Karnataka State Electronics Development Corporation Ltd.

(A Govt. of Karnataka Enterprise)

2nd Floor, TTMC, “A” Block, BMTC, Shanthinagar, KH Road,
BANGALORE - 560027

KEONICS INVITES

EXPRESSION OF INTEREST

FOR

PRE-QUALIFICATION OF BUSINESS ASSOCIATES

FOR

ORIGINAL EQUIPMENT MANUFACTURERS (OEMS), HOLDERS OF PROPRIETARY

SOFTWARES/SERVICES/, PARTNERSHIP, PUBLIC/ PRIVATE LIMITED FOR SUPPLY,
INSTALLATION & COMMISSIONING, EXECUTION OF PROJECTS AND MAINTENANCE OF
VARIOUS PRODUCTS
 Karnataka State Electronics Development Corporation Ltd.
(A Govt. of Karnataka Enterprise)
2nd
Floor, TTMC, “A” Block, BMTC, Shanthinagar, KH Road,
BANGALORE - 560027
Tel: 080-22225645 Fax: 080-22232652
Website; www.keonics.in

NO: KSEDC/RK/EOI-PQBA/02/2019-20 DATE: 02nd July 2019

EOI FOR PRE-QUALIFICATION OF BUSINESS ASSOCIATES - SINGLE COVER SYSTEMS

through e-Procurement

EXPRESSION OF INTEREST (EOI) IS INVITED FOR PRE-QUALIFICATION OF BUSINESS

ASSOCIATES FROM REPUTED OEM MANUFACTURERS, PROPRIETARY, PARTNERSHIP,
PUBLIC/PRIVATE LIMITED COMPANIES FOR SUPPLY, INSTALLATION & COMMISSIONING,
EXECUTION & MAINTENANCE OF VARIOUS PRODUCTS AND PROJECTS.
Calendar of Events

Last date of submission of EOI 12th July 2019 @ 04.00 pm

Date of Opening of EOI 15th July 2019 @ 11.00 am

For further details please log on to www.eproc.karnataka.gov.in contact helpdesk no.080-

25501216/25501227. Contact person is Shri. R. Krishnamurthy, Asst. Manager - Technical
Phone:080 - 22225645 and Mobile - 9731560741.

Sd/-
Director-Operations
1.0 Background

Karnataka State Electronics Development Corporation Ltd. (KEONICS) is a Govt. of

Karnataka Enterprise established in 1976 with an objective of promoting Electronic Industries in
the state. KEONICS had been manufacturing TV, Communication equipments and High voltage
resistors and marketing the same. To ensure that Karnataka is always in the forefront of
electronics and IT, it shifted from manufacturing to IT services activities and at present our main
activities include IT enabled services including training, develop IT infrastructure, consultancy
services, marketing various e-governance solutions/services ,computer hardware and software
solutions to various government departments.

KEONICS has a strong team of professionals possessing adequate skill sets in the areas of
networking and IT solutions, providing an efficient and reliable support to customers. In
addition to this we are partnered with many industry experts in domain specific verticals for IT
product and services area. It is KEONICS' endeavor to provide state-of-the-art technology
solutions to customers to keep pace with the changing technology. Under its ‘KEONICS KITES’
(KKEONICS IT Enabled Services) initiative, a gamut of solutions covering general purpose ERP,
Digital Evaluation, Tablet Based Video Streaming, Global Help Desk and Centralized biometric
solutions etc., have been identified and delivered on Software-as-a-Service (Saas) model using
our powerful and reliable IBM Mainframe infrastructure.

KEONICS is present in Bihar, Kerala, Arunachal Pradesh, Himachal Pradesh, Andaman Nicobar,
Uttar Pradesh, etc. with more than 10 numbers of successful deployments of IT solutions. It
regularly participates in Bids directly or with its consortium partners as this help of solution
produces forming post bid consortium.

KEONICS intends to invite EOI for pre-qualification of Business Associates from interested
companies/Agencies for original equipment manufacturers (OEMs), holders of proprietary
software/services/, partnership, public/ private limited for supply, installation & commissioning,
execution of projects and maintenance of various Products, Projects and Services in the discipline
listed below;

1.1 List of Products, Projects and Services

EOI for pre-qualification of Business Associates for the following Products, Projects and
Services to KEONICS.

1. Computers and peripherals

2. IP based Surveillance and security, Fire Alarm, Building Automation Systems.
3. Energy Saving LED Lighting
4. Solar Lighting & Power Systems
5. IT & ITES services projects
6. GIS, GPS and GPRS projects
7. Telemedicine
8. Electronic Lab Equipments & Instruments, Training Kits for Schools, Polytechnics, Engineering
Colleges & Sciences
9. Hardware & Software.
10.Electronics & Electrical Equipments & Projects.
11. Application Software and Hardware

2.0 Eligibility Criteria

Sl. Description of Pre-qualification

No Requirements
1 The bidder should be registered under
(a) the Companies Act or Partnership Act
or registered under LLP Act should be
in existence in India.
1(b) Startups - should have been registered
with Startup cell of Government of
Karnataka.
The bidder should have experience in
the product, projects, services for
2
which EOI is submitted (as on 31st
March 2017)
The bidder should not be declared
ineligible for corrupt practices or
fraudulent practices or blacklisted by
3
any State or Central Government or
any State or Central PSU in India.
Supporting Document Required
Certificate of Incorporation of the
company registered in India and
Memorandum of Article and Association
should be enclosed. In case of Proprietor
or Partnership firms, attach Sales tax /
GST Registration Certificate in Karnataka.
Startup registration with Startup sells of
GOK.
Details of the product/ projects/service
need to be furnished. For startups
registered with GOK are exempted.
Self-Declaration/Undertaking in this
regard by the authorized signatory of the
bidder as per the given format.

The bidder must have valid GST

Provide the copy of the certificates and
Registration and PAN with the
4 mention the number in the form.
Government.

Bidder should have turn over for the

last three years (2014-15, 2015-16
Submit Balance sheet and profit and loss
and 2016-17) as per the category
5 account for the last three years
A/B/C for pre qualification as Business
Associates. Startup is exempted.

Bidder should have filed Income Tax

for the last three years (2014-15,
Submit the copies in proof of returns
6 2015-16 and 2016-17). Startups are
exempted.

The bidder should have no case Undertaking by company secretary to this

7 pending/registered with B.I.F.R. effect should be enclosed.

A power of attorney/Board resolution

in the name of the person signing the Power of attorney/Board resolution copy
6
bid.

7 The bidder should have a local presence a) Rent agreement in the name,
 in Bengaluru and should be offering If the name of the company.
local support services at client locations b) Resource deployment details with client
in Karnataka. (Startup or Exempted contact information.

The bidder must be OEM or authorized

distributor of OEM for the offered
product/project/solution and services.
Bidder’s distribution agreement tenure
Furnish documentary proof
8 of OEM and distributor should be valid
for at two years from the date of the
offer or till the validity of pre
qualification as Business Associate.

The bidder and their OEM should

provide commitment of co-branding Furnish documentary proof
9
with KEONICS.

For offered products/projects/services,

OEM should have own registered office
10 Furnish documentary proof
in India.

Bidders should have executed similar

projects/services and supplied
products for which EOI is submitted for
pre qualification as Business Associate
11 Order copies
and as per the category of
classification of BA.

Bidders should have successfully

completed similar projects/services
and supplied products for which EOI is
12 submitted for pre qualification as Certification
Business Associate and as per the
category of classification of BA.

NOTE: Pre-qualification of Business Associates will be based on their financial capability,

experience and technical capability as specified in this document.
2.1 TERMS and CONDITIONS FOR PARTICIPATION IN EXPRESSION OF INTEREST:

1. Firm/Organization already signed the Agreement as Business Associate of KEONICS with

reference earlier Tender need not apply. They may apply for other than the category and
Products, Projects and Services for which they have signed the Agreement as Business
Associate of KEONICS.

2. Bid will not be accepted after the date and time fixed for receipt as is set in notification
for subsequent extensions if any.

3. Relevant documents in proof have to be attached / enclosed wherever required.

4. The products/services may be generic OR required to be customized to the needs of our

customer .The quality of any product and services provided through KEONICS must be to
the full satisfaction of our customers.

