intends to change/revise the bid already entered, he may do so any number of times till the due date and time of submission deadline. However, no bid can be modified after the deadline for submission of bids.

4) Once the entire process of submission of online bid is complete, the bidders are required to go to option ‘own bid view’ through dashboard and take the print of the envelope receipt as a proof of submitted bid.

5) Bids / Offers shall not be permitted in e‐procurement system after the due date / time of tender. Hence, no bid can be submitted after the due date and time of submission has elapsed.

6) No manual bids/offers along with electronic bids/offers shall be permitted.

h) Once the un‐priced bids are opened, bidders can see the list of bidders who have participated in the bid by logging on to the portal under their user ID and password and clicking on “Other Bids” view. Subsequently, once the price bids are opened, bidders can see the rates quoted by all the participating bidders using the same option.

i) No responsibility will be taken by BPCL and/or the e‐tender service provider for any delay due to connectivity and availability of website. They shall not have any liability to bidders for any interruption or delay in access to the site irrespective of the cause. It is advisable that bidders who are not well conversant with e‐tendering procedures, start filling up the tenders much before the due date /time so that there is sufficient time available with him/her to acquaint with all the steps and seek help if they so require. Even for those who are conversant with this type of e‐tendering, it is suggested to complete all the activities ahead of time. It should be noted that the individual bid becomes viewable only after the opening of the bid on/after the due date and time. Please be reassured that your bid will be viewable only to you and nobody else till the due date/ time of the tender opening. The non availability of viewing before due date and time is true for e‐tendering service provider as well as BPCL officials.

j) BPCL and/or the e‐tender service provider shall not be responsible for any direct or indirect loss or damages and or consequential damages, arising out of the bidding process including but not limited to systems problems, inability to use the system, loss of electronic information etc.



k) In case of any clarification pertaining to e‐procurement process, the bidder may contact

the following agencies / personnel: 1. For system related issues:

a. M/s.C1 India at contact no. 022‐66865600/ 66865611/ 66865603/66865633 followed with a e‐mail to id [email protected]

2. For tender related queries: a. KS Swaminathan of BPCL at contact no. 022‐22714264 followed with an email

to ID [email protected]

b. Milind Mangalgiri of BPCL at contact no. 022‐22713754 /22714214 followed with an email to ID [email protected]

The responsible person of the tender is Milind Mangalgiri of BPCL at contact no. 022‐22713754 / 22714214.

2. Integrity Pact (IP)

• Proforma of Integrity Pact as per attached Annexure ‐ 1 shall be uploaded by the Bidder/s along with the technical bid documents, duly signed by the authorized same signatory. All the pages of the Integrity Pact shall be duly signed and witnessed. Bidder's failure to upload the IP duly signed along with the bid documents shall result in the bid not being considered for further evaluation.

• If the Bidder has been disqualified from the tender process prior to the award of the contract in accordance with the provisions of the Integrity Pact, BPCL shall be entitled to demand and recover from Bidder Liquidated Damages amount by forfeiting the EMD/Bid Security as per provisions of the Integrity Pact.

• If the contract has been terminated according to the provisions of the Integrity Pact, or if BPCL is entitled to terminate the contract according to the provisions of the Integrity Pact, BPCL shall be entitled to demand and recover from Contractor Liquidated Damages amount by forfeiting the Security Deposit/ Performance Bank Guarantee as per provisions of the Integrity Pact.

• Bidders may raise disputes/complaints if any, with the nominated Independent External Monitor.

Names/addresses/contact numbers of Independent External Monitors appointed to oversee implementation is as follows:

Shri Brahm Dutt No. 82, Shakti Bhavan, Race Course Road, Bangalore 560 001 Tel: 080‐22256568/09731316063



mailto:%[email protected]


3. Commercial Terms & Conditions

Pricing Type a) The quoted rates shall be valid for acceptance for the period of 90 days from the date of

opening of price bid.

b) Prices quoted by the bidder must be all inclusive, firm and final, and shall not be subject to any escalation whatsoever during the period of the contract. Prices should indicate the price at site and should include all taxes

c) The contract period will be for three years from the date of signing of the contract. d) The Vendor should quote separately for Basic price, and service tax as applicable on the

item quoted separately. e) Variation in the rates for Statutory levies/ taxes / duties during the tenure of the

contract for supplies within delivery schedule will be allowed only on the submission of documentary evidence from Government / Statutory Authorities and its acceptance by BPCL.

4. Background

Bharat Petroleum Corporation Limited (BPCL) has implemented various SAP Solutions during the last 14 years and it includes 10 systems landscapes as given below: • SAP ECC 606 all modules • SAP SCM • SAP BI with BI Accelerator and Implementing SAP BW HANA • SAP Solutions Manager • SAP Governance, Risk and Compliance • SAP CRM • SAP Portal (internal & external) • SAP PI (middleware) • SAP Gateway BPCL has extensively customized standard SAP environments by undertaking developments (user exits, dialog programs, reports, RFCs, web services etc) in SAP Netweaver platform. In recent past, BPCL has developed large applications on Netweaver platform using SAP’s core functionality. To sum up, BPCL has a large number of developments done using ABAP/Web Dynpro/Java Dynpro/ Adobe forms/Java etc.


A number of interfaces have been implemented using SAP PI as a middleware. These include many A2A & B2B interfaces. BPCL hosts all the servers in data centers at Mumbai and Greater Noida. These data centers have more than 100 servers, various classes of storages and networking equipments. Most of the SAP servers/storages have been procured from HP. The Operating Systems in these servers are HP UX 11.23, Red Hat Linux. We have implemented virtualization using VMware. We are also in the process of implementing Enterprise Content Management (ECM). At present, Application Development in Netweaver Platform, System Management (Basis, OS level system administration) is being done by BPCL in‐house team complemented by resources from one of the leading IT Service Provider. 1. SUBMISSION OF BIDS ‐ Last date of Submission of Bids: 31st October, 2014 at 15:00 HRS

2. Pre Bid Meeting : 17th October, 2014 at 10:00 AM at ERP – Competency Center, Bharat

Petroleum Corporation Ltd., A – Installation, Sewree Fort Road, Sewree East, Mumbai 400015.

All your queries regarding pre bid meeting of this tender need to be submitted by 13th October, 2014 to email ids mentioned in the tender. No further queries/clarifications on this tender would be entertained after pre‐bid meeting

Contact Person for Technical Clarification

M S Ramakrishnan DGM (IIS Applications) BPCL, A – Installation ERP Competency Center Sewree Fort Road, Sewree East Mumbai 400015. Mobile : +919821126748 Email : [email protected]

5. Scope of Work (SOW)

The Bidder’s scope of the assignment would involve the following:

With growing number of new applications, maintenance and increasing complexity, BPCL needs to enhance technical resources in order to deliver solutions at a faster pace.

In view of the above, we are floating this RFP to procure services of technical resources (developers/system administrators) at our sites.


Approximate requirement for a period of three year is given below:

Sr. No. Description Quantity in Man Month

1 Developer in SAP Netweaver Environment (ABAP/ABAP Web Dynpro/Java Dynpro) 360

2 System Administrators (SAP Basis/PI/BI/Oracle) 75

Place / site: Majority of technical resources will be required at ERP Competency Centre, Sewree East, Mumbai. A few resources (mainly System Administrators & DB Administrators) may be required at our Disaster Recovery center at Greater Noida. Skill Sets, Roles & Responsibilities

Qualification

The resource should possess qualification such as B.E/B. Tech/MCA in Computer Science, Computer Engineering or Information Technology.

Experience

Should have minimum of 3 years of experience in respective domain as described below:

Sr. No. Category Domain

1. Developer in SAP Netweaver environment

Should have worked as a developer in ABAP or Web Dynpro or Java Dynpro for a period of not less than 3 years

2. System Administrator SAP Basis/BI/PI/Oracle

Should have 3 years of experience in SAP Basis covering all aspects such as Application installation, upgrade, configuration, EWA monitoring, trouble shooting or BI/PI/Oracle

Mandatory Skill‐sets i. Skill‐sets or Developers

a) Should possess excellent programming skills in one or more of the above environments

b) Should be able to effectively debug programs, identify bug fixes / performance bottlenecks and improvements.

c) Should be able to prepare detailed technical document as per template provided by BPCL.


d) Should have worked in medium and large scale projects

ii. Skill‐sets for System Administrators

a) Should have handled support pack upgrade in Java and ABAP systems b) Proficiency in troubleshooting of SAP ECC and other SAP systems such as BI/PI c) Proficient in handling of AS JAVA and AS ABAP d) Knowledge of Oracle database and sys admin operation e) Should have worked in UNIX and Linux OS environment. f) Should possess good communication skills. g) Monitoring data loading and taking corrective action for BI h) Creation of data sources/enhancement of data sources (BI) i) Development of variable exits/routines (BI) j) Maintenance of various data target k) Development of various BI objects as per requirements l) Worked on minimum two lifecycle projects covering A2A and B2B scenarios. m) In depth knowledge of the adapters like RFC, IDOC, HTTP, JDBC, SOAP, EMAIL,

FILE etc. Knowledge of the Adapter specific attributes usage. n) Knowledge of Advance Adapter Engine. o) In depth knowledge of the security settings in PI likes SSL and digital certificates

configurations. p) Knowledge of Web Services and Enterprise services, implemented at least few

scenarios covering Web Services and Enterprise Services. q) Should have developed at least 3‐4 BPMs having correlations etc. r) Expertises in Graphical mapping (including value mapping) and XSLT mappings.

Ability to work on complex mapping scenarios. s) Good knowledge on the monitoring tools of PI for the ABAP and JAVA stack. t) Working expertises of ALE settings. u) Knowledge of various cache handling

Roles and Responsibilities i. For Developers

a) The resources will be required to work at BPCL, Mumbai. b) BPCL’s development requirement would vary during different phases; hence

exact requirement would vary from time to time. c) The Developers will understand the functional requirements and undertake

application development as per specifications given by BPCL project leader. They


will adhere to standards laid down by BPCL for development, documentation, testing etc.

d) The developers will carry out coding in the platform identified and carry out unit testing, interact with BPCL team members for implementing and rolling out the solution.

e) Knowledge transfer to in‐house development team along with documentation. f) The source code developed by the developers will be the property of BPCL. g) Create and maintain proper technical documentation of all developments

ii. For System Administrators

a) Change Request Management (ChaRM) in SAP Solution Manager ‐ handling of day‐to‐day operations such as role addition, transport of requests, etc.

b) User ID & Password Management for ERP team across all ABAP systems. c) Downloading EWA report of productive systems, analysis and take up routine

tasks such as kernel/patch application, RTCCTOOL, across all SAP system landscapes, after approval.

d) Providing Access Key for Notes application, Object modification e) Stop and Restart of SAP Systems when required to be done, after approval. f) User & Role Management of AS Java systems such as portal, etc. g) System Monitoring of all SAP system landscapes and proactive actions to be

taken. h) Create/Change Roles and Authorizations for users and system user‐ids as per

request, i) Preparing Authorization Trace for system user‐id as and when requested j) Participation and application of Support Pack in all SAP system landscapes. k) Web service/ Logical destination maintenance/ JCO maintenance l) Monitoring Tablespace, extending tablespace / co‐ordinate with Data Centre

team. m) Line Opener Program (LOP monitoring) n) User ID/Password updating for OSS access o) Import of Requests where ChaRM is not implemented, CRM/BI, etc. system

landscapes p) Import of requests of Portal Objects, deployment of packages, SLD monitoring

and business system maintenance, etc. q) Spool management, deletion of spools, r) Background job monitoring and scheduling for archival runs, etc. s) Other tasks as and when requested, such as documentation, checks & balances

review, etc.


