Agreement

This Agreement being effective from __ December, 2016 is executed at Mumbai on __

December, 2016 between <OMC Name> INDIAN OIL CORPORATION
LIMITED, a Company incorporated under Indian Company Act, 1956
and having its Registered Office & Marketing Division at IndianOil
Bhavan, G-9, Ali Yavar Jung Marg, Bandra (East), Mumbai 400
051,hereinafter referred to as IOCL (which expression shall unless
excluded by or repugnant to the context or meaning hereof, be
deemed to include its successors and permitted assigns) of ONE
PART,

, a company incorporated under the Companies Act, 1956, having its registered office at
<OMC Address> and its Marketing Headquarters at <Address if applicable> (hereinafter
referred to as the Company, which expression shall, unless repugnant to the context or
meaning thereof, be deemed to include its successors and assigns) of the ONE PART.

AND

XYZ BANKState Bank of India, a body corporate constituted under the sState bBank of India
act, 1955 and having its Corpoarate Centre at <Bank Address>State Bank Bhavan, Nariman
Point, Mumbai (hereinafter referred to as XYZ BANKSBI, which expression shall, unless it
be repugnant to the context or meaning thereof, be deemed to mean and include its successors
and permitted assigns) of the OTHER PART.

(The CompanyIOCL and XYZ BANKSBI are hereinafter collectively referred to as Parties
and individually as a Party).

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1. WHEREAS

1.1 XYZ BankSBI is certified bank by NHAI to issue FASTTag and their license in this
regard is valid as on date.
1.2 Both Parties represent that they have in place necessary statutory, regulatory and
other approvals / permissions / authority, whether internal or external, for National
Electronic Toll collection project and to enter into this Agreement.
1.3 Relying on the above, the Parties wish to enter into this Agreement, on the terms and
conditions contained in this agreement, which shall govern the terms applicable to
both parties.
1.4 XYZ BANKSBI and the CompanyIOCL are desirous of recording, inter alia, the
terms and conditions for the present arrangement and have agreed to enter into this
Agreement, subject to adherence to all laws, rules and regulations as may be
applicable to the Parties or either of them respectively.

2. DEFINITIONS

2.1 Affiliate of XYZ BANK shall mean and include

2.2
2.3 any company which is the 100 % holding company or subsidiary of XYZ
BANK, or
2.4 any person under the control of or under common control with XYZ BANK, or
2.5 any person, in more than 26% of the voting securities of which XYZ BANK
has a direct or beneficial interest or control.
2.6
2.7 For the purpose of this definition, control together with grammatical variations
when used with respect to any Person, means the power to direct the
management and policies of such Person, directly or indirectly, whether through the
ownership of the vote carrying securities, by contract or otherwise howsoever; and
Person means a company, corporation, a partnership, trust or any other entity or
organization or other body whatsoever

2.8 Applicable laws - means the laws of India and all the statutes, rules, regulations,
ordinances, notifications, orders, guidelines and policies notified or promulgated /
passed pursuant thereto and modifications thereof in force from time to time.

Owned/Managed vehicle Tank trucks (T.T) under the contract with IOC shall mean
the vehicles owned by the for which IOCL has placed Work Order and executed contract with
the owner of such Tank Trucks for the transportation of their fuel and other petroleum
productsPOL products.
2.9 Managed vehicles shall mean that the owner of the vehicle is a transporter for the
<company> and <company> has the necessary agreement/documentation for this
arrangement.

FASTag means the brand title for the device that employs Radio Frequency
Identification (RFID) technology in the form of self-adhesive sticker for making toll
payments directly from the bank account linked to it which is non transferable and
issued by the Bank.

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 non-transferable RFID (Radio Frequency Identification) self-adhesive sticker meant to
identify the vehicle for Electronic toll collection issued as per standards and
specifications given by XYZ BANK
T.T Owner means, the owner of the Tank Trucks contracted by IOCL.

2.10 Intellectual Property means all patents, trademarks, permits, service marks,
brands, trade names, trade secrets, proprietary information and knowledge,
technology, computer programs, databases, copyrights, licenses, franchises, formulae,
designs, rights of confidential information and all other intellectual property.

2.11 Intellectual Property Rights means all rights, benefits, title or interest in or to any
Intellectual Property, anywhere in the world (whether registered or not and including
all applications for the same).