5. The detailed bid must be submitted online in the e-procurement of Government of

Karnataka portal at http://eproc.karnataka.gov.in

6. Bidders shall take necessary precautions to get registered in e-Procurement platform in a

timely manner and also submit their proposals before bid submission timelines specified
in e-Procurement.

7. The bid inviting authority may, at its discretion, extend the last date for submission of
bid, in which case, all rights and obligations of the tendering authority and the bidders,
subjected to the previous last date, will thereafter be subject to such extended last date.

8. The date and time for opening bids will be as per the timelines specified in e-Procurement
platform. Bidder shall watch the e-Procurement site to learn about the addenda and
corrigenda issued to this EOI.

9. The bids with incomplete information, subjective and conditional offers as well as partial
offers will be liable for rejection.

10.The bidders should submit hard copy of all documents uploaded in the e-procurement of
Government of Karnataka portal at http://eproc.karnataka.gov.in to

The Director (Operations)

Karnataka State Electronics Development Corporation Ltd.
(A Govt. of Karnataka Enterprise)
2nd Floor, TTMC, “A” Block, BMTC, Shanthinagar, KH Road,
BANGALORE - 560027

11.The hard copies should be submitted on or before the date of opening of bids. There
should not be any discrepancy in the document uploaded and hardcopy submitted, if found
at any stage, empanelment will be cancelled. Any hard copies of the bid received by the
bid Inviting Authority without uploading in e-Procurement platform will be rejected.

12. Non-compliance of any of the clauses of this EOI will be liable for rejection.
2.2 KEONICS RIGHTS:

I. KEONICS reserves the right to accept or reject any or all the EOI received, at its sole
discretion without assigning any reason thereof.

II. In case of any default by the applicants and in any of the terms & conditions (whether
General, Special, Statutory), KEONICS may without prejudice to any other right/
remedy which shall have accrued or shall accrue thereafter, terminate the contract, in
whole or in part, by giving One (1) month notice in writing to the Business Associate.

III. Notwithstanding anything contained herein KEONICS also reserves the right to
terminate the contract at any time or stage during the period of contract, by giving one
(1) month notice in writing without assigning any reason and without incurring any
financial liability whatsoever to the Business Associate.

IV. KEONICS may also give in writing notice and without compensation to the Business
Associates, if the Business Associate becomes unwilling, bankrupt or otherwise
insolvent without affecting its right of action or remedy.

V. Area of the operation of the Business Associates is the discretionary power of the
Management of KEONICS.

3.0 SUBMISSION, RECEIPT, AND OPENING OF PROPOSALS

The original bid shall be prepared and submitted in e-Procurement platform. Hard copy of Bids
should be submitted to The Director - Operations, KEONICS before the due date & Time in a
closed envelop super scribing name of the EOI, in above mentioned address. However the Bid
submitted in e-procurement platform will be considered for evaluation.

The bidder shall digitally sign and submit the proposal electronically through the unified e-
Procurement platform: www.eproc.karnataka.gov.in

The completed bid must be submitted electronically in the e-Procurement platform on or before
the due date for bid submission specified in the e-Procurement platform. The Centre for e-
Governance will not be responsible for technical glitches in the desktop and internet
connectivity services used by the bidder.

Bid Processing Fee: Each bidder shall pay bid processing fee through any of the for e-Payment
options only:

1. Credit Card
2. Direct Debit
3. NET Banking
4. National Electronic Funds Transfer (NEFT)
5. Over the Counter (OTC) - designated ICICI Bank branches
Located across the country
Please note that payments submitted through cheque or demand draft shall not be accepted.
Further details regarding e-Payment; please refer to e-Procurement website -
www.eproc.karnataka.gov.in

4.0 CATEGORIZATION OF BUSINESS ASSOCIATE PRE- QUALIFICATION

Pre-qualification of Business Associates shall be categorized into the following three categories
based on their financial capability, past experience and technical capability. However, KEONICS
reserves right to merge or create more categories based on the number of responses/bids
received.

4.1 Categories

a. Business Associates competent to execute orders with an estimated project value

up to Rs 30 lakhs for the specific job category/ categories --Category -‘A’.

b. Business Associates competent to execute orders with an estimated project value

more than Rs.30 lakhs but less than Rs 5 Crores --Category -‘B’

c. Business Associates competent to execute orders with an estimated project value

more than Rs 5 Crores --Category -‘C’

4.2 Bidders may participate for pre-qualification in any One of the products, projects and
services or all categories of the pre-qualification of Business Associates (A or B or C).

4.3 Requirements and Experience

4.3.1. Business Associates competent to execute orders with an estimated value up to

Rs. 3 0 l akhs -Category -‘A’.

Bidders Company/ Organization:

1) Should be at least one year old.

2) Should have turnover of Rs.30 lakhs. This should be supported by Audited Balance Sheet
and Profit/Loss Account for preceding 01 financial year.
3) Income Tax Return (ITR) for the preceding 01 financial year.
4) At least two jobs should have been completed successfully of value
around Rs 10 lakhs each for each specific Job Category/Categories Applied For the pre-
qualification, during preceding 1 year. Job Orders /Awards and their successful Job
Completion Certificates are essential.
5) Should have at least 5 permanent employees on rolls for at least one year.
4.3.2. Business Associates competent to execute orders with an estimated value above Rs.
30 lakhs and up to Rs 5 Crore --Category -‘B’.

Bidders Company/Organization:

1) Should be at least more than t h r e e years old.

2) Should have average turnover of Rs.5 Crores during last three years. This should be
supported by Audited Balance Sheet and Profit/Loss Account for preceding 03 financial
years.
3) Income Tax Returns (ITRs) for the preceding 04 financial years.
4) At least three jobs should have been completed successfully of value above Rs.50 lakhs
for each specific Job Category/Categories Applied For the pre-qualification, during
preceding 4 years. Applied f o r t h e pre-qualification. Job Orders/Awards and their
successful Job Completion Certificates are essential.
5) Should have at least 25 permanent employees on rolls for more than one year.
6) Should have ISO 9000 /CMM Series certification preferred.

4.3.3. Business Associates competent to execute orders with an estimated value

more than Rs. 5 Crores --Category -‘C’.

Bidders Company/Organization:

1) Should be at least more than five years old.

2) Should have average turnover of Rs.5 Crores during last three financial years. This should
be supported by Audited Balance Sheet and Profit/Loss Account for preceding 03
financial years.

3) Income Tax Returns (ITRs) for the preceding 03 financial years.

4) At least three jobs should have been completed successfully of value above Rs 1 Crore
(one crore) each, Global Operation/ Captive Centre in India, at
least three End to End IT Projects during preceding 03 years for each Job
Category/Categories Applied for the pre-qualification. Job Orders/Awards and their
successful Job Completion Certificates are essential.

5 ) Should have at least 75 Technical permanent employees/Resources on rolls for more than
two years.

6) Should have ISO 9000 /CMMi Series certification preferred.

 5.0 TERMS AND CONDITIONS OF PRE-QUALIFICATION WITH KEONICS

1. The company/ Agency pre-qualified with KEONICS shall be called as Business Associate.

2. The pre-qualification of the Business Associate will be for a period of two years from the
date of issuance of letter of pre-qualification. The pre-qualification may be renewed on
request of the Business Associates, based on their performance on the job awards/job
orders during their pre-qualification period.

3. For business to be undertaken by KEONICS, it shall select its partner in the following
manner:-

a) For low value orders of less than Rs.1 lakh to be executed, quotation will be called
amongst the pre-qualified Business Associates. The Business Associate quoting
the lowest amount shall be its partner for executing such orders.

b) KEONICS itself participates in tender (post bid arrangement)- KEONICS will

circulate scope of work to the panel of pre-qualified Business Associates with
demonstrable competence in the required field(s) {of specific Job in the
Categories of Business Associates (A/B/C) as specified in this EOI document}
equal to or above the estimated cost of the project. Business Associate will submit
their financial proposal/quotation to KEONICS within stipulated time. Business
Associate quoting the lowest amount shall be its partner for executing orders if
work is awarded to KEONICS.

c) KEONICS participates in tender along with the consortium of business partners

(pre bid arrangement) - KEONICS will circulate scope of work to the panel of pre-
qualified Business Associates with demonstrable competence in the required
field(s) {of specific Job in the Categories of Business Associates (A/B/C) as
specified in this EOI document} equal to or above the estimated cost of the
project. Business Associate will submit their financial proposal/quotation to
KEONICS within stipulated time and if project demands then Business Associates
may be asked to submit techno-commercial proposal. Business Associate quoting
the lowest amount shall be its consortium partner for participating in the bid.
Such business Associate shall be executing the orders subsequently if work is
awarded to the consortium.