6. Pre‐Qualification Criteria Instructions to the Bidder The bidder must ensure that copies of documentary proofs are uploaded under “other Document” for all the qualification criteria mentioned below. The originals must be produced on request. Submission of authentic documents is the prime responsibility of the bidder. Wherever we have concern or apprehension regarding the authenticity/correctness of any document, we reserve the rights of getting the document cross verified from the document issuing authority. In all the criteria, IT Services means software development and system administration in SAP domain. Authorized signatory should be certified by the company secretary. Bid Qualification Criteria (BQC) Pre‐Qualification is being the first step in the tendering process, the following BQC has been proposed for selection of the vendors through Press Tender. The bidder must fulfil each of the following criteria in order to qualify for the tender: Criteria : 1

Bidder should be a registered company in India for providing IT Services under the Companies Act 1956 and should have a valid registered office in India with a valid Service Tax registration. Bidder should have at least 5 years of continuous experience in IT Service in India as of 30th September, 2014 and should also be in IT Service business as of bid submission date. Documents Required from the Bidder a) Certificate of Incorporation and Memorandum & Articles of Association b) The bidder should submit any one of the following to prove that the bidder is in IT

Services for at least 5 years as of 31st August, 2014 and should also be in IT Service business as of bid submission date.

a. Certificate(s) from client(s) b. Copy of final invoice(s) c. Certificate from authorized signatory/company secretary

c) Service Tax Registration Certificate


Criteria : 2 Bidder should not be currently blacklisted by any State/Central Govenment/Public Sector Undertakings (PSU) as on the bid submission date. Documents Required from the Bidder

A certificate from the authorized signatory/company secretary of the bidder that the bidder has not been blacklisted by any Central/State Government/ PSUs Criteria : 3 The bidder should have average annual financial turnover of minimum Rs. 45 lakhs during the last 3 years ending 31st March, 2014 and the bidder should also have annual turnover of minimum Rs. 150 lakhs during any one of these three financial years. Documents Required from the Bidder a) Copy of Audited Balance sheets of the last three consecutive financial years as of bid

submission date. b) A certificate from authorized signatory/company secretary that the average annual

turnover of minimum Rs.45 lakhs and also have annual turnover of minimum Rs.150 lakhs during any one of these three financial years

Criteria : 4

The bidder should have positive net worth (measured as paid up capital plus free reserves) in each of the last 3 consecutive financial years as of bid submission date. Documents Required from the Bidder The bidder should submit Audited Balance Sheet of last three consecutive financial years. Criteria : 5 The bidder should have executed atleast three contracts each with peak deployment of minimum 15 resources in SAP domain for a minimum period of 3 months in the last three years as of bid submission date. Documents Required from the Bidder


The bidder should submit certificate(s) issued by the client(s) for three contracts executed in the last three years in SAP domain with peak deployment of minimum 15 resources for a minimum period of 3 months in each contract as of bid submission date. The bidder should also submit PO and Invoice(s) to substantiate the above for each contract. Criteria : 6

The bidder should have minimum CMMI Level 3 certification in the last three years and the certification should be currently valid as of bid submission date. Documents Required from the Bidder The bidder should submit the copy of the certificates. Criteria : 7 The bidder should have minimum 100 resources with minimum 3 years experience in software development and system administration in SAP domain and these resources should be in their payroll for minimum 6 months as of bid submission date. Documents Required from the Bidder The bidder should submit a certificate issued by the authorized signatory/company secretary that the bidder have minimum 100 resources with minimum 3 years experience in software development & system administration in SAP domain and the above resources are in their payroll for minimum 6 months as of bid submission date. Bidders are required to qualify each of the above mentioned Bid Qualification Criteria to become eligible for the evaluation of Techno‐Commercial bid.

7. Techno‐Commercial Qualifications

Sl. Criteria Bidders compliance 1 We agree to all the terms and conditions

mentioned in the tender. Yes/No

2 Draft Contract/Agreement (to be uploaded under ”other document” as given in Annexure ‐ 4)

Yes/No

3 Provide category wise number of resources currently available with minimum 3 years experience in SAP domain

Yes/No

4. The successful bidder will agree to sign BPCL’s Third Party and Outsourcing Services Policy (BPCL – TPOSP) as given in Annexure – V

Yes/No


Commercial Evaluation/Contract Award Criteria

Commercial bids of techno‐commercially qualified bidders will be evaluated considering the unit rate and quantity for three years including applicable taxes. Contract will be awarded to the overall lowest (L1) quote basis. Quantity is split equally during the contract period for the purpose of arriving Lowest Quote. However, BPCL reserves the right to utilize the resources depending upon the actual requirement.

General Terms and Conditions

a) BPCL reserves the right to vary above schedule at its absolute and sole discretion, should the need arise and Bidder acknowledges that it cannot hold BPCL responsible for breach of any of the dates.

b) From the date of RFP issue through the date the contract is awarded, communication/correspondence regarding this RFP with any BPCL personnel or its members or anyone other than the designated contact person listed in the RFP instructions is prohibited. Failure to follow this provision may be grounds for disqualification from proposal consideration.

c) Any costs incurred in responding to this request for proposal shall be borne by the Bidder only.

d) BPCL reserves the right to cancel the tender at any stage without assigning any reason.

e) At any stage during the contract period, if it is observed that offered service does not meet BPCL’s requirement and/or fails to provide requisite performance due to any reason not attributable to BPCL, the successful bidder shall have to take suitable measures without any additional cost to BPCL.

f) BPCL reserves the right to accept or reject any, or all proposals received as a result of this request, or to cancel in part or in its entirety this RFP, if it is in the best interest of BPCL.

g) All terms, conditions and provisions contained in the RFP shall form part of the contract by default.

h) BPCL reserves the right to conduct telephonic/face‐to‐face interview/conduct test with the resources proposed.

i) The resources deployed at BPCL should be permanent employees of the bidder and resources should be in their payroll for minimum 6 months.


j) A Man‐month is defined as 22 working days per month. The resources will be normally required to work from 9.00 AM to 5.30 PM for 5 days per week with 30 minutes lunch break. The resources may also be required to work beyond these working hours and also on Saturdays depending on the project requirement.

k) SAP Basis/BI/PI/Oracle administrators would normally work in two shifts viz. between 07:00 hrs to 15:30 hrs and 13:00 hrs to 21:30 hrs or 09:00 to 05:30 five days a week, i.e. Monday to Friday with 30 minutes lunch break. Proactive Maintenance (PM) of productive systems are generally carried out during off peak time i.e. Saturday/holiday nights. SAP Basis/BI/PI/Oracle administrators are expected to work during PM.

l) In case the performance of the resource is not in accordance with BPCL’s requirements, the bidder shall immediately arrange a mutually accepted replacement within 15 days.

m) Bidder agrees to provide category wise resources as indicated in the bid depending on the BPCL requirement.

n) As and when the requirements come up, the bidder would be required to provide CVs of the resources for placement within 7 days of request and the deployment should be completed within 30 days from the date of request.

Termination of Contract: BPCL may, without prejudice to any other remedy for breach of contract, by written notice of default, sent to the Bidder, terminate the Agreement for services in whole or in parts: a) If the Bidder fails to deliver either the whole or part of the services as defined in scope

of work within the time period(s) specified in the agreement or any extension thereof granted by BPCL

b) If the Bidder, in the judgement of the BPCL, has engaged in fraudulent and corrupt

practices or acted with mala fide intentions in competing for or in execution of the Contract.

c) For convenience the notice period shall be 30 days. d) In the event BPCL terminates the Agreement in whole or in part, as per the above

excluding for convenience period, BPCL may procure the services form anyone in such manner as it deems appropriate. It will be done at the risk and cost of the Bidder. However, the Bidder shall continue performance of the Contract to the extent not terminated.


e) In case Bidder is not able to fulfill the contractual commitments, then BPCL may decide to terminate the contract at its discretion and may not engage the bidder in future BPCL projects.

Code of Conduct to be followed while at BPCL premises

a) The resources engaged by BPCL will follow the normal code of conduct applicable to

staff of BPCL. In addition to this, they will not be in possession of removable storage devices like pen drive, CD writer, floppy, etc. while at work in BPCL premises.

b) Use of internet access shall be provided for official purposes and not for personal use. If

the resource is found not adhering to the code of conduct specified, he/she would be sent back and the Bidder to provide immediate replacement of the resource so that BPCL work does not get affected.

Payment Terms a) Monthly on submission of bills with timesheet duly certified by BPCL. Payment will be

made within 30 days from the date of receipt and acceptance of the bills. Payment for part period assignment, if any, will be made on pro‐rata basis (1 man‐month = 22 work days) i.e. (Man Month rate/22)*No. of days.

b) Payment will be done by Electronic Fund Transfer based on submission of bills /

invoices duly certified by BPCL. Bidder needs to submit the Bank Mandate in prescribed format to BPCL along with PAN No details. While making payments, taxes as applicable will be deducted.

c) Please note that variation, if any, during the contract period in the rates for statutory

levies/taxes/duties will be allowed only on submission of documentary evidence from the Government/Statutory authorities and its acceptance by the BPCL.

d) The payments will be made on monthly basis towards the services rendered. The

successful bidder shall submit the invoice along with the time sheet duly authorized by the Team Lead and also by the Project Manager of BPCL on or before 10th of subsequent month. The payment will be made within 30 days from the receipt of the invoice. No advance payment will be made. Payment will be made on receipt of Bank Guarantee (BG) as per BG terms and conditions of the tender.

e) No other expenses (e.g. conveyance, accommodation etc.) will be paid by BPCL. f) Leave requests would have to be sanctioned by BPCL. However leave days will not be

charged to BPCL.


Other Conditions

Modification and Withdrawal of Proposal

No proposal may be withdrawn in between the deadline for submission of proposals and the expiration of the validity period specified by the bidder on the proposal form. Entire EMD may be forfeited if any of the bidders withdraw their bid during the validity period.

Non‐Conforming Proposals

A proposal may be construed as a non‐conforming proposal and ineligible for consideration if it does not comply with the requirements of this RFP. Failure to comply with the technical requirements, and non‐acknowledgment of receipt of amendments, are common causes for holding proposals non‐conforming.

Right to Modify Submission Deadline

BPCL may, at its discretion, extend the deadline for submission of proposals by issuing a corrigendum or by intimating all bidders who have been provided the proposal documents, in writing or by facsimile, in which case all rights and obligations of this RFP and the bidders previously subject to the original deadline will thereafter be subject to the deadline as extended.

Right to Terminate the Process

BPCL may terminate the RFP process at any time and without assigning any reason. BPCL makes no commitments, express or implied, that this process will result in a business transaction with anyone.