2.12 The headings/captions in this Agreement have been inserted for convenience only and
shall not affect the construction of these terms.

3. ENTIRE AGREEMENT

3.1 This Agreement contains the entire agreement and understanding of the Parties with
respect to the subject matter and supersedes all prior understandings and
representations between the Parties with respect to the matters contained in this
Agreement.

4. DECLARATIONS, REPRESENTATIONS, UNDERTAKINGS AND WARRANTIES BY

THE PARTIES

The Parties declare, represent, undertake and warrant as follows:

4.1 The Parties have obtained all necessary internal/external approvals, registrations and
certifications required from relevant authorities and other entities for the purposes of
fulfilling its obligations as set out in this Agreement

4.2 The Parties declares and represents that it has not violated any of the conditions
subject to which such approvals, registrations and certifications have been granted or
any other applicable regulations and/or guidelines or directives or statutes

4.3 The Parties shall ensure that such approvals, registrations and certifications will
remain in force, including, by taking prompt steps for timely renewal of the same

4.4 The Parties undertake to continue to comply with all the Applicable Laws with
respect to its role/obligations under this Agreement.

5. ROLES AND OBLIGATIONS OF XYZ BANKSBI:

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 5.1 It shall be the responsibility of the Bank to To ensure availability of FASTag, and
RFID self-adhesive tags, which are to be issued to the Customers. TT owners.

5.2 The Bank shall provide the details For of transactions for the movement of TTs
carrying POL products through toll plazas post 10 AM of the previous day (T) upto
10 AM of the next day (T+1) and , Bank to place the file latest by 10:30 AM on T+1
on the agreed SFTP i.e. File Transfer Protocol. However, IOCL reserves the right to
ask for toll transaction data transfer from bank on real time basis through Web
Services or any such equivalent technology prevailing at that time.

5.3 Bank shall provide system to transfer revision in Toll Rates introduced at toll Plazas
on real time basis.

5.4 IOCL shall provide data like Blacklisting of Tank Trucks, Expiry of Transport
contracts or any other such related data to the Bank at regular intervals or real time
basis as mutually agreed. Bank need to take appropriate action like blocking of RFID
Tags os any other such action based on IOCLs business requirement.

5.5 TheBank shall To debit the <company>IOCLs Current Account (with XYZ
BANKSBI) on a T+1 basis (12:3016:00 PM is the cut off time for debit), for recovery
of amount from the transaction of FASTag as per the agreement

5.6 To It shall be the sole responsibility of tehthe Bank to execute a proper Tag affixing
activity on the TT s which are under the contract with IOCL, list of which shall be
provided by IOCL. . <Company> owned and managed vehicles, as per the schedule
provided by <Company>

THE Bank shall To share customer care number and contact points for query/ grievances
rasiedraised by IOCL/TT owners for its resolution.
5.7 .

6. ROLES AND OBLIGATIONS OF THE COMPANYIOCL

6.1 IOCL shall provide the list of TTs under contract with IOCL To identify the Vehicles
for the FASTag program and share the information with the XYZ BANKSBI in
advance

6.2 To support XYZ BANK in onboarding the <Company> owned and managed vehicles
on to the FASTag program

6.3 IOCL shall ensure that TTs To ensure the <Company> owned and managed vehicle
are assembled at a pre-defined location for the Tag affixing process and the schedule
of the same is shared with XYZ BANKSBI in advance

6.4 IOCL l shall To identify the vehicle TT at the plant Depot/Terminal to register the
same for the program & to provide verified copies of all vehicle owners Registration
Certificates (RC) required for the purpose of registration of the vehicle for this
programme

6.5 IOCL shall open To open and maintain an XYZ BANKSBI Current Account, with a
debit mandate by XYZ SBIBANK, exclusively for the FASTag activity.

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 6.6 <Company> to stand guarantor for the defaulting parties to this program in case of
any default intentional or unintentional

6.7 IOCL shall <company> to arrange maintain funds at all times for to make payment
to SBI for all toll transactions on FASTag on T+1 (IOCL working day) basis as perby
cutoff time of 12:3016:00 Hours PM. In case of any unreconciled amount, IOCL or
SBI will provide the details to other party and claim the amount. IOCL or SBI will
verify the same and if it finds any discrepancy in the amount settled, the amount will
be credited back to the other party account in T+7 days with value dating. In case of
any dispute with the transaction file shared by the Bank, IOCL the company will
raise it separately within 48 hours with the XYZ BANK, post release of payment as
per the transaction file shared on T+1
6.8
6.9 To IOCL shall deposit funds matching to the transaction file in the current account
before 4 PM on T+1

IOCL shall To inform the CustomerTTs owners/drivers that the grievance

settlement mechanism shall be taken care of solely and exclusively by XYZ BANK.