The selection of Business Associates subject to back to back they shall handle projects
up to 3 times of their average turnover. However, in case of proprietary /patented
products KEONICS may decide to deviate from the above rules and go for specific
 consortium agreement with a specific business associate for business prospects
continuity.

4. Attempts will be made to allocate work to as many panelists as possible by rotation.

Successful bidders will, unless demanded by project, technical or experience
considerations, not be allocated subsequent work until the project in hand is completed
satisfactorily.

5. Prequalified Business Associates should take prior consent from KEONICS before

approaching any client department for procuring orders. Subsequently, KEONICS will
participate in the bid based on the technical and financial competence of the prequalified
Business Associate who has initiated the order/work/job. If such orders/work/job are
procured by KEONICS on the strength of specific Business Associate such orders/work/job
will be allocated to the same Business Associate subject to verification of credentials of
such Business Associates.

6. All the correspondence with the client department will be done by KEONICS/Business
Associate.

7. The cost of Tender fee,. EMD, Security Deposit, Bank Guarantee and any other expenses
will be borne by pre-qualified Business Associate, on back to back basis as prescribed in
the respective Tender / RFP. Refund of EMD & Security Deposit and release of Bank
Guarantee as per respective Tender / RFP conditions.

8. The pre-qualified Business Associate shall sign Non Disclosure Agreement (NDA) and
Consortium Agreement with KEONICS either as per standard format of KEONICS or on
back to back basis as per the prescribed format in the respective Tender / RFP.

9. If an Agreement/MOU is required to be signed by the KEONICS with the client

department for execution of the Job order, an Agreement/MOU with similar clauses shall
have to be signed by the concerned pre-qualified Business Associate with KEONICS on
back to back basis for smooth execution of the order.

10.Payment of Business Associates shall be on the following terms:

a) KEONICS will retain 3-10% of the fees as its service charges.

b) KEONICS will deduct all statutory deductions.
c) KEONCIS shall charge fees for its other services/roles which may be decided on
case-to-case basis.

11.All payments from the client department shall be received through Cheque /Draft
favoring Karnataka State Electronics Development Corporation (KEONICS) payable at
Bengaluru. After receipt of the payment from the client department and running payment
may be released to the Business Associates as per the terms and conditions of the Job
order awarded to the Business Associate by KEONICS and review of the progress in
project.
12.KEONICS m a y s e l e c t l o w e r c a t e g o r y o f pre-qualified Business Associate without
considering their turnover criteria and their c a t e g o r y o f p r e -qualification. In such
cases lower c a t e g o r y pre-qualified Business Associate will have to submit Bank
Guarantee (BG) of 10% of order value to KEONICS in addition to the Bank Guarantee to
be borne by pre-qualified Business Associate, on back to back basis as prescribed in the
respective Tender / RFP. Release of Bank Guarantee after successful completion of the
project.

13.It shall be the responsibility of the Business Associate for the implementation and
execution of the project in which hardware items are also required in it. The Business
Associate shall procure the required hardware from the OEM/authorized dealer with
warrantee support from them. The Business Associate shall submit an undertaking that
they shall be deploying the required manpower/representative (with list of manpower
with their telephone numbers that may be given to the client department) to be
deployment/posted at the locations required in the project/required by the client
department for smooth services during implementation and warranty period.

14.The pre-qualification as Business Associate shall also be guided by the terms and
conditions given in the EOI document.

15.EOI received will be screened for requirements, experience and qualifications. KEONICS
may carry out physical inspection/verification of the information given by the bidder/
bidder’s infrastructure setup. The pre-qualification of successful bidders will be done
thereafter. The bidders may not necessarily be pre-qualified in the Categories in which
they have applied. The Business Associate will be selected on the basis of their existing
experience, manpower availability, technical competence and experience of related Job
category/ categories. Business Associate may apply for the pre-qualification in different
expertise / levels of competence.

16.Any Pre-conditions of the bidder submitted with the bid, shall not be binding on KEONICS.

17.No Business Associate will bid for a job where KEONICS is participating as bidder, if
KEONICS brings to the notice of all pre-qualified Business Associates in the respective
category. Any Business Associate found opposing KEONICS is liable to be disqualified
and his pre-qualification shall be cancelled and they will be barred from getting
themselves re-pre-qualified for a period of at least 5 years.

18.If a Business Associate represents and obtains work directly from any client by
mention of their pre-qualification in KEONICS, their pre-qualification shall stand cancelled
and any damages suffered by KEONICS shall be recovered from the Service Provider.

19.KEONICS reserves the right to inspect the site of the service provider at any
time and if the infrastructure is not found adequate as per this EOI document
requirements, the pre-qualification of the Business Associate will be cancelled.
20.If the Business Associate hides some information or gives a wrong information
or is found misrepresenting, pre-qualification of that Business Associate shall be
cancelled and KEONICS would not be under any obligation to give any clarification or
damages.

21.Business Associate shall not divulge any contents of this agreement, in part or whole
without express written permission of KEONICS.

22.The Business Associate shall have to be careful, diligent and show workman like manner
in conformity with the accepted standard practices as per industry norms.

23.Any dispute arising out of this pre-qualification process shall be subject to the
jurisdiction of Bengaluru only.

24.If a Business Associate is found to obtain jobs/services by means of using fraudulent

techniques then their pre-qualification shall be cancelled and punitive actions may be
initiated against them.
25.The pre-qualified Business Associate which receives an enquiry but does not respond to
the enquiry, will be blacklisted as non-responsive. However, if the Business Associate
cannot perform the job as per the enquiry, it shall submit a regret letter with reasons
failing which, it will be blacklisted.

26. The pre-qualified Business Associates should submit nonrefundable royalty which has
validity for 2 years, drawn in favor of M/s. KEONICS Bangalore, as per the category and
amount indicated below;

Sl. Category Amount

No.
a Category - A Rs. 50,000/- plus applicable GST
b Category - B Rs.75,000/- plus applicable GST
c Category - C Rs.1,50,000/- plus applicable GST

28) In case of renewal of the pre-qualification, on request of the Business Associates,

based on their performance on the job awards/job orders during their pre-
qualification period, the pre-qualified Business Associates should submit additional
nonrefundable royalty equal to the amount already paid for their pre qualification.
 ANNEXURE -1

FORMAT FOR THE BIDDERS INFORMATION

( on the letter Head of the Bidder)
Applied for pre-qualification of Business Mention the product, project and
1. Associate for Products, Projects and services as per the list given in item 1.1
Services. of the tender.
Applied for Category pre-qualification of
2. A/B/C
Business Associate
3. Name of the bidder

4. Address of the Bidder

Public Ltd / Pvt. Ltd /LLP/

5. Status of the Bidder
Startup/Others ( specify)
Details of Registration of the
Date:
Company/partnership firm/proprietary
6. firm.
[Attach copy of Incorporation Ref. #
certificate]
Date:
7. Details of Commencement of Business
Ref. #
Valid Sales tax /VAT/GST registration
8.
number [Attach certificate]
Valid Service tax registration number.
9.
[Attach certificate]
Permanent Account Number (PAN)
10.
[Attach certificate]
Name & Designation of the contact
11. person with whom all correspondence
shall be made.
12. Mobile
1 Number of the contact person
Telephone No. (with STD Code) of the
13.
contact person
E-Mail of the contact person with
14. whom all correspondence shall be
made:

15. Fax No. (with STD Code)

Technical Others
16. Manpower details

SIGNATURE, Name, Designation with Seal

 ANNEXURE -2

Format for uploading Turnover information

(Total turnover of the bidder during the preceding 3 years supported by balance sheet)

Financial year Turnover (Rs. in Lakhs)

2016-17

2017-18

2018-19

Name of the Firm: ……………………………………………………………

Seal & Signature: …………………………………………………

 ANNEXURE 3

STATEMENT OF PAST EXPERIENCE WITH RESPECT TO EOI FOR PRE-QUALIFICATION AS

BUSINESS ASSOCIATE OF KEONICS FOR PRODUCT, PROJECT AND SERVICES

Sl. Name of Projects Name of Year of Value

No successfully the (Rs in
. completed Client Job/pur Job lakhs)
chase Completed
order Successfully
awarde
d

Attach job/purchase order and completion certificate to be attached/enclosed for

each item.