This RFP does not constitute an offer by BPCL. The bidder's participation in this process may result in BPCL selecting the bidder to engage in further discussions and negotiations toward execution of agreement. The commencement of such negotiations does not, however, signify a commitment by BPCL to execute agreement or to continue negotiations. BPCL may terminate negotiations at any time without assigning any reason.

Bank Guarantee

a) Within 30 days of the receipt of notification of award from the BPCL, the successful bidder shall furnish the performance security in form of a Bank Guarantee as given in Annexure – 3 for an amount of 10% of the annual PO value and valid for the PO period.

b) The BG shall be denominated in Indian rupees and shall be a bank guarantee in favour of Bharat Petroleum Corporation Ltd. from a scheduled bank in India.

c) The proceeds of the BG shall be payable to BPCL as compensation for not meeting the contractual obligations by the bidder under this bid. BPCL shall as soon as practicably


possible notify the bidder in writing of its invocation of its right to receive such compensation, indicating the reasons for which the bidder is in default.

d) Unless invoked pursuant to above conditions the BG shall be discharged by BPCL and returned to the bidder at the end of the PO period.

e) At no time during the pendency of the resultant agreement shall the bidder allow the BG to expire. Expiry during the term of the resultant agreement shall be a ground for termination of the Contract.

Disqualification

The proposal is liable to be disqualified in the following cases or in case bidder fails to meet the bidding requirements as indicated in this RFP:

a) Proposal not submitted in accordance with the procedure and formats prescribed in this document or treated as non‐conforming proposal.

b) The bidder qualifies the proposal with his own conditions

c) Proposal is received in incomplete form

d) Proposal is received after due date and time at the designated venue

e) Proposal is not accompanied by all the requisite documents

f) Information submitted in technical proposal is found to be misrepresented, incorrect or false, accidentally, unwittingly or otherwise, at any time during the processing of the agreement (no matter at what stage) or during the tenure of the agreement including the extension period if any

g) Commercial proposal is uploaded as part of technical proposal. Bidder tries to influence the proposal evaluation process by unlawful/corrupt/fraudulent means at any point of time during the bid process.

Liquidated Damages (LD) For any delay in providing the quality resource(s) from the date of request (which meets our requirement) beyond agreed period of 30 days, there will be LD of 25% of the cost of the man month in the respective category charged to the bidder per week or part there of, subject to maximum of one man month cost. For any delay beyond 8 weeks from the date of request and/or three repeated occurences of the same, BPCL will have the option of terminating the contract after invoking Bank Gurantee.

Completeness of Response


a) Bidders are advised to study this RFP document carefully before submitting their proposals in response to this RFP. Submission of a proposal in response to this RFP shall be deemed to have been done after careful study and examination of this document with full understanding of its terms, conditions and implications.

b) A bid shall be considered Responsive only when the bidder’s response to this RFP is full

and complete in all respects including the compliance sheet.

c) Failure to furnish all the information required in this RFP or submission of a proposal not responsive to the RFP in all aspects will be at the Bidder's risk and may result in rejection of the bidder’s Proposal.

Other Contractual Stipulations

a) FORCE MAJEURE CLAUSE: The parties to this agreement cannot be responsible for any

failure of performance or delay in performance of their obligations there under if such failure or delay shall be the result of any Government Directive relevant to this agreement or due to war, hostilities, act of public enemy, riots or civil commotion’s, strikes, lock out, fire, floods, epidemics or act of God, arrests and restraints or rulers and people political or administrative acts of recognized or defacto Government Import or Export restrictions, compliance with any Government or local authority or any other cause or cause beyond the control of the parties hereto.

b) NDA Clause: The successful bidder has to sign the 'Non Disclosure Agreement(NDA)' on

Rs. 100/‐ stamp paper (Non Judicial) from their competent authority as a compliance for the 'Non Disclosure Agreement' in line with BPCL's IS Security Policy as given in Annexure ‐ 2. Purchase orders will not be placed without entering into above NDA. If NDA has already been submitted, please ignore this clause.

c) Risk Purchase: If the vendor fails to supply the required number of resources or the performance of the resources is found to be unsatisfactory, BPCL will have the right to get the resources from elsewhere and extra cost incurred would be recovered from the successful bidder.

d) BPCL reserves the right to reject the tender without assigning any reason whatsoever.

e) Intellectual Property Right (IPR)

All application design, architecture, development, program codes and documentation done by the resources (employees of the bidder) shall be intellectual property of BPCL and bidder shall not have any right to the same.


f) Arbitration clause

• In case of any dispute or differences arising under and out of, or in connection with the contract, shall be referred to the sole arbitration by an arbitrator appointed under the provision of Indian arbitration Act and conciliation Act 1996 and subject to jurisdiction of courts in Mumbai only.

• In case of any dispute in the interpretation of the terms and conditions of the tender, the decision of the Corporation shall be final and binding

8. Bill of Material

Sr. No. Description Unit Qty First Year

1 Developer ‐ SAP Netweaver (ABAP/Web Dynpro/ Java Dynpro/PI)

Man Month 120

2 System Administrator ‐ SAP Basis/PI/BI Man Month 25 Second Year 1 Developer ‐ SAP Netweaver Environment

(ABAP/Web Dynpro/ Java Dynpro/PI) Man Month 120

2 System Administrator ‐ SAP Basis/PI/BI Man Month 25 Third Year 1 Developer ‐ SAP Netweaver Environment

(ABAP/Web Dynpro/ Java Dynpro/PI) Man Month 120

2 System Administrator ‐ SAP Basis/PI/BI Man Month 25Total

Quantity is split equally during the contract period for the purpose of arriving Lowest Quote (L1). However, the actual utilization may vary depending upon the requirement.

9. Un‐priced Bid

All figures must be in Indian Rupees

Sr. No. Description Unit Qty Unit Rate Amount Taxes Total

Amount (a) (b) C=(axb) (d) E=(c+d) First Year 1 Developer ‐ SAP Netweaver

(ABAP/Web Dynpro/ Java Dynpro/PI)

Man Month

120

2 System Administrator ‐ SAP Basis/PI/BI

Man Month

25


Second Year 1 Developer ‐ SAP Netweaver

Environment (ABAP/Web Dynpro/ Java Dynpro/PI)

Man Month

120


Man Month

25

Third Year 1 Developer ‐ SAP Netweaver

Environment (ABAP/Web Dynpro/ Java Dynpro/PI)

Man Month

120


Man Month

25

Total


10. Annexure ‐ 1 INTEGRITY PACT

Between

Bharat Petroleum Corporation Limited (BPCL) hereinafter referred to as "The Principal",

And

………………………..hereinafter referred to as "The Bidder/Contractor/Supplier"

Preamble

The Principal intends to award, under laid down organization procedures, contract/s for ………………..The Principal values full compliance with all relevant laws and regulations, and the principles of economic use of resources, and of fairness and transparency in its relations with its Bidder/s, Contractor/s and Supplier/s.

In order to achieve these goals, the Principal cooperates with the renowned international Non‐Governmental Organisation "Transparency International" (TI). Following TI's national and international experience, the Principal will appoint an Independent External Monitor who will monitor the tender process and the execution of the contract for compliance with the principles mentioned above.

Section 1 ‐Commitments of the Principal

1. The Principal commits itself to take all measures necessary to prevent corruption and to observe the following principles:

a) No employee of the Principal, personally or through family members, will in connection with the tender, or the execution of the contract, demand, take a promise for or accept, for himself/herself or third person, any material or immaterial benefit which he/she is not legally entitled to.

b) The Principal will, during the tender process, treat all Bidders with equity and reason. The Principal will, in particular, before and during the tender process, provide to all Bidders the same information and will not provide to any Bidder confidential /


additional information through which the Bidder could obtain an advantage in relation to the tender process or the contract execution.

2. If the Principal obtains information on the conduct of any of its employees which is a

criminal offence under the relevant Anti‐Corruption Laws of India, or if there be a substantive suspicion in this regard, the Principal will inform its Vigilance Office and in addition can initiate disciplinary actions.

Section 2 ‐Commitments of the Bidder / Contractor/Supplier

1. The Bidder / Contractor/Supplier commits itself to take all measures necessary to

prevent corruption. He commits himself to observe the following principles during his participation in the tender process and during the contract execution.

a) The Bidder / Contractor/Supplier will not, directly or through any other person or firm, offer, promise or give to any of the Principal's employees involved in the tender process or the execution of the contract or to any third person, any material or immaterial benefit which he/she is not legally entitled to, in order to obtain in exchange, any advantage of any kind whatsoever during the tender process or during the execution of the contract.

b) The Bidder / Contractor/Supplier will not enter with other Bidders into any undisclosed agreement or understanding, whether formal or informal. This applies in particular to prices, specifications, certifications, subsidiary contracts, submission or non‐submission of bids or any other actions to restrict competitiveness or to introduce cartelization in the bidding process.

c) The Bidder / Contractor/Supplier will not commit any offence under the relevant Anti‐Corruption Laws of India; further the Bidder / Contractor/Supplier will not use improperly, for purposes of competition or personal gain, or pass on to others, any information or document provided by the Principal as part of the business relationship, regarding plans, technical proposals and business details, including information contained or transmitted electronically.

d) The Bidder / Contractor/Supplier will, when presenting his bid, disclose any and all payments he has made, is committed to, or intends to make to agents, brokers or any other intermediaries in connection with the award of the contract.

2. The Bidder / Contractor/Supplier will not instigate third persons to commit offences outlined above or be an accessory to such offences.


Section 3 ‐ Disqualification from tender process and exclusion from future contracts

If the Bidder, before contract award, has committed a transgression through a violation of Section 2 or in any other form such as to put his reliability or credibility as Bidder into question, the Principal is entitled to disqualify the Bidder from the tender process or to terminate the contract, if already signed, for such reason. 1. If the Bidder/Contractor/Supplier has committed a transgression through a violation of

Section 2 such as to put his reliability or credibility into question, the Principal is also entitled to exclude the Bidder / Contractor/Supplier from future contract award processes. The imposition and duration of the exclusion will be determined by the severity of the transgression. The severity will be determined by the circumstances of the case, in particular the number of transgressions, the position of the transgressors within the company hierarchy of the Bidder and the amount of the damage. The exclusion will be imposed for a minimum of 6 months and maximum of 3 years.

2. A transgression is considered to have occurred if the Principal after due consideration of the available evidences, concludes that no reasonable doubt is possible.

3. The Bidder accepts and undertakes to respect and uphold the Principal's absolute right to

resort to and impose such exclusion and further accepts and undertakes not to challenge or question such exclusion on any ground, including the lack of any hearing before the decision to resort to such exclusion is taken. This undertaking is given freely and after obtaining independent legal advice.

4. If the Bidder / Contractor/Supplier can prove that he has restored / recouped the damage caused by him and has installed a suitable corruption prevention system, the Principal may revoke the exclusion prematurely.

Section 4 ‐Compensation for Damages

1. If the Principal has disqualified the Bidder from the tender process prior to the award according to Section 3, the Principal is entitled to demand and recover from the Bidder liquidated damages equivalent to Earnest Money Deposit/Bid Security.