6.10 To guarantee to protect XYZ BANK, its directors, officers, agents, and dealers from
any defaults,

To provide necessary guarantee(s) to the Bank. To provide central programme

manager who will be the one point contact for XYZ BANK for smooth operations.

6.11 IOCLl shall To ensure maximum possible enrollment of TT under contract fleet
operators PAN India.

6.12 IOCL shall To ensure the FASTag for Owned/Managed vehiclett TTs under
contract with IOCL are utilized only for the purposes mentioned herein in this
Agreement.

7. FEES AND CHARGES

7.1 For every ETC FASTag Account created and affixed on the <Company> owned and
manages vehicle TT , IOCL shall pay @ Rs. 70 + service taxes per Tag_____ to XYZ
BANKSBI will debit a sum of Rs.70 + taxes. from the. This amount will be debited
from the Current Account of company IOCL (with XYZ BANKSBI) on the 7th
working day of the subsequent month. IOCL shall compensate SBI all losses which it
may suffer or incur arising from tampering or misutilisation of FASTag and the
additional costs recurred for replacing the FASTag.

8. TERM AND TERMINATION

8.1 This Agreement shall continue to be in existence for intial 1 (one) year as Pilot
Project and then it shall be extended for another 4 (Four ) years on the mutually

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 agreed terms. till five years from the date of this agreement or until its performance
becomes impossible under Applicable Law, whichever is earlier. The term of the
agreement can be extended on mutual understanding of parties.
8.2
8.3 This Agreement shall, at the option of either Party, without assigning any reason, be
terminated by that Party by giving to the other Party at least 30 days advance notice
in writing in that regard. During such notice period, this Agreement shall continue to
subsist and both Parties shall continue to abide by the terms laid down in this
Agreement.

8.4 Without prejudice to the provisions of the foregoing clauses, this Agreement may be
terminated by either Party after giving written notice of 15 30 days if;

a) This Agreement becomes unenforceable by a change in law / regulation or

interpretation of the provisions of an existing law / regulation; or

b) A petition for winding up of either Party is admitted by a High court; or

c) Either Party goes into liquidation as declared by a Court of competent jurisdiction or

a distress, attachment or enforcement of a substantial portion of the assets of a Party
is levied or a Receiver is appointed in respect of the assets of either Party; or

d) The other Party has defaulted in the performance of its roles and responsibilities or
has provided any untrue declaration, representation, undertaking or warranty or has
breached the same.

e) This is Material breach of any of the terms and conditions of this agreement,
however prior to termination, the non-defaulting party shall serve a written notice to
defaulting party to cure the breach within 30 days of receipt of notice, if the
defaulting party fails to cure the breach within 30 days of receipt of notice, then the
non-defaulting party may at its discretion terminate the agreement.

8.5 Upon termination of this Agreement, any rights, obligations and liabilities of the
Parties accrued up to and including the date of such termination shall not be affected
thereby.

9. CONFIDENTIALITY

9.1 This Agreement and all details, documents, data, applications, software, systems,
papers, statements and business / customer information which is communicated under
this Agreement in a tangible medium by either Party to the other Party and marked as
confidential (Confidential Information) shall be treated as absolutely confidential
and the Parties irrevocably agree and undertake to ensure that they shall keep the
same as secret and confidential and that they shall not disclose the same, in whole or
in part to any person without the prior written permission of the other Party.

9.2 Disclosure of Confidential Information may be made by a Party where such

disclosure is required under Applicable Law, pursuant to an order / notice / summons
received from appropriate authority or to its internal/external auditors, under
intimation to the other Party. Confidential Information may be disclosed by a Party to

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 its advisers, agents, employees, personnel, service providers, as may be required for
the purpose of fulfilling its obligations under this Agreement, strictly on a need to
know basis and under a duty of confidentiality to the disclosing Party. For sharing
Confidential Information with any third party other than as stated in this clause, prior
written consent of the other Party shall be obtained.