Signature, name and designation of authorized

signatory

Note:-Use different sheet for each of the product/ project and services. The EOI has
classified 40 products/projects and services as per the list given in item 1.1 of the tender.
Bidders applying for more than one product/project/services have to use separate sheet
for each item.
 ANNEXURE - 4
STATEMENT OF DEPLOYMENT OF MANPOWER

Period of the
project Number of person
Sl. Name of Location of (Month & Year deployed
No. Project the project Commenceme
nt enclosure) Technical Non-
Technical

Signature, name and designation of authorized signatory

 ANNEXURE -5

NOTARISED AFFIDAVIT

(On Non Judicial Stamp Paper of Rupees One Hundred only)

I, ………………………………………………. aged about ……….years, Son of Sri

………………………..…………………., Resident of ……..…………………..………, the Deponent, do
hereby solemnly affirm and state on oath as under:-

1. That the Deponent is the authorized representative of M/s

………………….………….…………………….(Name and address of Company/Organization)
and holding the position of …………………………………..…… in the above
Company/Organization. Deponent is duly authorized to sign and swear this
Affidavit on behalf of
M/s………………………………….…………………...........................................
2. That the above Company/Organization has applied and submitted documents
etc for pre-qualification with Karnataka Electronics Development Corporation
Limited (KEONICS), 2nd Floor, TTMC, “A” Block, BMTC, Shanthinagar, K.H Road,
BANGALORE - 560 027 in response to their Offer for Expression of Interest
(EOI) bearing Ref No: KSEDC/MC/EOI-PQBA/03/2017-18 dated ________
for pre-qualification of Business Associates from reputed OEM manufacturers,
proprietary, partnership, public/private limited companies for supply, installation
& commissioning, execution & maintenance of various products and projects.
3. That the Deponent declares that above named Company/Organization /their
Associated Company/Firm/Society was Blacklisted
……….………………………………..…………………………………............ (Give name of
Company/Organization) by …………………………………………………………………………. (Name
of Department of State / Central Govt./Public/ Private Limited Company /
Firm/Society/ Any other Agency (please specify the name of Agency) (If not
Blacklisted, “NIL” information may be filled-in, otherwise furnish the detail)

4. That the Deponent declares that above named Company/Organization / their

Associated Company/Firm/Society and/or any or all of their Directors/ Partners/
Promoters trialed or under trial by the Court / Govt. Investigating Agencies
..................(Give the details with Name of Company / Firm / Society/ their
Associated Company/Firm/ Society) (If no enquiry is pending or contemplated,
“NIL” information may be filled in)

5. That the Deponent declares that the Police/Vigilance/CBI enquiry is pending

against above named Company/Firm/Society/their Associated Company/
Firm/Society and/or any or all of their Directors/ Partners/Promoters, is being
conducted by the following Department of State/Central Government:-
………………………………………………………………………………………………………………………………………
………………………….
DEPONENT

Date:
Place:
 ANNEXURE -6

VERIFICATION

Deponent above named do hereby verifies that the contents of Paragraphs 1 to

5 of this Affidavit are true and correct to the best of my knowledge. No part of
it is false and nothing material information is concealed there from. Verified on
……….…….. Day of ……………………… (Month and Year) at …….. (Name of place).

DEPONENT

19
 ANNEXURE - 7

Manufacturer Authorization letter

Date:

Ref Number:

Dear Sir/Madam

Sub: Authorization of partners for enrolment in KEONICS.

We (Name of OEM Company) who are established and reputed manufacturers of

…………………….. and ………………….. having factories at (place of factory) do hereby
authorize the following Partners for Empanelment.

(Partner details)

We hereby extend our full guarantee and warranty as per terms and conditions of
the tender and or the contract for the equipment and services offered against this
invitation for any tender offer by the M/s. (Partner name), We hereby commit to
the tender terms and conditions and will not withdraw our commitments during the
period of contract and or the period of pre- qualification.

Yours faithfully,

For “Company Name”

“Designation”

Authorized signatory

20
 ANNEXURE - 8

AGREEMENT
This Agreement is made and entered on this ___ day of ___,
2019 at Bengaluru BY:

M/s. Karnataka State Electronics Development Corporation

Limited [‘KEONICS’ for short], a Government of Karnataka
Enterprise, having its Registered Office at 2nd FLOOR, TTMC “A”
BLOCK BMTC, SHANTI NAGAR K.H.ROAD, Bengaluru - 560 027,
which expression shall, unless repugnant to the context of
meaning thereof, include its successors in interests and assigns of
the FIRST PARTY and represented by its Managing Director or his
authorised representative -------------------------------------- the
file No. KSEDC/--------------------------------.
AND
M/s. ----------------------------, having its Registered Office --------
-------------------------------- herein after referred to as a ‘Pre
Qualified Business Associate’ represented by -------------------------
aged ------------ years and having PAN NO: --------------------- and
EPIC No.---------------------- residing at ------------------------------
-- and which expression shall, unless repugnant to the context or
meaning thereof, include its successors in interest and assigns of
the SECOND PARTY.

WHEREAS the First Party invited Expression of Interest for Pre-

qualification of Business Associate for “Original Equipment
Manufacturers, Proprietary, Partnership, Public/Private Limited for
Supply, Installation and Commissioning, Execution and
Maintenance for Various Products and Projects” vide EOI
Notification No: KSEDC/ MC/EOI-PQBA/-------------------- dated --
---------------------.

The Second Party has submitted its Expression of Interest

for the above notification. The First Party has Pre-qualified the
Second Party as Business Associate of KEONICS for category A for
the following Products, Projects and Services.

1. Computers and peripherals

2. IP based Surveillance and security, Fire Alarm, Building Automation
Systems.
3. Energy Saving LED Lighting
4. Solar Lighting & Power Systems
21
 5. IT & ITES services projects
6. GIS, GPS and GPRS projects
7. Telemedicine
8. Electronic Lab Equipments & Instruments, Training Kits for Schools,
Polytechnics, Engineering Colleges & Sciences
9. Hardware & Software.
10.Electronics & Electrical Equipments & Projects.
11. Application Software and Hardware
12.Human Resource Supply

That the Second Party has credited an amount of Rs. -------

-------------------------- as Non Refundable Royalty at the time of
Pre Qualification and applicable Service Taxes vide DD No. ------
----------------------- drawn on ----------------------- towards the of
Pre Qualification Agreement for a period of two years from the date of
issuance of letter of pre-qualification..

NOW THIS AGREEMENT WITNESSTH AS FOLLOWS:

1) The following document shall be deemed to form and be read

and construed as :

Part of this Agreement, viz,

a) Terms and conditions of Pre-qualification and other criteria
mentioned in the Expression of Interest document vide EOI
Notification No: KSEDC/MC/EOI- PQBA/01/2018-19 dated
5.06.2018.

b) The documents submitted by the Second Party with

reference to the notification vide EOI Notification No:
KSEDC/MC/EOI-PQBA/01/2018-19 dated 07.06.2018.

c) The letter of Pre-qualification issued by the First Party.

2) Business Associate is not automatically entitled for any

committed business from KEONICS.

3) Pre-qualification is only for Business Associates, for tenders

in which KEONICS may participate.