2. If the Principal has terminated the contract according to Section 3, or if the Principal is entitled to terminate the contract according to Section 3, the Principal shall be entitled to demand and recover from the Contractor/Supplier liquidated damages equivalent to Security Deposit / Performance Bank Guarantee.

3. The Bidder agrees and undertakes to pay the said amounts without protest or demur subject only to condition that if the Bidder / Contractor/Supplier can prove and establish that the exclusion of the Bidder from the tender process or the termination of the contract


after the contract award has caused no damage or less damage than the amount of the liquidated damages, the Bidder / Contractor/Supplier shall compensate the Principal only to the extent of the damage in the amount proved.

Section 5 ‐Previous Transgression

1. The Bidder declares that no previous transgression occurred in the last 3 years with any

other Company in any country conforming to the TI approach or with any other Public Sector Enterprise in India that could justify his exclusion from the tender process.

2. If the Bidder makes incorrect statement on this subject, he can be disqualified from the tender process or the contract, if already awarded, can be terminated for such reason.

Section 6 ‐Equal treatment of all Bidders / Contractors /Suppliers/

Subcontractors 1. The Bidder/Contractor/Supplier undertakes to demand from all subcontractors a

commitment in conformity with this Integrity Pact, and to submit it to the Principal before contract signing.

2. The Principal will enter into agreements with identical conditions as this one with all Bidders, Contractors/Suppliers and Subcontractors.

3. The Principal will disqualify from the tender process all Bidders who do not sign this Pact or violate its provisions.

Section 7 – Punitive Action against violating Bidders / Contractors / Suppliers/Subcontractors

If the Principal obtains knowledge of conduct of a Bidder, Contractor, Supplier or Subcontractor, or of an employee or a representative or an associate of a Bidder, Contractor, Supplier or Subcontractor which constitutes corruption, or if the Principal has substantive suspicion in this regard, the Principal will inform the Vigilance Office.

Section 8 ‐ Independent External Monitors

1. The Principal has appointed competent and credible Independent External Monitors for this Pact. The task of the Monitor is to review independently and objectively, whether and to what extent the parties comply with the obligations under this agreement.

2. The Monitor is not subject to instructions by the representatives of the parties and

performs his functions neutrally and independently. He reports to the Chairperson of the Board of the Principal.

3. The Bidder/Contractor/Supplier accepts that the Monitor has the right to access without

restriction to all Project documentation of the Principal including that provided by the Bidder/Contractor/Supplier. The Bidder/Contractor/Supplier will also grant the Monitor,


upon his request and demonstration of a valid interest, unrestricted and unconditional access to this project documentation. The same is applicable to Subcontractors. The Monitor is under contractual obligation to treat the information and documents of the Bidder/Contractor/Supplier/ Subcontractor with confidentially.

4. The Principal will provide to the Monitor sufficient information about all meetings among

the parties related to the Project provided such meetings could have an impact on the contractual relations between the Principal and the Bidder/Contractor/Supplier. The parties offer to the Monitor the option to participate in such meetings.

5. As soon as the Monitor notices, or believes to notice, a violation of this agreement, he will

so inform the Management of the Principal and request the Management to discontinue or heal the violation, or to take other relevant action. The Monitor can in this regard submit non‐binding recommendation. Beyond this, the Monitor has no right to demand from the parties that they act in a specific manner, refrain from action or tolerate action. However, the Independent External Monitor shall give an opportunity to the Bidder/Contractor/Supplier to present its case before making its recommendations to the Principal.

6. The Monitor will submit a written report to the Chairperson of the Board of the Principal

within 8 to 10 weeks from the date of reference or intimation to him by the 'Principal' and, should the occasion arise, submit proposals for correcting problematic situations.

7. If the Monitor has reported to the Chairperson of the Board a substantiated suspicion of an

offence under relevant Anti‐Corruption Laws of India, and the Chairperson has not, within reasonable time, taken visible action to proceed against such offence or reported it to the Vigilance Office, the Monitor may also transmit this information directly to the Central Vigilance Commissioner, Government of India.

8. The word 'Monitor' would include both singular and plural.

Section 9 ‐ Pact Duration This Pact begins when both parties have legally signed it. It expires for the Contractor/Supplier 12 months after the last payment under the respective contract, and for all other Bidders 6 months after the contract has been awarded. If any claim is made / lodged during this time, the same shall be binding and continue to be valid despite the lapse of this pact as specified above, unless it is discharged / determined by Chairperson of the Principal.


Section 10 ‐Other provisions

1. This agreement is subject to Indian Law. Place of performance and jurisdiction is the Registered Office of the Principal, i.e. Mumbai. The Arbitration clause provided in the main tender document / contract shall not be applicable for any issue / dispute arising under Integrity Pact.

2. Changes and supplements as well as termination notices need to be made in writing. Side

agreements have not been made. 3. If the Bidder/Contractor/Supplier is a partnership or a consortium, this agreement must be

signed by all partners or consortium members. 4. Should one or several provisions of this agreement turn out to be invalid, the remainder of

this agreement remains valid. In this case, the parties will strive to come to an agreement to their original intentions.

……………………… …………………………… For the Principal For the Bidder/Contractor/

Supplier Place ……………… Witness 1 : ………………

(Signature/Name/Address) Date ………………. Witness 2 : ………………

(Signature/Name/Address)


11. Annexure – 2

Non Disclosure Agreement This Agreement is made as of the ‐‐‐‐‐‐‐‐‐‐‐‐‐ 2008 between BHARAT PETROLEUM CORPORATION LTD. (BPCL) a Government of India Enterprise, having its registered office and Corporate office at Bharat Bhavan , 4&6 , Currimbhoy Road , Ballard Estate , Mumbai ‐400001 hereinafter referred as First Part which expression shall unless repugnant to the subject or the context mean and included its successors, nominees or assigns and M/s ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ ‐‐‐‐‐‐‐‐ ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ a company incorporated under the Indian Companies Act, 1956, and having its registered office at ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ herein after called “‐Second Part ” which expression shall unless repugnant to the subject or the context mean and include its successors, nominees or assigns. Whereas in order to pursue the business purpose of this particular project as specified in Annexure A (the “Business Purpose”), M/s‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ recognize that there is a need to disclose certain information, as defined in para 1 below, to be used only for the Business Purpose and to protect such confidential information from unauthorized use and disclosure. In consideration of First Part’s disclosure of such information, Second Part agrees as follows:

1. This Agreement will apply to all confidential and proprietary information disclosed by First part to Second part, including information which the disclosing party identifies in writing or otherwise as Confidential before or within thirty days after disclosure to the receiving party (“Confidential Information”).

Confidential Information consists of certain specifications, designs, plans, drawings, software, prototypes and/or technical information, and all copies and derivatives containing such Information, that may be disclosed to other part by first part for and during the Purpose, which disclosing party considers proprietary or confidential (“Information”). Confidential Information may be in any form or medium, tangible or intangible, and may be communicated/disclosed in writing, orally, or through visual observation or by any other means by other part (hereinafter referred to as the receiving party) by the First Part (hereinafter referred to as one disclosing party). Information shall be subject to this Agreement, if it is in tangible form, only if clearly marked as proprietary or confidential as the case may be, when disclosed to the receiving party or, if not in tangible form, its proprietary nature must first be announced, and it must be reduced to writing and furnished to the receiving party within thirty (30) days of the initial disclosure.


2. M/s ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ i.e. Second Part ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐hereby agreed that during the Confidentiality Period:

a) The receiving party shall use Information only for the Purpose, shall hold Information in confidence using the same degree of care as it normally exercises to protect its own proprietary information, but not less than reasonable care, taking into account the nature of the Information, and shall grant access to Information only to its employees who have a need to know, but only to the extent necessary to carry out the business purpose of this project as defined in exhibit A, shall cause its employees to comply with the provisions of this Agreement applicable to the receiving party, shall reproduce Information only to the extent essential to fulfilling the Purpose, and shall prevent disclosure of Information to third parties. The receiving party may, however, disclose the Information to its consultants and contractors with a need to know; provided that by doing so, the receiving party agrees to bind those consultants and contractors to terms at least as restrictive as those stated herein, advise them of their obligations, and indemnify the disclosing party for any breach of those obligations.

b) Upon the disclosing party's request, the receiving party shall either return to the disclosing party all Information or shall certify to the disclosing party that all media containing Information have been destroyed.

3. The foregoing restrictions on each party's use or disclosure of Information shall not

apply to Information that the receiving party can demonstrate:

a) Was independently developed by or for the receiving party without reference to the Information, or was received without restrictions; or

b) Has become generally available to the public without breach of confidentiality obligations of the receiving party. The information shall not be deemed to be available to the general public merely because it is embraced by more general information in the prior possession of Recipient or of others, or merely because it is expressed in public literature in general terms not specifically in accordance with the Confidential Information; or

c) Was in the receiving party's possession without restriction or was known by the receiving party without restriction at the time of disclosure and receiving party declare of possession of such confidential information within a day upon such disclosure by disclosing party ; or

d) Pursuant to a court order or is otherwise required by law to be disclosed', provided that Recipient has notified the disclosing party immediately upon learning of the possibility of any such court order or legal requirement and has given the disclosing party a reasonable opportunity and co‐operate with disclosing party to contest or limit the scope of such required disclosure including application for a protective order.


e) Is disclosed with the prior consent of the disclosing party; or

f) The receiving party obtains or has available from a source other than the disclosing party without breach by the receiving party or such source of any obligation of confidentiality or non‐use towards the disclosing party.

4. Receiving 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 and 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. Receiving party agrees to comply with any and all terms and conditions the disclosing party may impose upon any such approved removal, such as conditions that the removed Confidential Information and all copies must be returned by a certain date, and that no copies are to be made off of the premises.

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. Receiving party recognizes and agrees that all of the disclosing party’s Confidential

Information is owned solely by the disclosing party (or its licensors) and that the unauthorized disclosure or use of such Confidential Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, receiving 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.

7. As between the parties, all Information shall remain the property of the disclosing party.

By disclosing Information or executing this Agreement, the disclosing party does not grant any license, explicitly or implicitly, under any trademark, patent, copyright, mask work protection right, trade secret or any other intellectual property right. The disclosing party disclaims all warranties regarding the information, including all warranties with respect to infringement of intellectual property rights and all warranties as to the accuracy or utility of such information. Execution of this Agreement and the disclosure of Information pursuant to this agreement does not constitute or imply any commitment, promise, or inducement by disclosing party to make any purchase or sale, or to enter into any additional agreement of any kind.

8. Disclosing party’s failure to enforce any provision, right or remedy under this agreement

shall not constitute a waiver of such provision, right or remedy.


This Agreement will be construed in, interpreted and applied in accordance with the laws of India.

9. This Agreement and Exhibit A attached hereto constitutes the entire agreement of the parties with respect to the parties' respective obligations in connection with Information disclosed hereunder and supersedes all prior oral and written agreements and discussions with respect thereto. The parties can amend or modify this Agreement only by a writing duly executed by their respective authorized representatives. Neither party shall assign this Agreement without first securing the other party's written consent.

10. This Agreement will remain in effect for three years from the date of the last disclosure

of Confidential Information, at which time it will terminate, unless extended by the disclosing party in writing.