9.3 The confidentiality obligations shall not apply to (i) information in the public domain,
or (ii) information that is received by a Party from a third person without breach of a
confidentiality obligation by such third person, or (iii) disclosure of any information
by a Party under any applicable law, rule, regulation or to a judicial, regulatory, quasi
judicial, administrative or governmental body or authority.

9.4 The Parties agree to:

a) Take all necessary action to protect the confidential information against misuse, loss,
destruction, deletion and/or alteration
b) Not to misuse or permit misuse directly or indirectly, or commercially exploit the
confidential information for economic or other benefit
c) Not to make or retain any copies or record of any confidential information submitted
by either of the Party other than as may be required for the performance of the
obligations under this Agreement.
d) Notify the other Party promptly of any unauthorized or improper use or disclosure of
the confidential information.
e) Promptly return all the confidential documents / material that is in the custody of the
other Party upon termination/expiry of this Agreement except to the content required
to be retained for statutory or regulatory purposes.

9.5 The provisions of this clause shall survive the termination of this Agreement for a
period of two years unless a longer term has been prescribed under applicable law.

10. INDEMNITY

10.1 Either Party (Indemnifying Party) hereby agrees to indemnify and holds harmless
the other Party Indemnified Party), its affiliates, directors, officers, employees and
personnel from and against any and all losses, claims, damages and liabilities
(including, without limitation, legal fees and other expenses incurred in connection
with any suit, action or proceeding or any claim asserted by any person including
third parties, as such fees and expenses are incurred), joint or several, that arise out
of, or based upon

a) any untrue statement or misrepresentation of a material fact contained in the

documents / other material provided by the Indemnifying Party or an omission to
state a material fact therein;
b) any non-performance or breach of the roles, responsibilities, representations,
warranties, undertakings and declarations contained herein by the Indemnifying Party
or its directors, employees, personnel or representatives.

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 10.2 The remedies provided for in this clause are not exclusive and shall not limit any
rights or remedies that may otherwise be available to either Party, its directors,
employees, personnel or representatives in law or in equity.

10.3 The Company hereby undertakes to unconditionally indemnify and keep

XYZ Banks and its Affiliates and their respective employees and agents
indemnified against all losses which it may suffer or incur arising from tampering
or misutilization of the FASTag and the additional costs recurred for replacing the
FASTag.
11. LIMITATION OF LIABILITY

12. LIMITATION OF LIABILITY

11.1 Under no circumstances shall either Party be liable to the other Party for indirect,
incidental, consequential, special or exemplary damages arising from this
Agreement, even if XYZ such party has been advised of the possibility of such
damages, such as, but not limited to, loss of revenue or anticipated profits or lost
business.
Under no circumstances shall either Party be liable to the other Party for indirect incidental,
consequential, special or exemplary damages arising from this Agreement, even if SBI such
party has been advised of the possibility of such damages, such as, but not limited to, loss of
revenue or anticipated profits or lost business.

11.2 12.
INTELLECTUAL PROPERTY RIGHTS

12.1 Neither Party shall use the Intellectual Property of the other Party, in any manner
whatsoever, without the prior written permission of that Party.

13. GOVERNING LAW AND JURISDICTION

13.1 The provisions of this Agreement shall be governed by, and construed in accordance with
laws of India.
13.2 All disputes, differences, claims controversies and questions directly or indirectly arising
between the parties at any time under, out of, in connection with or in relation to this
Agreement shall be resolved mutually by IOCL and SBI representative and above level
personnel by both Parties. mutually by < Company representative>IOCL , and XYZ
BANK representative & above level personnel by both the Parties.
The disputes may be settled If the parties shall first endeavour to settle such disputes,
differences or claims by friendly consultation failing which the same shall be referred to
the arbitration within 90 days after the dispute arose, before a single arbitrator appointed
mutually by both the parties, all of the above in accordance with the rules of arbitration
of the Arbitration and Conciliation Act, 1996. The arbitration will be in India at Mumbai
and the arbitration will be subject to and be governed by the provisions of the Arbitration
and Conciliation Act 1996 or any statutory amendment or re-enactment thereof, for the
time being in force. The decision of such arbitration shall be binding and conclusive

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 upon the parties and may be enforced in any court of competent jurisdiction. The parties
to the arbitration shall equally share the costs and expenses of any such arbitration. All
arbitration proceedings shall be conducted in English.