4) Second Party will sign Non Disclosure Agreement (NDA) with KEONICS on
back to back basis as per the prescribed format in the respective Tender /
RFP.
22
5) The Second Party will sign Consortium Agreement with KEONICS for
executing of the job order either as per standard format of KEONICS or on
back to back basis as per the prescribed format in the respective Tender /
RFP.

6) If an Agreement/Memorandum of Understanding [MoU} is

required to be signed by the KEONICS with the client
department for execution of the job order, an Agreement/ MOU
with similar clauses shall have to be signed by the Business
Associate with KEONCIS on back to back basis for smooth
execution of the order.

7) In each business, responsibilities and sharing of profit shall be

worked out on the basis of effort estimation of each parties.

8) For participating in the tender as a consortium with KEONICS,

the cost of Tender fee,. EMD, Security Deposit, Bank Guarantee
and any other expenses will be borne by second party pre-
qualified Business Associate, on back to back basis as
prescribed in the respective Tender / RFP. Refund of EMD &
Security Deposit and release of Bank Guarantee as per
respective Tender / RFP conditions.

9) WARRANTIES:

Each party represents and warrants to the other party that:

a) It has full power and authority to enter the agreement and

to perform its obligations;
b) The agreement has been duly executed by it; and

c) The obligations set out in the agreement are enforceable

against it.

10) TERMINATION:

a) By efflux of time

b) In the event of breach of any of the terms, conditions and

covenants hereof.
23
 The First party shall at any time be entitled to terminate the
agreement for any reason including unsatisfactory performance
or any of the other terms and conditions by giving 30 (thirty)
days notice. Under exceptional circumstances this 30 days
period may be appropriately reduced, by providing reasons.

The Second Party shall also terminate the agreement by giving

Ninety (90) days advance notice to the First Party.

11) MARKETING AND REPRESENTATION:

The First Party authorizes the Second Party to use the Logo of
the First Party with the limited purpose of this “Business
Agreement” and the Second Party undertakes not to misuse the
Logo of the First Party for any other purpose.

12) SETTLEMENT OF DISPUTES:

11.1 Except as otherwise specifically provided in this

agreement, the following provisions apply if any
dispute or difference arises between the parties arising
out of or relating to this agreement.

11.2 A dispute will be deemed to arise when one party serves

on the other party a notice stating the nature of the
dispute.

11.3 The parties hereto agree that they will lose all
reasonable efforts to resolve between themselves, any
dispute through negotiations. Any dispute or difference
between the parties arising out of the meaning of
any interpretation or import of this agreement or the
rights and liabilities shall be mutually discussed and
settled failing which it shall be adjudicated by reference
to the arbitration and the arbitrator shall be the
Managing Director of the KEONICS, Bangalore and
whose decision shall be final and binding on the parties.
The provisions of the Arbitration and Conciliation Act,
1996 is applicable to both the parties within the

24
 jurisdiction of Bangalore.

13) ACCIDENT OR INJURY TO WORKMAN:

The First party shall not be liable for any damage or

compensation payable in respect of or in consequence of any
accident or injury to any employee or any employee in the
employment, it is wholly responsible and obligation of the
Second party to meet the same with adequate
compensation payable to the employee if any.

14) CONFIDENTIALITY:

a) Second party shall acknowledge that its personnel may be

given access to confidential Information in the course of
performing the services.

b) Except as otherwise required by Law, Second party shall

ensure: (A) Keep strictly secret and confidential. (B) Not
copy or publish, divulge or disclose in any manner
whatsoever the Confidential Information to any person
other than to those of its employees.
15) MISCELLANEOUS:

14.1 This agreement has been executed only in one set.

The original being retained by the First Party, the photo
copy of the original shall be retained by the Second
Party.

14.2 The stamp duty and registration charges payable with

respect to this agreement shall be borne and paid by the
Second Party.

14.3 No part of this agreement shall be amended, varied,

substituted or changed in any manner except by way of a
written instrument duly signed by the parties to this
agreement.

Both First & Second party have affixed their signatures to this
25
Agreement on the day, month and year above first mentioned at
Bengaluru.

Photo of
the
Authorized
signatory
of Second
Party

For, For
Karnataka State Electronics
Development Corporation Limited (Seal & Signature)
(Seal & Signature) (Second Party)
(First Party)
WITNESS

1.

2.

26
 ANNEXURE - 9

NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (“AGREEMENT”) IS MADE ON THIS ----------------

-------------------; BY AND BETWEEN ----------------------, a company incorporated
under the Companies Act, 1956 and having its registered office at -------------------
--------------------------------, India (hereinafter referred to as “---------”, which
expression shall unless repugnant to the context or meaning thereof, include its
successors in interests and assigns) OF THE ONE PART; AND [M/s. Karnataka
State Electronics Development Corporation Limited (‘KEONICS’)], a
company incorporated under the Companies Act, 1956 with its registered office
situated at [2nd FLOOR, TTMC “A” BLOCK BMTC, SHANTI NAGAR K.H.ROAD,
Bangalore - 560 027,] (hereinafter referred to as “Company” which expression
shall, unless repugnant to the context or meaning thereof, be deemed to include,
its representatives and permitted assigns) OF THE OTHER PART;

---------- and Company shall be referred to collectively as “Parties” and individually

as “Party”.

WHEREAS both the Parties herein wish to pursue discussions and negotiate with
each other for the purpose of Empanelling as a Business Associate for “Original
Equipment Manufacturers, Proprietary, Partnership, Public/Private Limited for
Supply, Installation and Commissioning, Execution and Maintenance for Various
Products and Projects” (“Proposed Transaction”);

WHEREAS Parties contemplate that with respect to Proposed Transaction, both

Parties may exchange information, material and documents relating to its business,
assets, finances, operations, plans and/or prospects of businesses (hereinafter
referred to as “Confidential Information”, more fully detailed in clause 1 herein below)
that each Party regards as proprietary; and

AND WHEREAS, each Party wishes to review such Confidential Information of the
other for the sole purpose of determining their mutual interest in engaging in the
Proposed Transaction;

In connection with the above, the Parties hereby agree as follows:

1. “Confidential and or proprietary Information” shall mean and include

any information disclosed by one Party (Disclosing Party) to the other (Receiving
Party) either directly or indirectly, in writing, orally, by inspection of tangible

27
objects (including, without limitation, documents, prototypes, samples, media,
documentation, discs and code). Confidential information shall include, without
limitation, any materials, trade secrets, network information, configurations,
trademarks, brand name, know-how, business and marketing plans, financial and
operational information, and all other non-public information, material or data
relating to the current and/ or future business and operations of the Disclosing
Party and analysis, compilations, studies, summaries, extracts or other
documentation prepared by the Disclosing Party. Confidential Information may also
include information disclosed to the Receiving Party by third parties on behalf of the
Disclosing Party.

2. The Receiving Party shall refrain from disclosing, reproducing,

summarizing and/or distributing Confidential Information and confidential materials
of the Disclosing Party except in connection with the Proposed Transaction.

3. The Parties shall protect the confidentiality of each other’s Confidential

Information in the same manner as they protect the confidentiality of their own
proprietary and confidential information of similar nature. Each Party, while
acknowledging the confidential and proprietary nature of the Confidential
Information agrees to take all reasonable measures at its own expense to restrain
its representatives from prohibited or unauthorized disclosure or use of the
Confidential Information. Confidential Information shall remain property of
Disclosing Party and may not be copied or reproduced by Receiving Party without
Disclosing Party’s prior written consent.

5. Within seven (7) days of a written request by the Disclosing Party,

Receiving Party shall return/destroy (as may be requested in writing by the
Disclosing Party or upon expiry and/or earlier termination) all originals, copies,
reproductions and summaries of Confidential Information provided to the Receiving
Party as Confidential Information. Receiving Party shall certify to the Disclosing
Party in writing that it has satisfied its obligations under this paragraph.

6. Receiving Party may disclose Confidential Information only to

Receiving Party's employees and consultants on a need-to-know basis. Receiving
Party shall have executed or shall execute appropriate written agreements with
third parties, in a form and manner sufficient to enable Receiving Party to enforce
all the provisions of this Agreement.