11. With regard to the confidential information of M/s disclosed to BPCL, BPCL agrees

to comply with all the obligations of receiving party mentioned in this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers or representatives. M/S ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ BHARAT PETROLEUM CORPORATION LIMITED Signature: _____________ Signature: ____________ Printed Name: _________ Printed Name: ___________ Designation: ________________ Designation: ________________________


Exhibit A 1. Business Purpose: ……………………………………………………………

……………………………………………………………………………………. 2. Confidential Information of M/s ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐

All communication/ information submitted to the BPCL relating to the proposal of M/s _______________ for the purpose of procurement and subsequent integration with existing infrastructure of BPCL, marked as confidential.

3. Confidential Information of BPCL:

a) All details relating to architecture and other Network infrastructure details of BPCL etc. b) All information shared in oral or in written form by BPCL with M/s‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐

‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐. c) Any information desired by M/s ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ shall be justified for. d) Information downloaded or taken in physical form shall be returned/ destroyed after

use and not copied. e) Draft Technical specifications for the various projects and Tender documents for the

same. BPCL: ___________________ M/s‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ Signed Signed


12. Annexure ‐ 3 BANK GUARANTEE

M/S: Bharat Petroleum Corporation Ltd. Bharat Bhavan, 4 & 6, Currimbhoy Road, Ballard Estate, P.B.NO.688, Mumbai – 400001. Subject :. THIS DEED OF GUARANTEE made at ______________this _____ day of _________, Year ________ by M/S. ________________________having its registered office at ____________________________________________________ (hereinafter Called “vendor” which expression shall, unless repugnant to the context or meaning include its successors and assigns) in favor of Bharat Petroleum Corporation Ltd. Bharat Bhavan, 4 & 6, Currimbhoy Road, Ballard Estate, P.B.NO.688, Mumbai – 400001. (Hereinafter called “the purchaser” which expression shall, unless repugnant to the context or meaning, include its successors & assigns). M/S. ______________________ , having its registered office at ___________________________________ (hereinafter Called “vendor” which expression shall, unless repugnant to the context or meaning include its successors and assigns) which is the bank has accepted the Purchase Order no. ___________ DT. ____________ from the Purchaser whereby the vendor has agreed to supply and install ____________________________________ more particularly described in Purchase Order on terms and conditions therein contained, the purchase Order is here in after referred to as (“the said order”.) 1. It is one of the terms of the of the said conditions that upon successful completion of acceptance test & issue of certificate from the purchase for the above said supplies each such Computer Equipment in accordance with the provision of clause 1 of the said order, the purchaser shall pay the Rs. __________‐(Rupees _________________________________________________) in respect of the supplies & installation to the vendor subject to vendor furnishing a Bank Guarantee for performance in favor of the Purchaser thereby guaranteeing the satisfactory execution of the said order and performance of the respective equipment as laid down in the said order and in the event of the failure on the part of the vendor to satisfactory execute the terms of the said order and ensure satisfactory working of the respective equipment guaranteeing the payment by the bank for the value equivalent to 10% of the total price Rs._____________ I’e Rs.___________(Rupees ______________________________) valid for the period up to _________________ from the date of such guarantee. 2. The Vendor has carried out the Acceptance test in respect of the equipment which is hereinafter referred to as “the Said equipment” installed by the Vendor at site of the Purchaser.


3. The bank has at the request of the Vendor agreed to given in favor of Purchaser performance guarantee as above & has requested the purchaser to pay the vendor balance of Rs.__________(Rupees ____________________________________)for the said equipment in terms of the said agreement . 4. The Purchaser has accordingly agreed to pay to the vendor a sum of Rs. _______________‐(Rupees _____________________________________________________) being 10% of the balance total price in respect of the said equipment. NOW THEREFORE THIS DEED GUARANTEE WITNESS THAT 1. IN CONSIDERATATION of the Purchaser at the request of the Vendor having agreed to pay to the Vendor Said Sum of Rs.______________/‐(Rupees _______________________________________) being 10% of the balance total price in respect of the said equipment. We the Bank, hereby unconditionally & irrevocably guarantee & undertake that the Vendor shall satisfactorily execute the terms of the said order & ensure satisfactory performance of the equipment supplied for a period up to _____________ from the date of formal acceptance by the Purchaser of the equipment we the State Bank of India, having its Branch office at _______________________________________ (hereinafter referred to as the Guarantor) Shall on demand (s) from the purchaser without protest or demur or without reference to the Vendor & notwithstanding pay to the purchaser forthwith the sum of Rs.____________(Rupees _____________________________________________ only). 2. WE The STATE BANK OF INDIA, HEREBY FURTHER AGREE & DECLARE THAT

a) Any neglect or forbearance on the purchaser to the Vendor or any indulgence of any kind show by the Purchaser or any change in the terms and conditions mutually agrees between the vendor & the purchaser shall not in any way release or discharge the Bank from its liabilities.

b) The guarantee herein contained shall be distinct & independent and shall be enforced against the bank notwithstanding any other guarantee or security now or hereinafter held by the purchaser at its discretion shall at the time when this guarantee is invoked be outstanding or not enforced.

c) The Guarantee shall not effected by any infirmity or absence or irregularity in the exercise of the guaranteeing powers by or on behalf of our Bank or by merger or amalgamation any change in the constitution or name of the bank .

3. WE THE STATE BANK OF INDIA, HEREBY ALSO FURTHER AGREE AND DECLARE THAT, Though as between the vendor & the bank, the bank is surely only, the bank agrees that as between the Purchaser & the Bank is principle debtor to the purchaser. This guarantee is a continuing guarantee during the validity period up to _____________ and unless demand or claims from time to time within the amount guaranteed are made on or before ____________, all the rights


of the Purchaser hereunder shall be relieved & the bank shall be discharged of all its liabilities hereunder. This guarantee shall not be affected by any change in the constitution of the vendor or the purchaser & shall be discharged only on the purchaser being satisfied about the performance by the said equipment by fulfilling the criterion as to the uptime performance of the said equipment as laid down in the said agreement or by payment by the Bank the sum guaranteed hereunder to the purchaser as the case may be. In the event of the vendor being wound up the purchaser will be entitled to prove against the properties of the vendor in respect of the vendors whole indebtedness to the Purchaser without any right on the part of the bank to stand in the purchaser`s place in respect of or to claim the benefits of any compensation for payment or for any security held by the purchaser until the purchaser has received the full amount under this Bank Guarantee against the Vendor This guarantee shall be in addition to & not in substitution for any other guarantee or security by the Vendor given or to be given to Purchaser in respect of the said consignment. 4.Any notice / communication from the purchaser to the effect that there has been failure of the equipment to perform & satisfy the criterion as to the uptime performance of the said equipment laid down in the said agreement shall be conclusive ,final & binding on the bank. Any notice / communication by the way of request and demand or otherwise hereunder may be sent by post or any other mode of communication to the bank addressed as aforesaid and if sent by post it shall be deemed to have been given at the time when given by post it shall be sufficient to prove that envelope containing the notice was posted and certificate signed by any Officer of Purchaser that the envelop was posted and Certificate signed by an Officer of Purchaser that the envelope was so posted shall be conclusive. Notwithstanding anything contained herein 1. Our liability under this bank shall not exceed Rs._____________(Rupees only) 2. This bank Guarantee shall be valid up to ______________ and including and ceases to be effect in all respect whether or not original bank guarantee is returned to us and: 3. We are liable to pay the guaranteed amount or any part thereof under this bank Guarantee only & only if you serve upon us a written claim or demand on or before ______________. Notwithstanding anything contained hereinabove, our liability under this guarantee is restricted to Rs._____________(Rupees ________________________________________________ only) and we shall be released and discharged from all liabilities hereunder unless a written claim for the original guarantee is returned to us. The Confirmation of this guarantee is available our controlling office as mentioned below. The beneficiary may at this own interest may confirm the guarantee, by sending a certified copy of this guarantee.


Bank Name., Branch Date: Place:


13. Annexure – 4

AGREEMENT FOR MANPOWER DEPLOYMENT MANAGEMENT

This Agreement for Deployment of Manpower (“Agreement”) made on this _____ day of __________ 2014

BETWEEN M/s. Bharat Petroleum Corporation Limited, a company registered and having its registered office at Bharat Bhavan, 4 & 6, Currimbhoy Road, Ballard Estate, Mumbai 400001 and hereafter referred to as “BPCL” which expression shall mean to include its divisions, affiliates, associate companies, successors and assigns of the ONE PART;

AND ________________ Limited, a public company incorporated under the provisions of the Companies Act, 1956, and having its registered office at ______________________________, India, and hereinafter referred to as “________________”, which expression shall mean to include its divisions, affiliates, associate companies, successors and assigns of the OTHER PART: WHEREAS

A. ________________ is, in the business of providing Information technology and related services.

B. BPCL is, in the business of Oil refining, exploration and marketing

C. BPCL has floated RFQ to procure services of technical resources (developers/system

administrators). D. ________________ has agreed to provide manpower on Time & Material basis and

BPCL has agreed to engage ________________ for such Services on a non‐exclusive basis based on the terms and conditions hereinafter contained.

NOW THIS AGREEMENT WITNESSTH 1. Business Purpose and Scope of Service

1.1 ________________ shall provide technical resources as set out in Annexure – 4a.


2. Terms 2.1 This Agreement is deemed to have commenced from the _______________, 2014 and shall

be in force for a period of 3 years unless terminated in accordance with the provisions hereunder.

3. Definitions: 3.1 “Inventions”: shall include copyright material, notes, records, drawings, designs, inventions,

improvements, developments, discoveries and trade secrets created under this Agreement. 3.2 “Intellectual Property Rights”: shall mean patent rights, rights of priority, mask work rights,

copyrights, moral rights, trade secrets, know‐how and any other form of intellectual property rights, any other protected rights or assets and any licenses and permissions in connection therewith, trademarks, trade names, logos, service marks, designs and other designations of source, recognized in any country or jurisdiction of the world, and whether or not registered or able to be registered and for the full period thereof, and all extensions and renewals thereof, and all applications for registration in connection with the foregoing.

3.3 Disclosing Party means party disclosing information. 3.4 Receiving party mean party receiving information. 4. Consideration 4.1 In consideration for the Services rendered by ________________, BPCL shall pay to

________________ such sums for the term of this Agreement, as per Annexure – 4a attached herewith. The payment will be subject to withholding tax in accordance with the relevant tax provisions existing at the time of payment.

4.2 The fees referred in Annexure 4a is exclusive of taxes and duties, if any. 4.3 ________________ shall charge client on (1 man‐month = 22 work days) i.e. (Man

Month/22)*No. of days basis. ________________ will supply BPCL with ________________ timesheets indicating Man months worked by each ________________ resource.

4.4 Such payment shall be made on a monthly basis as mentioned in Annexure – 4a, on the

basis of an invoice raised by ________________ and shall be paid by BPCL within Thirty (30) days of receipt of a correct invoice.


5. Change in the Manpower. 5.1 Changes in personnel are to be notified in writing by either party within forty‐eight (48)

hours of such change. 5.2 Either party may request a change order (“Change Order”) in the event of a change in the

Manpower requirement during the agreement. The parties agree to negotiate in good faith all Change Order proposals.