14. FORCE MAJEURE

14.1 Neither Party shall be considered in default of performance of its obligations under
the terms of this Agreement, if such performance is prevented or delayed for any
causes beyond the reasonable control of the Party affected including war, hostilities,
revolution, riots, civil commotion, strikes, lockouts, epidemic, fire, explosion, flood,
earth-quake, act of God, any act of Government, espionage, hacking, , technical
failure, malfunction of equipment or transmission difficulties or governmental action
or interruption of services or any other cause beyond the control of the concerned
Party which could not have been foreseen or avoided by exercising due diligence.
14.2 The Party affected by force majeure shall take steps as are reasonably necessary to
remove the causes resulting in force majeure if within its control and to mitigate the
effect thereof.

15. NOTICE

15.1 Any notice, communication or documents to be given by a Party to the other Party
may be given by personal delivery, courier, fax and registered post at the address
hereinafter mentioned. The notice shall be deemed to have been served upon the
Party to whom it is given, if delivered by hand, upon delivery, if given by post on
expiration of three days of postage and if given by fax upon acknowledged
transmission thereof . Further the Parties agree that the notice shall be served on the
person specified herein by both the Parties as the designated person.

Designated Person for CompanyIOCL

Mr. XYZ
Add1
Add2
Add3
Add4
Tel: 9898XXXXX
Email ID: abcd.xyz@company.com

Designated person for XYZ BANKState Bank of India

Mr. ABC
Designation
XYZ BANK LimitedState Bank of India
Address
Mumbai 400 051
Tel:
Email id:

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16. WAIVER

No failure or delay on the part of either Party in the exercise of any power, right or
privilege hereunder shall operate as a waiver thereof, nor shall any failure or delay in
exercise of such power, right or privilege preclude the other from further exercise
thereof. The rights and remedies provided in this Agreement are cumulative and not
exclusive of any rights or remedies provided by law.

17. OPERATIONS AND SERVICE STANDARDS

17.1 All operating and servicing standards and procedures will be as mutually agreed upon
between the Parties to this Agreement in compliance with the direction of
NPCI/RBI/NHAI from time to time. Amendments to the operating and service level
standards will not require any amendment to this Agreement, but will be confirmed
by exchange of letters.

18. CHANGES/AMENDMENTS

18.1 No modification or amendment of this Agreement hereto shall be binding unless

made specifically in writing, by the mutual consent of the Parties.

19. COUNTERPARTS

19.1 This Agreement may be executed in more than one counterparts, each of which when
so executed and delivered, shall be an original, but all the counterparts shall together
constitute one and the same instrument.

20. SEVERABILITY

20.1 If any portion of this Agreement shall be declared invalid by order, decree or
judgment of a court of competent jurisdiction, this Agreement shall be construed as if
such portion had not been inserted herein except when such construction would
constitute a substantial deviation from the general intent and purpose of the Parties as
reflected in this Agreement.

21. ASSIGNMENT

21.1 Neither Party shall assign or transfer all or any of its rights, benefits or obligations
under this Agreement without obtaining other Partys prior written approval.

22. RELATIONSHIP BETWEEN PARTIES

22.1 The relationship between the CompanyIOCL and XYZ BANKSBI shall be governed
exclusively by this Agreement and notwithstanding any nomenclature used in this
Agreement, no presumption of any relation in the nature of agency, joint venture,
partnership or functionality shall be presumed or shall exist. Nothing contained herein

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 shall be deemed to create any relationship of principal and agent or, master and
servant or, employer and employee between the Parties hereto or affiliates thereof or,
to provide either Party with the right, power or authority, whether expressed or
implied to create any such duty or obligation on behalf of the other Party.

a) The rights and obligations of the Parties under this Agreement shall always be subject
to Applicable Laws.
b) This Agreement is entered into on a non-exclusive basis and the Parties reserve their
rights to enter into similar arrangements with other persons.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of
the day and year first above written, in two counterparts, one such counterpart to be retained
by XYZ BANKSBI Limited and the other by the CompanyIOCL.

For XYZ BANKSBI For <Company TitleIOCL>

Signature Signature

Name: Name: <Company representative>

Designation: Designation:

Witness: Witness

1. __________________________ 1. ________________________

2. ________________________ 2._________________________

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