7. Confidential Information, however, shall not include any information

which the Receiving Party can show:

i) is in or comes into the public domain otherwise than through a breach

of this Agreement or the fault of the Receiving Party; or

28
 ii) was already in its possession free of any such restriction prior to
receipt from the Disclosing Party; or
iii)was independently developed by the Receiving Party without making use
of the Confidential Information; or
iv)has been approved for release or use (in either case without restriction) by
written authorisation of the Disclosing Party.

8. In the event either Party receives a summons or other validly issued

administrative or judicial process requiring the disclosure of Confidential
Information of other Party, Receiving Party shall promptly notify the Disclosing
Party. The Receiving Party may disclose Confidential Information to extent such
disclosure is required by law, rule, regulation or legal process; provided however,
that, to extent practicable, Receiving Party shall give prompt written notice of any
such request for such information to the Disclosing Party, and agrees to co-operate
with the Disclosing Party, at the Disclosing Party’s expense, to the extent
permissible and practicable, to challenge the request or limit the scope there of, as
the Disclosing Party may reasonably deem appropriate.

9. Neither Party shall use the other’s name, trademarks, proprietary

words or symbols or disclose under this Agreement in any publication, press
release, marketing material, or otherwise without the prior written approval of the
other.

10. Each Party agrees that the conditions in this Agreement and
Confidential Information disclosed pursuant to this Agreement are of a special,
unique, and extraordinary character and that an impending or existing violation of
any provision of this Agreement would cause other Party irreparable injury for
which it would have no adequate remedy at law and further agrees that other Party
shall be entitled to obtain immediately injunctive relief prohibiting such violation, in
addition to any other rights and remedies available to it at law or in equity.

11. The Parties acknowledge that as damages may not be a sufficient

remedy for any breach under this Agreement, the non-breaching party is entitled to
seek specific performance or injunctive relief (as appropriate) as a remedy for any
breach or threatened breach, in addition to any other remedies at law or in equity.

12. Neither Party shall be liable for any special, consequential, incidental
or exemplary damages or loss (or any lost profits, savings or business opportunity)

29
regardless of whether a Party was advised of the possibility of the damage or loss
asserted.

13. Both Parties agree that by virtue of the Parties entering into this
Agreement neither Party is obligated to disclose all or any Confidential Information
to the other as stated in this Agreement. The Parties reserve right to disclose only
such information at its discretion and which it thinks, is necessary to disclose in
relation to the Proposed Transaction.

14. Both the Parties agree that this Agreement will be effective from the
date of execution of this Agreement by both Parties and shall continue to be
effective for a period of one (01) years, unless the Proposed Transaction is
terminated earlier by either Party by giving a thirty (30) days notice, in case either
Party foresees that the Proposed Transaction would not be achieved.
Notwithstanding anything contained herein, the provisions of this Agreement shall
survive and continue after expiration or termination of this Agreement for a further
period of three year(s) from the date of expiration. It being further clarified that
notwithstanding anything contained herein, in case a binding agreement is
executed between the Parties in furtherance of the Proposed Transaction, the terms
and conditions of this Agreement shall become effective and form a part of that
binding agreement and be co-terminus with such binding agreement and shall be in
effect till the term of such binding agreement and shall after its expiry and or early
termination shall continue to be in force for three (3) years after the termination of
the binding agreement. However, it is clarified that nothing contained in this
agreement acts as a promise or covenant to enter into a further definitive
agreement.

15. Each Party warrants that it has the authority to enter into this
Agreement.

16. If any provision of this agreement is held to be invalid or

unenforceable to any extent, the remainder of this Agreement shall not be affected
and each provision hereof shall be valid and enforceable to the fullest extent
permitted by law.

17. This Agreement may be executed in two counterparts, each of which

will be deemed to be an original, and when taken together, shall be deemed to
constitute one and the same agreement.

18. The relationship between both the Parties to this Agreement shall be
on a principal-to-principal basis and nothing in this agreement shall be deemed to
have created a relationship of an agent or partner between the parties and none of
the employees of COMPANY shall be considered as employees of Bosch.

30
 19. This Agreement shall be governed by laws of India and the exclusive
jurisdiction of the Courts in Bangalore shall apply. Any dispute or claim arising out
of or in connection herewith, or the breach, termination or invalidity thereof, shall
be settled by arbitration in accordance with the provisions of Procedure of the
Indian Arbitration & Conciliation Act, 1996. The arbitration tribunal shall be
composed of a sole arbitrator, and such arbitrator shall be appointed mutually by
the Parties. The place of arbitration shall be Bangalore, India and the arbitration
proceedings shall take place in the English language.

20. All modifications and amendments to this agreement must be made in

writing.
21. The agreement and/or any rights arising from it cannot be assigned or
otherwise transferred either wholly or in part, without the written consent of the
other party.

IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS CONFIDENTIALITY AGREEMENT
IN DUPLICATE BY AFFIXING THE SIGNATURE OF THE AUTHORISED REPRESENTATIVES AS OF THE
DATE HEREIN ABOVE MENTIONED.

Karnataka State Electronics

Development Corporation Limited
Signature 1 Signature 1

Name Name
Désignation Désignation
Place Bangalore Place Bangalore
Date Date
Signature 2

Name
Désignation

Place Bangalore
Date

Widnes 1 Witness 1
Name Name
Désignation Désignation
Place Bangalore Place
Date Date

31
 ANNEXURE - 10

CONSORTIUM AGREEMENT

This Consortium Agreement (“Agreement”) is entered into on this, the ____ day of
______ month, 2016 at Bangalore.

BY AND BETWEEN

M/S. KARNATAKA STATE ELECTRONICS DEVELOPMENT CORPORATION LIMITED

(KEONICS) a company duly incorporated under the Companies Act, 1956 having
its registered office at 2nd Floor, A Block, BMTC TTMC Building, KH Road,
Shanthinagar, Bangalore - 560 027 and represented by its Managing Director
(hereinafter referred to as “KEONICS” which expression shall, unless repugnant to
or excluded by the context hereof, be deemed to mean and include its legal
representatives and permitted assigns) of the FIRST PART;

AND

M/S -------------------------------------------------------------, a Company

incorporated under Companies Act, having its registered office at -------------,
(hereinafter referred to as the “-------------”), represented by its Managing Director
Mr. --------------------------, (which expression shall unless repugnant to the
context or meaning shall include its executors, successors-in-interest, legal
representatives, administrators and assigns) as the Party of the SECOND PART.

For the purposes of this Agreement, KEONICS and ------------- shall be individually
referred to as “Party” and collectively as “Parties”.

WHEREAS:

A. KEONICS is an ISO 9001:2015 certified Government of Karnataka

enterprise, engaged in the business of promoting electronics industries in
Karnataka through the provision of high quality infrastructure for IT
industries, spreading IT education to the masses and providing products
and service for e-Governance.

B. ------------- is inter alia engaged in the business of ------------

(hereinafter referred to as the “ Products, projects, services”)

C. KEONICS has invited Expression of Interest for Pre-qualification of

Business Associates. This was to enable KEONICS to select consortium
partners as and when required for participation in different tenders. M/s.
------------- has qualified as Business Associate in category “-------------”

32
 and are eligible for consideration as consortium partner. ------------------
----------------------------------------. M/s. ------------- qualify as per the
tender conditions and hence this agreement.