6. Access to Computer Resources 6.1 It is expressly agreed that in order to perform the Services under this Agreement,

________________ and its personnel shall be granted access to computer resources of BPCL. In consideration of being entrusted with such access, ________________ and its personnel acknowledge and agree: (a) that it will not intentionally access any information, data or computer resources other

than the information that it has been specifically authorized to access or use any other computer resource other than that it has been specifically authorized to use by BPCL;

(b) that it, when working on to any computer system of BPCL, will use only the corporate

identity provided by BPCL; (c) that it will not allow any third party to access, either directly or indirectly, BPCL's

computer resources by the use of the corporate identity and password provided by BPCL or through any other methods;

(d) that it has the ultimate responsibility for the use and access to the computer resources

of BPCL; (e) that it will comply with BPCL's corporate policies and directives and other instructions

regarding the access to and use of BPCL’s computer resources. 7. Rights & Ownership 7.1 All Services rendered by ________________ under this Agreement, the process of

implementation of Services and the outcome of such Services including but not limited to written materials manifested in programs, documentation design, business methods, disks, and tapes shall belong to BPCL.

7.2 ________________ warrants that it will ensure that none of its personnel or agents brings

any third party confidential information or materials containing third party intellectual property rights to BPCL premises, unless ________________ is legally licensed to do so.


________________ further agrees that it will not use any proprietary property of ________________ or any third party in providing the Services, unless, agreed by BPCL in writing.

7.3 All the Intellectual Property Rights in any Inventions conceived, made or discovered by

________________ under this Agreement will be solely owned by BPCL. ________________ acknowledges that all Inventions are work made for hire and is the property of BPCL, including any copyrights, patents, or other Intellectual Property Rights pertaining thereto.

7.4 Each party owns, and will continue to own all rights, title and interests in and to any

inventions however embodied, know how, works in any media, software, information, trade secrets, materials, property or proprietary interest that it owned prior to this Agreement, or that it created or acquired independently of its obligations outside of this Agreement (collectively, “Preexisting Works”).

8. Confidential Information 8.1 Parties acknowledge that by virtue of this Agreement, Receiving party shall have access to

proprietary and Confidential Information of disclosing party. As used herein, the term “Confidential Information” means as used in this Agreement shall mean and include any and all technical and non technical information.

8.2 It shall not be treated as breach of confidentiality obligations if disclosure is required under the operation of any law in force, or requirement of a governmental agency or the order of a court, only to the extent that such disclosure is legally enforced. Provided, the receiving party shall promptly give a written notice to the disclosing party so that the disclosing party may seek an appropriate protective order.

8.4 ______________ acknowledges that the Confidential Information may include price

sensitive information and hence agrees that the price sensitive information shall not be used for trading on BPCL shares in any stock exchanges, either directly or indirectly, all in conformity with Indian law.

8.5 Receiving party agrees to: (a) preserve and protect the Confidential Information, at all

times, by using the same degree of care but no less than a reasonable degree of care as the receiving party uses to protect its own confidential information of like importance; (b) prevent the theft and/or the unauthorized copying, reproduction or distribution of the Confidential Information; (c) refrain from using the Confidential Information except as contemplated herein; and (d) not disclose the Confidential Information to any third party except to employees as is reasonably required under this Agreement (and only subject to binding use and disclosure restrictions at least as restrictive as those set forth herein executed in writing by such employees).


8.6 At all times during the performance of the Services, ________________ shall abide by all applicable BPCL’s security rules, policies, standards, guidelines and procedures. ________________ agrees that before any of its employees may be given access to the Confidential Information, each such employee shall agree, in writing, to be bound by the term of this Agreement and such rules, policies, standards, guidelines and procedures, however, no personally indemnities may be given by such employees.

8.7 The parties hereto agree not to disclose, without the other party’s prior written consent, to

any third party and to keep confidential, the terms and conditions of this Agreement, any amendment hereof, and any exhibit, attachment or appendix hereof. Parties may, without prior written consent, disclose the existence and/or terms of this Agreement to its legal and financial advisors.

8.8 The receiving party agrees not to, in whole or in part, sell, lease, license, assign, transfer or

disclose the Confidential Information to any third party and shall not copy, reproduce or distribute the Confidential Information except as required to render Services under this Agreement.

8.9 The obligations of confidentiality under this section shall survive termination or expiration

of this Agreement for a period of five (5) years.

8.10 The receiving party shall promptly within five (5) days, return or destroy, in accordance

with the disclosing party’s direction, all Confidential Information with all copies thereof upon completion of Services; or upon termination or expiration of the Agreement; or upon request by the disclosing party. In the case of destruction, the receiving party shall certify destruction of the same, within five (5) days from the date of destruction of the Confidential Information.

8.11 The receiving party acknowledges that the disclosing party shall have the right to take all

reasonable steps to protect its Confidential Information including, but not limited to, injunctive relief and any other remedies as may be available at law or in equity in the event the receiving party does not fulfill its obligations under this Section 8.

8.12 The receiving party agrees to fully compensate the disclosing party for any damage and

expense the disclosing party incurs directly or indirectly due to the breach of this clause by the receiving party or any of its employees/ authorized personnel.

9. Personnel

9.1 For the purposes of fulfilling its obligations under this Agreement ________________ shall

be entitled to assign individuals to be stationed at the premises of BPCL. ________________ shall not reassign the individuals that have been assigned to BPCL under this Agreement


during the term of this Agreement except for termination or resignation of services of such individual or such other unavoidable reasons. ________________ shall be responsible to ensure that the individuals assigned to participate in the performance of the Services abide by the provisions of this Agreement.

9.2 Neither ________________ nor any employee of ________________ or any individual

assigned by ________________ shall be or shall be deemed to be an employee of BPCL for any purpose whatsoever. In conformance with and without limitation on any application of the foregoing statement, ________________ shall be solely responsible for payment of compensation and any other costs attendant to employment of ________________ employees, including any amounts that may be due as prevailing wages under applicable law to ________________ employees assigned to perform Services.

9.3 For security reasons, individuals assigned by ________________ to perform the Services at

BPCL’s premises shall comply with the rules, regulations and instructions of BPCL without any demur. Such individuals shall carry and display at all times appropriate identification.

9.4 The employees of ________________, rendering Services, shall regularly communicate

with, and obtain guidance from such persons as may be indicated by BPCL from time to time, on all matters arising from or relating to this Agreement;

9.5 The personnel deputed by ________________ for Services shall, promptly comply with such

instructions as may be issued from time to time by BPCL in connection with the performance of the Services;

9.6 For the avoidance of doubt, the term “employee” used in this Agreement, shall mean the

employees of _______________ and not any contract employees or agents/partners.

9.7 Parties agree that during the term of this Agreement and for a period of one year

thereafter, parties will not directly or indirectly, recruit, hire, employ, engage, or discuss employment with other parties’ employees who are directly engaged in rendering Services under this Agreement without the prior written consent of such party.

10. Representations and Warranties

10.1 ________________ represents and warrants that its personnel shall:

be present at BPCL premises only for the Services and follow all the instructions provided by BPCL;


act diligently, professionally and shall maintain the decorum and environment of BPCL;

not take or use any drug unless prescribed by a medical practitioner except for over

the counter drugs;

comply with all occupational, health or safety policies of BPCL including but not limited to those relating to a smoke‐free environment;

not commit any criminal offence or otherwise breach any law or regulation that

could adversely affect the interests of BPCL; 10.2 Each party represents and warrants that it has all requisite power and authorization to

enter into and perform this Agreement and that nothing contained herein or required in the performance hereof conflict or will conflict with or give rise to a breach or default under, or permit any person or entity to terminate, any contract or instrument to which the party is bound.

10.3 Parties hereby agrees to indemnify and hold other Party harmless, at all times,

(including but not limited to reasonable attorney fees and costs of investigation and defense) resulting from: (i) any bodily injury,; (ii) any injury or destruction to tangible or intangible property (including computer programs, software and data) or any loss of use resulting therefrom; (iii) any act or omission constituting negligence or wilful misconduct or breach of fiduciary duty.

10.4 The party being indemnified shall endeavor to provide prompt notice of the assertion of

the Claim thereof and afford the other party the opportunity to assume control of the defense and/or settlement thereof.

10.5 BPCL warrants that the input (product/services) provided will not infringe upon any

third party intellectual property rights, including copyright, patents and other intellectual property rights of any nature whatsoever.

11. Limitation of Liability

11.1 Except for liabilities arising on account of breach of the confidentiality obligations under

Section 8, any third party intellectual property rights infringement claims arising out of acts or omissions of defaulting party and any personal injury including death and any damage to property, as to which there shall be no limit. ________________’s liability under this Agreement will be limited to actual direct damages to the extent caused solely by the acts or omissions of ________________ subject to a maximum liability of the amounts paid by BPCL, under this Agreement.


11.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE CONTAINED IN THIS AGREEMENT BETWEEN THE PARTIES, NEITHER PARTY SHALL, IN ANY EVENT, REGARDLESS OF THE FORM OF CLAIMS, BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, SPECULATIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, AND LOSS OF INCOME OR PROFITS, IRRESPECTIVE OF WHETHER IT HAD AN ADVANCE NOTICE OF THE POSSIBILITY OF ANY SUCH DAMAGES; OR (2) DAMAGES RELATING TO ANY CLAIM THAT AROSE MORE THAN ONE YEAR BEFORE INSTITUTION OF ADVERSARIAL PROCEEDINGS THEREON.

12. Termination

12.1 Either party, forthwith, on the happening of the following events may terminate this

Agreement –

a. A party is declared bankrupt, or insolvent by a court of competent jurisdiction, or a

party initiates a proceeding for its reorganization, receivership, insolvency or other similar proceedings; or

b. A breach of the obligations hereunder and such breach is not corrected within 30

(Thirty) days of the notice intimating such breach. 12.2 BPCL shall have the right to exit the contract at the end of every year with a prior notice

of 60 days, with a due reasoning of such exit. 12.3 On the termination, Parties shall surrender all the Confidential Information, data and

material, including copies thereof in any form/medium, then belonging to other party which are under its control and/or possession.

12.4 On the termination of this Agreement, ________________ shall be entitled to all sums

that are due for Services rendered prior to the date of termination.

13. Force Majeure

13.1Neither party shall be liable for any loss, damage, injury or delay due to any cause beyond

its control including (without prejudice to the generality of the foregoing expression) Acts of God, Acts of the state, strikes, lockouts, fire, lightning, air, accidents, explosions, riots, civil commotion, Acts of War, malicious mischief or theft by third parties.

13.2Any failure or delay by a party in performance of its obligations under this Agreement

owing to one or more of the foregoing causes shall not be considered a breach of this Agreement, provided upon the occurrence of any of the foregoing events, the party affected shall promptly notify the other party and provide relevant proof thereof.


14. Relationship of Parties

It is clearly understood that the relationship of the parties is that of independent contractors. Neither party shall be deemed to be legal representative or agent of the other. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever.

15. Jurisdiction

This Agreement shall be governed by the laws of India. This Agreement shall be subject to the jurisdiction of the Courts in Mumbai.

16. Arbitration

Any difference or dispute or claim arising out of this Agreement shall be referred to senior management of the parties for resolution. If resolution is not possible then such dispute shall be referred to binding arbitration under the Indian Arbitration and Conciliation Act, 1996. The award given by arbitrators shall be final and binding on the parties. Arbitration shall be carried out at Mumbai, in English.

17. General

17.1 Amendments ‐ Any amendments or modifications to this Agreement shall be valid and

binding on the parties only if made in writing and signed on behalf of both the parties, by their respective authorized signatories.

17.2Survival – Rights and obligations which have accrued at the time of termination or expiry of

this Agreement shall survive even after the termination or expiry of this Agreement and any provisions hereof which, by their nature are intended to survive this Agreement, will so survive.

17.3Notices – Any notice or communication required to be given under this Agreement shall be

in writing at the addresses shown below by one of the following methods: hand delivery; prepaid registered mail; nationally‐recognized private express courier; cable, telegram or facsimile. Notices will be deemed given on the date when hand delivered or transmitted by facsimile, five (5) working days after being sent by express mail or nationally‐recognized private express courier, and fifteen (15) working days after being sent by registered or certified mail.

If to BPCL –

Bharat Petroleum Corporation Limited


IIS Department,

Bharat Bhavan II, 4&6 Currimbhoy Road,

Ballard Estate, Mumbai,INDIA ‐ 400001

Attention:

If to ________________

__________________________________________________________________

18.4Entire Agreement ‐This Agreement, together with the Annexures hereto, constitutes the entire Agreement between the parties with respect to the subject matter hereof and no subsequent alterations, amendments, changes or additions hereto shall be binding and valid unless agreed to in writing and signed by each party.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their respective authorized representatives.

ACCEPTED AND AGREED TO:

For ________________ For BPCL


Annexure – 4a Statement of Work/Work Order

This Statement of Work (“SOW”) dated __________________, 2014 is entered into pursuant to that certain Master Services Agreement executed by ________________ Limited (“________________”) and Bharat Petroleum Corporation Limited (“BPCL”) effective as of ______________________, 2014.

The list of the resources requirement is as follows:

________________ shall provide the required resources (man power) to BPCL and BPCL shall take the complete ownership of managing the project and meeting the SLA requirements. ________________’s scope will be limited to providing the quality skilled resources. BPCL shall have telephonic/face‐to‐face interview/conduct test with the candidates as part of resource selection process.

Approximate requirement for a period of three year is given below:

Sr. No. Description Quantity in Man Month

1 Developer in SAP Netweaver Environment (ABAP/ABAP Web Dynpro/Java Dynpro) 360

2 System Administrators (SAP Basis/PI/BI/Oracle) 75

Place / site: Majority of technical resources will be required at ERP Competency Centre, Sewree East, Mumbai. A few resources (mainly System Administrators & DB Administrators) may be required at our Disaster Recovery center at Greater Noida.

Under this agreement, __________________ agrees to deploy resources with the following skill sets, roles and responsibilities.

Skill Sets, Roles & Responsibilities

Qualification

The resource should possess qualification such as B.E/B. Tech/MCA in Computer Science, Computer Engineering or Information Technology.

Experience

Should have minimum of 3 years of experience in SAP domain as described below:


Sr. No. Category Domain

1. Developer in SAP Netweaver environment

Should have worked as a developer in ABAP or Web Dynpro or Java Dynpro for a period of not less than 3 years

2. System Administrator SAP Basis/BI/PI/Oracle

Should have 3 years of experience in SAP Basis covering all aspects such as Application installation, upgrade, configuration, EWA monitoring, trouble shooting or BI/PI/Oracle

Mandatory Skill‐sets Skill‐sets or Developers a) Should possess excellent programming skills in one or more of the above environments b) Should be able to effectively debug programs, identify bug fixes / performance bottlenecks

and improvements. c) Should be able to prepare detailed technical document as per template provided by BPCL. d) Should have worked in medium and large scale projects

Skill‐sets for System Administrators a) Should have handled support pack upgrade in Java and ABAP systems b) Proficiency in troubleshooting of SAP ECC and other SAP systems such as BI/PI c) Proficient in handling of AS JAVA and AS ABAP d) Knowledge of Oracle database and sys admin operation e) Should have worked in UNIX and Linux OS environment. f) Should possess good communication skills. g) Monitoring data loading and taking corrective action for BI h) Creation of data sources/enhancement of data sources (BI) i) Development of variable exits/routines (BI) j) Maintenance of various data target k) Development of various BI objects as per requirements l) Worked on minimum two lifecycle projects covering A2A and B2B scenarios. m) In depth knowledge of the adapters like RFC, IDOC, HTTP, JDBC, SOAP, EMAIL, FILE etc.

Knowledge of the Adapter specific attributes usage. n) Knowledge of Advance Adapter Engine. o) In depth knowledge of the security settings in PI likes SSL and digital certificates

configurations.


p) Knowledge of Web Services and Enterprise services, implemented at least few scenarios covering Web Services and Enterprise Services.

q) Should have developed at least 3‐4 BPMs having correlations etc. r) Expertises in Graphical mapping (including value mapping) and XSLT mappings. Ability to

work on complex mapping scenarios. s) Good knowledge on the monitoring tools of PI for the ABAP and JAVA stack. t) Working expertises of ALE settings. u) Knowledge of various cache handling

Roles and Responsibilities For Developers a) The resources will be required to work at BPCL, Mumbai. b) BPCL’s development requirement would vary during different phases; hence exact

requirement would vary from time to time. c) The Developers will understand the functional requirements and undertake application

development as per specifications given by BPCL project leader. They will adhere to standards laid down by BPCL for development, documentation, testing etc.

d) The developers will carry out coding in the platform identified and carry out unit testing, interact with BPCL team members for implementing and rolling out the solution.

e) Knowledge transfer to in‐house development team along with documentation. f) The source code developed by the developers will be the property of BPCL. g) Create and maintain proper technical documentation of all developments

For System Administrators a) Change Request Management (ChaRM) in SAP Solution Manager ‐ handling of day‐to‐day

operations such as role addition, transport of requests, etc. b) User ID & Password Management for ERP team across all ABAP systems. c) Downloading EWA report of productive systems, analysis and take up routine tasks such as

kernel/patch application, RTCCTOOL, across all SAP system landscapes, after approval. d) Providing Access Key for Notes application, Object modification e) Stop and Restart of SAP Systems when required to be done, after approval. f) User & Role Management of AS Java systems such as portal, etc. g) System Monitoring of all SAP system landscapes and proactive actions to be taken. h) Create/Change Roles and Authorizations for users and system user‐ids as per request, i) Preparing Authorization Trace for system user‐id as and when requested j) Participation and application of Support Pack in all SAP system landscapes. k) Web service/ Logical destination maintenance/ JCO maintenance


l) Monitoring Tablespace, extending tablespace / co‐ordinate with Data Centre team. m) Line Opener Program (LOP monitoring) n) User ID/Password updating for OSS access o) Import of Requests where ChaRM is not implemented, CRM/BI, etc. system landscapes p) Import of requests of Portal Objects, deployment of packages, SLD monitoring and business

system maintenance, etc. q) Spool management, deletion of spools, r) Background job monitoring and scheduling for archival runs, etc. s) Other tasks as and when requested, such as documentation, checks & balances review, etc.

Service Location Majority of the resources would be deployed in BPCL’s Office in Mumbai. A couple of resources (mainly System Administrators, OS & DB Administrators) may be required to work at BPCL’s Disaster Recovery center at Greater Noida. General Conditions

The resources deployed at BPCL should be permanent employees of ________________ and should have worked minimum 6 months with ______________ at the time of deployment.

a) A Man‐month is defined as 22 working days per month. The resources will be normally required to work from 9.00 AM to 5.30 PM for 5 days per week with 30 minutes lunch break. He/she may also be required to work beyond these working hours and also on Saturdays depending on the project requirement.

b) SAP Basis/BI/PI/Oracle administrators would normally work in two shifts viz. between 07:00 hrs to 15:30 hrs and 13:00 hrs to 21:30 hrs or 09:00 to 05:30 five days a week, i.e. Monday to Friday with 30 minutes lunch break. Proactive Maintenance (PM) of productive systems are generally carried out during off peak time i.e. Saturday/holiday nights. SAP Basis/BI/PI/Oracle administrators are expected to work during PM.

c) In case the performance of the resource is not in accordance with BPCL’s requirements, the _______________ shall immediately arrange a mutually accepted replacement within 15 days.

d) ____________________ agrees to provide category wise resources as indicated in the PO depending on the BPCL requirement.

e) As and when the requirements come up, ____________________ would be required to provide CVs of the resources for placement within 7 days of request and the deployment should be completed within 30 days from the date of request


Termination of Contract

a) BPCL may, without prejudice to any other remedy for breach of contract, by written notice of default, sent to the ____________________, terminate the Agreement for services in whole or in parts:

b) If the ____________________ fails to deliver either the whole or part of the services as defined in scope of work within the time period(s) specified in the agreement or any extension thereof granted by BPCL

c) If the ____________________, in the judgement of the BPCL, has engaged in fraudulent and corrupt practices or acted with mala fide intentions in competing for or in execution of the Contract.

d) For convenience the notice period shall be 30 days.

e) In the event BPCL terminates the Agreement in whole or in part, as per the above excluding for convenience period, BPCL may procure the services form anyone in such manner as it deems appropriate. It will be done at the risk and cost of the ____________________. However, the ____________________ shall continue performance of the Contract to the extent not terminated.

f) In case ____________________ is not able to fulfill the contractual commitments, then BPCL may decide to terminate the contract at its discretion and may not engage the ____________________ in future BPCL projects.

Code of Conduct to be followed while at BPCL premises

a) The resources deployed at BPCL should follow the normal code of conduct applicable to staff of BPCL. In addition to this, they should not be in possession of removable storage devices like pen drive, CD writer, floppy, etc. while at work in BPCL premises.

b) Use of internet access shall be provided for official purposes and not for personal use. If the resource is found not adhering to the code of conduct specified, he/she would be sent back and ___________________ to provide immediate replacement.


PAYMENT TERMS

a) Monthly on submission of bills with timesheet duly certified by BPCL. Payment will be made within 30 days from the date of receeipt and acceptance of the bills. Payment for part period assignment, if any, will be made on pro‐rata basis (1 man‐month = 22 work days) i.e. (Man Month rate/22)*No. of days.

b) Payment will be done by Electronic Fund Transfer based on submission of bills / invoices duly certified by BPCL. ____________________ needs to submit the Bank Mandate in prescribed format to BPCL along with PAN No details. While making payments, taxes as applicable will be deducted.

c) Please note that variation, if any, during the contract period in the rates for statutory

levies/taxes/duties will be allowed only on submission of documentary evidence from the Government/Statutory authorities and its acceptance by the BPCL.

d) The payments will be made on monthly basis towards the services rendered. The service

provider shall submit the invoice along with the time sheet duly authorized by the Team Lead and also by the Project Manager of BPCL on or before 10th of subsequent month. The payment will be made within 30 days from the receipt of the invoice. No advance payment will be made. Payment will be made on receipt of Bank Guarantee (BG) as per BG terms and conditions of the tender.

e) No other expenses (e.g. conveyance, accommodation etc.) will be paid by BPCL. f) Leave requests would have to be sanctioned by BPCL. However leave days will not be

charged to BPCL.