D. The consortium is applicable for a tender for “------------------------------

------- invited by ----------

NOW, THEREFORE, the Parties hereby agree as follows:

CLAUSE.1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

1.1.1 “Agreement” shall mean this Consortium Agreement entered into on the
Effective Date;

1.1.2 “Applicable Laws” shall mean all applicable laws, bye-laws, statutes, rules,
regulations, orders, ordinances, notifications, codes, guidelines, policies,
notices, directions, writs, injunctions, judgments, decrees or other
requirements or official directive of any court of competent authority or of
any competent governmental authority or person acting under the authority
of any court of competent authority or of any competent governmental
authority of the Republic of India, whether in effect on the date of this
Agreement or thereafter;

1.1.3 “Bid” shall have the meaning given to it in Clause 2.1 of this Agreement;

1.1.4 “Business Day” shall mean any day other than a Saturday, Sunday or a
day on which either the state or national banks in India are not open for the
conduct of normal banking business;

1.1.5“Claim” shall have the meaning given to it in Clause 10.1 of this Agreement;

1.1.6“Confidential Information” shall mean:

A. Any and all information, whether written, oral or otherwise, concerning the
business, operations, prospects, trade secrets and confidential, technical and
business information or data in whatever form including, without limitation,
any commercial, financial, technical or operational information, product

33
 specifications, data, data analysis and materials concerning current, future or
proposed equipment, materials, apparatus, processes, formulations, graphs,
notes, extracts, materials, reports, design specifications, charts, studies,
photographs, samples, techniques, drawings, specifications, production
quantities, costs, suppliers, customers, know-how, business concepts, prices
and pricing methods, marketing information, existing or planned projects,
technology, finances (including revenue projections, cost summaries, pricing
formulae), clientele, current and anticipated customer requirements,
markets, market studies and the like which is disclosed by the Disclosing
Party to the Receiving Party and all analyses, compilations, studies,
prototypes or other documents or materials prepared by the Receiving Party
which may incorporate such information; and

B. the existence or contents of this Agreement or of any discussions or

exchanges pursuant hereto.

1.1.7“Effective Date” shall mean the day of execution of this agreement;

1.1.8“KEONICS” shall mean M/s. Karnataka State Electronics Development

Corporation Limited (KEONICS) a company duly incorporated under the
Companies Act, 1956 having its registered office at 2nd Floor, A Block, BMTC
TTMC Building, KH Road, Shanthinagar, Bangalore - 560 027 and
represented by its Managing Director;

1.1.9“Procurement Entity” shall have the meaning given to it in Recital D of this

Agreement;

1.1.10“Products/Services” shall have the meaning given to it in Recital D of this

Agreement;

1.1.11“PARTNER” shall mean M/S --------------------------------------------------

-----------, a Company incorporated under Companies Act, having its
registered office at ---------------------------------------------------------------
, (hereinafter referred to as the “PARTNER”), represented by its Managing
Director Mr. -------------------------------------------------------------------

1.1.12“PARTNER Consideration” shall have the meaning given to it in Clause 6 of

this Agreement;

1.1.13“Tender” shall have the meaning given to it in Recital D of this Agreement;

34
1.1.14“Tender Contract” shall have the meaning given to it in Clause 5.1.1 of this
Agreement;

1.1.15“Term” shall have the meaning given to it in Clause 12 of this Agreement.

1.2 Interpretation

1.2.1 The headings and indices are inserted for reference only and shall not affect
the construction/interpretation of this Agreement;

1.2.2 This Agreement is divided into Clauses, each Clause consisting of sub-
clauses;

1.2.3 All schedules and annexure to the Agreement, including those as modified
or amended from time to time by the Parties after mutual consent, shall be
deemed to be a part of the Agreement;

1.2.4 Where the day by which anything is to be done is not a Business Day, that
thing must be done by the successive Business Day;

1.2.5 References in this Agreement to statutory provisions shall be construed as

references to those provisions as modified or re-enacted from time to time
(whether before or after the date of this Agreement) and to any subordinate
legislation made under such provisions and shall include references to any
repealed statutory provision which has been so re-enacted (whether with or
without modification);

1.2.6 No provisions of this Agreement shall be interpreted in favour of, or

against, any Party by reason of the extent to which such Party or its counsel
participated in the drafting hereof or by reason of the extent to which any
such provision is inconsistent with any prior draft hereof.

CLAUSE. 2 COLLABORATION
2.1 KEONICS proposes to submit a technical and financial bid under the two-cover
system in response to the Tender for which PARTNER has agreed in
compliance with the term and conditions of the Tender (“Bid”).

35
2.2 In addition to conforming to the terms and conditions of the Tender, PARTNER
agrees that it will also comply with the requirements specified under this
Agreement.

2.3 Further, the Parties also agree that upon submission of the Bid, the Parties
shall not submit alternative or competitive bids for the same tender in their
individual capacities or in collaboration with any third party for the Tender.

CLAUSE.3 PREPARATION AND FINALISATION OF BID DOCUMENTS

3.1 Preparation and Finalisation of Documents

3.1.1 The Parties agree that KEONICS will be responsible for the preparation and
procurement of any and all documents as may be necessary for the
submission of the Bid.

3.1.2 Such documents prepared and procured by KEONICS shall not be included in
the Bid unless expressly confirmed by PARTNER.

3.2 Submission of Warranty and Guarantee

3.2.1 PARTNER agrees that it will provide valid and legally binding Support and
Maintenance in accordance with the terms and conditions of the Tender.

CLAUSE.4 SUBMISSION OF THE BID

4.1 Submission of Documents

4.1.1 The Parties agree that all documents required to be submitted for the
Tender under the Bid will be submitted on or before the last date for
submission of documents as specified in the Tender.

4.2 Payment of Earnest Money Deposit

4.2.1 The Parties understand that due to the Bid being submitted in the name of
KEONICS, that the responsibility for payment of any earnest money deposit
in accordance with the terms and conditions of the Tender will lie with
KEONICS.

36
4.3 Clarifications and Corrections

4.3.1 In the circumstance that the Procurement Entity requires any clarifications
or corrections to be submitted in relation to the Bid, the Parties agree that
they will jointly prepare and submit such clarification or correction to the
Bid.

4.4 Representation During Opening of Bid

4.4.1 The Parties agree that 1 (one) representative from each Party shall be
present at any and all bid opening meetings conducted by the Procurement
Entity in relation to the Tender.

CLAUSE. 5 JOBS TO BE DONE AFTER RECEIPT OF LOA

5.1 Signing of Tender Contract

5.1.1 Upon KEONICS being awarded a contract in relation to a Bid submitted for
the Tender, the Parties agree that KEONICS will be the sole signatory for
such tender agreement with the Procurement Entity (“Tender Contract”).

5.2 Submission of Performance Security

5.2.1 In the circumstance that a performance security is required to be submitted

by the Parties in relation to the Bid for the Tender, KEONICS will submit the
same and equal amount of back to back performance security shall be
provided by M/s. ------------- on the same terms and conditions.

5.3 Delivery and Installation of PROJECT

5.3.1 PARTNER shall be responsible for services & products and supply the same
to KEONICS after receipt of LOA.

5.3.2 KEONICS shall procure the services & products supplied by the PARTNER for
execution of the orders of the tender.

37
5.3.3 KEONICS shall be responsible for despatch, delivery and execution of the
project and may entrust the same to PARTNER/or any other competent
parties.

5.3.4 KEONICS and PARTNER will maintain offices and manpower at project
locations as per terms and conditions of the tender.

5.3.5 Subsequent to supply and installation, KEONICS and ------------- will jointly
work for obtaining the Work Completion Certificates.

CLAUSE.6 SHARING OF INCOME FROM BID

The Parties agree that any and all consideration paid to KEONICS by the
Procurement Entity subsequent to completion of project in relation to a successful
Bid for the Tender, will be shared amongst them. Sharing of the amount shall be
decided by KEONCIS and PARTNER separately.

CLAUSE.7 SERVICE AND SUPPORT

7.1 PARTNER agrees that it will be responsible for providing support for --------
------------ year warranty and ---------------year AMC period for PROJECT as
per terms and conditions of the tender.

7.2 The Service Response Time will be as per terms and conditions of the tender.

CLAUSE.8 CONFIDENTIALITY

8.1 Each of the Parties agrees that, it will treat as confidential and not use for its
own purposes or disclose without the prior written consent of the other Party
to any third party any Confidential Information, including, without limitation,
any operational or technical data, know-how or other information, business
and strategic plans, discoveries, production methods, designs, financial and
accounting information, sales and marketing data, customer lists and
information, except for the cases where such information:

8.1.1exists in the public domain, or

8.1.2 if already available to such Party at the moment of its disclosure, or

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8.1.3 subsequently passes into the public domain other than through the violation
of this Agreement, or

8.1.4 is required to be disclosed in accordance with the directions or orders issued

by a relevant authority under the Applicable Laws

8.1.5 is subsequently made available by such Party to a third party in a legal

manner.