OTHER CONDITIONS Bank Guarantee

a) Within 30 days of the receipt of notification of award from the BPCL, the successful bidder shall furnish the performance security in form of a Bank Guarantee for an amount of 10% of the annual PO value and valid for the PO period.

b) The BG shall be denominated in Indian rupees and shall be a bank guarantee in favour of Bharat Petroleum Corporation Ltd. from a scheduled bank in India.

c) The proceeds of the BG shall be payable to BPCL as compensation for not meeting the contractual obligations by the bidder under this bid. BPCL shall as soon as practicably possible notify the bidder in writing of its invocation of its right to receive such compensation, indicating the reasons for which the bidder is in default.


d) Unless invoked pursuant to above conditions the BG shall be discharged by BPCL and returned to the bidder at the end of the PO period.

e) At no time during the pendency of the resultant agreement shall the bidder allow the BG to expire. Expiry during the term of the resultant agreement shall be a ground for termination of the Contract.

Liquidated Damages (LD)

For any delay in providing the quality resource(s) from the date of request (which meets our requirement) beyond agreed period of 30 days, there will be LD of 25% of the cost of the man month in the respective category charged to ____________ per week or part thereof, subject to maximum of one man month cost. For any delay beyond 8 weeks from the date of request and/or three repeated occurrences of the same, BPCL will have the option of terminating the contract after invoking Bank Guarantee.

Project Duration: Total duration of the project – 3 years Other Contractual Stipulations a) FORCE MAJEURE CLAUSE: The parties to this agreement cannot be responsible for any

failure of performance or delay in performance of their obligations there under if such failure or delay shall be the result of any Government Directive relevant to this agreement or due to war, hostilities, act of public enemy, riots or civil commotion’s, strikes, lock out, fire, floods, epidemics or act of God, arrests and restraints or rulers and people political or administrative acts of recognized or defacto Government Import or Export restrictions, compliance with any Government or local authority or any other cause or cause beyond the control of the parties hereto.

b) Risk Purchase: If the vendor fails to supply the required number of resources or the

performance of the resources is found to be unsatisfactory, BPCL will have the right to get the resources from elsewhere and extra cost incurred would be recovered from the successful bidder.

c) Intellectual Property Right (IPR)

All application design, architecture, development, program codes and documentation done by the resources (employees of the bidder) shall be intellectual property of BPCL and bidder shall not have any right to the same.


d) Arbitration clause

• In case of any dispute or differences arising under and out of, or in connection with the contract, shall be referred to the sole arbitration by an arbitrator appointed under the provision of Indian arbitration Act and conciliation Act 1996 and subject to jurisdiction of courts in Mumbai only.

• In case of any dispute in the interpretation of the terms and conditions of the tender, the decision of the Corporation shall be final and binding

Commercial Amount in INR

Sr. No. Description

Unit Qty

Unit Rate

Amount Taxes Total amount

(a) (b) C=(axb) (d) E=(c+d) First Year

1

Developer ‐ SAP Netweaver (ABAP/Web Dynpro/ Java Dynpro/PI)

Man Month 120


Man Month 25

Second Year

1

Developer ‐ SAP Netweaver Environment (ABAP/Web Dynpro/ Java Dynpro/PI)

Man Month 120


Man Month 25

Third Year

1

Developer ‐ SAP Netweaver Environment (ABAP/Web Dynpro/ Java Dynpro/PI)

Man Month 120


Man Month 25

Total The total contract value for a duration of 3 years shall not exceed Rs. ___________ (Rupees ______________________________________________________ only) (Exclusive of taxes) commencing from _______________.


14. Annexure – V

Bharat Petroleum Corporation Limited Third Party and Outsourcing Services Policy (BPCL – TPOSP)


Document Control S. No. Type of Information Document Data

1. Document Title Third Party and Outsourcing Services Policy (BPCL – TPOSP)

2. Document Code BPCL/TPOSP

3. Date of Release <10/JUL/2014>

4. Document Revision No Version 1.0

5. Document Owner A K Gidwani, CISO

6. Documents Author(s) V Natarajan

Asit K Sethi

7. BPCL Policy Reference

8. Policy Section Reference

Document Approvers

S. No. Approver Approved Through / Nominee(s) Nominee(s) Contact

1.

2.

3.

Document Change Approvals

Version No. Revision Date Nature of Change Date Approved


Introduction The security of the BPCL might be put at risk by access from users of third party or outsourcing agencies. A risk assessment should be carried out to determine the specific security requirements in such cases. A formal contract (SLA / NDA) with third parties or outsourcing agencies should also be established stating the necessary security conditions and service levels. All security requirements resulting from the risk assessment should form part of the contract. Responsibility Business Units / Functional Heads are responsible for enforcing the implementation of BPCL TPOSP within their Business Units/Functions. It is responsibility of every third party and their employees, who handle, process, manage and/or store information of BPCL to read, understand and adhere to the BPCL TPOSP Policy Statement and Objectives: Security of BPCL’s information assets used by the third party for providing services to BPCL is of paramount importance and Confidentiality, Integrity and Availability of these shall be maintained at all the times by the third party concerned through the controls commensurate with the classification of information asset. The objectives of BPCL Third Party and Outsourcing Services Policy is to ensure that a. A risk assessment is carried out to determine the security implications and control

requirements, where there is a requirement for third party access to critical or sensitive information systems.

b. Vendors, consultants, contractors and customers are subjected to the same access restrictions to which an internal user is subjected to.

c. A formal contract is be established prior to a third party being granted access to the BPCL information and data.

d. The risks posed to BPCL by outsourcing all or part of its operations will be addressed in a contract agreed between the parties.

e. Service level agreement, clearly defining service level criterion, will be entered into with third parties and outsourcing agencies, where applicable.

f. Implement and maintain appropriate level of information security and service delivery in line with the third party service delivery agreements.

g. The BPCL TPOSP is reviewed at regular intervals and appropriate amendments are done to the policy, as required, ensuring


Risk Assessment Requirements for Third Party Services A risk assessment will be carried out to identify any requirements for specific controls in case of any third party access to sensitive or critical information systems of BPCL. The risk assessment will take into account the type of access required and the value of information, controls employed by the third party and the implications of this access to the security of the BPCL. All security requirements identified from risk assessment will be reflected as security conditions in third party contract.

Access Control for third party service provider BPCL will subject vendors, consultants, contractors and customers to at least the same access restrictions to which an internal user would be subject. Further, the third party users will be restricted to the minimum information required to complete the contracted work. The vendors, consultants, contractors and customers will only be provided access to BPCL Information resources after authorization. All third party users accessing BPCL information and data, from within the premises or from external sites will be provided with a unique login‐id and password, to maintain accountability. The third party users will not connect to the local area network from their laptops or computers unless authorized. Third party laptops authorized to connect to the BPCL's network will be segregated from BPCL's local area network through the use of VLANs. Periodic and random reviews will be conducted to ensure that appropriate access restrictions are in place. Security Breaches ‐ Any employee who identifies a security violation by third party will immediately report the same to the Information Security Manager and Department Head. Security conditions in third party contracts Arrangements involving third party access will be based on a formal contract. The contract will have all the necessary security conditions and service levels to ensure compliance with the BPCL security policies and procedures. The following terms will be considered for inclusion in the contract:

• Controls to ensure the return or destruction of information and data at the end of, or at an

agreed point in time during the contract. • Restrictions on copying and disclosing information. • The respective liabilities of the parties to the agreement.


• Intellectual property rights (IPRs) and copyright assignment and protection of any collaborative work like development of software / application

• Access controls agreements covering permitted access methods, and the control and use of unique identifiers such as User Accounts and passwords

• Scanning of Network and unauthorized login / access attempts to BPCL Network and / or network devices.

• The right to audit contractual responsibilities • Involvement of the third party with subcontractors • The contract will be established before access to BPCL’s information and data is granted. • All third party users will read and sign a non‐disclosure agreement before access is granted

to the user. • All contractual agreements will be reviewed by the Legal department of the BPCL • In case of Annual Maintenance Contracts (AMC) of computer hardware / UPS / ACs with

third parties, preventive maintenance along with the frequency will form part of the contract.

• The Premises / IT department will ensure that the preventive maintenance is carried out by the third party as agreed in the Annual Maintenance Contract.

• The contract will include the agreement with vendors on escrow for software code Security conditions in Outsourcing Contracts The risks posed by outsourcing the management of all or part of the facilities or information systems; networks and/or desktop environments will be addressed in a contract agreed between the parties.

The contract will include the following, at a minimum:

• Physical and Logical access controls to limit the access to the BPCL’s business information. • Availability of services in event of disaster. • Arrangement will be in place to ensure that all parties involved in outsourcing are aware of

the security responsibilities and requirements. • The responsibilities and liabilities in the event of information security incident such as loss

of data.

All Outsourced Service Agreements involving information owned by the BPCL will need to be approved. Service level Agreements When building a relationship with a new vendor, the respective department shall define the SLA requirements which would be embedded in the contract to be signed. With respect to BPCL’s objectives and requirements, the SLA team will collect, analyze, and draw conclusions about issues that comprise the BPCL Infrastructure / Environment and BPCL’s


desired level of system availability and performance ‐ both from an IT perspective and from a functional standpoint.

Systems problem and downtime

The IT personnel will maintain a register for all hardware and software problems. This register will also state the manner in which the problems were resolved. IT will ensure that a system downtime log is maintained. Third party service delivery management Service Delivery Third parties shall ensure that security controls, service definitions and delivery levels included in the service delivery agreements are implemented, operated and maintained by third parties Respective business units shall ensure that service definitions, service delivery levels and security controls included in the third party service delivery agreements are implemented operated and maintained by the third parties Monitoring and Reviewing of third party services The services, reports and records provided by the third party should be regularly monitored and reviewed, and audits should be carried out by the business units. The review shall include:

• Monitoring service performance levels to check adherence to the agreements • Reviewing service reports produced by the third party and arrange regular progress

meetings required by the agreements • Resolve and manage any identified problems Managing changes to Third party services Changes to the provision of services, including maintaining and improving existing information security policies, procedures and controls, should be managed, taking account of the criticality of business systems and processes involved and re‐assessment of risks.

The changes to be considered include

• Changes requested by the BPCL such as enhancements to the current services offered,

development of any new applications and systems etc. • Changes in third party services such as change of vendors, use of new technologies etc.


Declaration I_____________ on behalf of M/s _____________ have read, understand and ensure to adhere as per BPCL TPOSP. Following are the members has been appointed from M/s_____________ for the project __________________ Mr. ___________________ Mr.___________________ Mr.___________________ Mr.___________________ Mr.___________________ 3rd Party: M/s_________________

BPCL Witness:

Authorized Signatory:

Signature:

Name: Designation: Date:

Name: Designation: Date:

Company Seal:

Tender through E Procurement - Bharat Petroleum · 1. BPCL invites bids for selection of IT Service...

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