CLAUSE.9 INDEMNITY

9.1 PARTNER will indemnify and hold harmless KEONICS, its officers, directors,
employees, sub-licensees, customers and agents from any and all claims,
losses, liabilities, damages, expenses and costs (including attorneys’ fees and
court costs) which result from a breach or alleged breach of this Agreement,
failure to supply the Products, and any other breach by PARTNER M/s. ---------
---- undertakes to bear cost of any litigations arising of the tender.

CLAUSE. 10 LIMITATION OF LIABILITY

10.1 The Parties acknowledge and agree that in no event shall either Party be liable
to the other for any special, indirect, incidental or consequential damages in
any way relating to the projects, products and services proposed to be
implemented, even if such Party has been notified of the possibility or
likelihood of such damages occurring. In no event will either Party’s liability for
any damages to the other Party or to any third party arising out of or relating
to the project, products and services proposed to be implemented, ever
exceed the value of such project, product or service, regardless of the form of
action, whether in contract, negligence, product liability or otherwise.

CLAUSE.11 GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION

11.1 This Agreement shall be governed by and interpreted in all respects in

accordance with the laws of the Republic of India.

11.1 Subject to the provisions made in Clause 12.3, the Parties hereby submit to
the exclusive jurisdiction of the courts of Bangalore, India.

39
11.2 All disputes arising out of or in relation to this Agreement shall be settled
amicably by the Parties. In the event no amicable settlement is arrived at
within a period of thirty (30) days from the date of first initiation of the dispute
by one Party to other, the Parties shall resolve the dispute by means of
arbitration pursuant to the Arbitration and Conciliation Act, 1996.

11.3 The arbitration shall be conducted by an arbitral tribunal comprising of 1 (one)

arbitrator mutually appointed by the Parties.

11.4.1. The arbitration proceedings shall be conducted in English language only and
the venue for arbitration shall be Bangalore, India;

11.4.2.The award of the arbitral tribunal shall be final and binding on the Parties.

CLAUSE.12 TERM AND TERMINATION

12.1 The Parties agree that this Agreement is being entered into solely for the
purposes of the Tender and hence, will commence on the Effective Date and
will terminate automatically either upon (“Term”):

12.1.1 Failure to procure a Tender Contract by KEONICS; or

12.1.2 Upon completion of support period provided by both the parties in

accordance with the terms and conditions of the Tender subsequent to the
award of a Tender Contract (“Term”).

12.2 Notwithstanding the above, KEONICS will have the power to terminate this
Agreement prior to the completion of the Term by providing 30 (thirty) days’
notice to PARTNER upon occurrence of any of the following events:

12.2.1 Breach of any of the terms and conditions of this Agreement by PARTNER.

12.2.2 Breach of any and all representations and warranties provided by PARTNER
under this Agreement;

12.2.3 Failure by PARTNER to provide services and supply the products in

accordance with this Agreement and the Tender Contract; and

40
12.2.4 Failure by PARTNER to provide any Support in accordance with this
Agreement and the Tender Contract.

12.2.5 Notwiths
tanding the above PARTNER will have the power to terminate this Agreement prior
to the completion of the Term by providing 30 (thirty) days’ notice to
KEONICS upon occurrence of any of the following events:

12.2.6 Breach of any of the terms and conditions of this Agreement by KEONICS;

12.2.7 Non receipt of back-to-back payment receivable by PARTNER from KEONICS,

after the receipt of any portion of payment by KEONICS from the paying
authority.

CLAUSE.13 ASSIGNMENT

13.1This Agreement will ensure to the benefit of and be binding upon the Parties
and their respective legal heirs, successors and/or permitted assigns, as the
case may be. This Agreement shall not be assigned by any of the Parties
without the prior written consent of the other Parties.

CLAUSE.14 SEVERABILITY

14.1 If any provision or any part of a provision of this Agreement is invalid,

unenforceable or prohibited by Applicable Laws, such provision or part of
provision if this Agreement shall be severed from this Agreement and shall be
considered divisible as to such provision or part thereof and such provision or
part thereof shall be inoperative between the Parties hereto and shall not be
part of the consideration moving between the Parties hereto and the
remainder of this Agreement shall be valid and binding and of like effect as
though such provision was not included herein.

CLAUSE.15 NOTICES

51.1 Any notice or other communication required to be sent under this Agreement
shall be sent or delivered to the receiving party at the postal address and e-
mail set forth below, or at such other address as the Parties may from time to
time designate in writing:

41
 Kind The Managing Director, KEONICS
Attention
IN THE CASE
OF NOTICES Address 2nd Floor, A Block, BMTC TTMC Building, KH
TO KEONICS Road, Shanthinagar, Bangalore - 560 027

Kind The Managing Director, -------------

Attention
IN THE CASE
OF NOTICES Address --------------------------------------------------
TO ------------ -----------.
-
-------------------

15.2 Any notice or other communication shall be sent by speed post or registered
mail, email, and facsimile or by hand delivery. All notices referred in this
Agreement or other communications shall be deemed to have been duly given
or made:

15.2.1 7 (seven) Business Days after being deposited in the mail with postage pre-
paid; and

15.2.2 If delivered by facsimile or e-mail, when the activity report confirms

successful transmission.

CLAUSE. 16 INDEPENDENT CONTRACTORS

16.1 KEONICS and PARTNER are and at all times shall be and remain independent
contractors as to each other, and at no time shall either be deemed to be the
agent of the other, and no joint venture, partnership, agency or other
relationship shall be created or implied hereby or here from. Except as is
expressly set forth herein, each Party shall bear full and sole responsibility for
its own expenses, liabilities, costs of operation and the like.

CLAUSE.17 COUNTERPARTS
17.1 This Agreement may be executed in one or more counterparts, each of which
will be deemed to be an original and all such counterparts will together
constitute one and the same Agreement.

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CLAUSE. 18 ENTIRE UNDERSTANDING
18.1 This Agreement contains the entire understanding between the Parties,
superseding all prior communications, agreements, and understandings
between the Parties with respect to the Purpose of this Agreement.

IN WITNESS WHEREOF the Parties have executed this Agreement on the day,
month, and year mentioned above.

SIGNED AND DELIVERED by

Karnataka State Electronics Development Corporation Ltd., Bengaluru on

behalf of the FIRST PART

SIGNED AND DELIVERED by

-------------, Authorised Signatory, -----------------------------------------------

--------------., ------------- on behalf of the SECOND PART

WITNESS:

1.

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 ANNEXURE - 11

Bank Guarantee

B.G. No. Dated:

In consideration of you, Karnataka Electronics Development Corporation Limited

(KEONICS), having its office at II Floor, TTMC, A Block, BMTC, Shanthinagar, K.H.
Road, Bengaluru - 560 027, (hereinafter referred to as the “Authority”, which
expression shall unless it be repugnant to the subject or context thereof include its,
successors and assigns) having agreed to receive the ---------------------------------
------------------------- (hereinafter referred to as the “Business Associate” which
expression shall unless it be repugnant to the subject or context thereof include
its/their executors administrators, successors and assigns), for _________ we
[Name of the Bank] having our registered office at _____________ and one of its
branches at ____________ (hereinafter referred to as the “Bank”), at the request
of the Business Associate, do hereby in terms of the and Letter of Intent bearing
No: _____ dated _____, irrevocably, unconditionally and without reservation
guarantee the due and faithful fulfillment and compliance of the terms and
conditions of the Letter of Intent by the said Business Associate and unconditionally
and irrevocably undertake to pay forthwith to the Authority an amount of Rs.
_____ (Rupees ______ only) as bank guarantee (hereinafter referred to as the
“Performance guarantee”) as our primary obligation without any demur,
reservation, recourse, contest or protest and without reference to the Business
Associate if the Business Associate shall fail to fulfill or comply with all or any of the
terms and conditions contained in the said Letter of Intent.

1. Any such written demand made by the Authority stating that the Business
Associate is in default of the due and faithful fulfillment and compliance with
the terms and conditions contained in the Letter of Intent shall be final,
conclusive and binding on the Bank.

2. We, the Bank, do hereby unconditionally undertake to pay the amounts due
and payable under this Guarantee without any demur, reservation, recourse,
contest or protest and without any reference to the Business Associate or any
other person and irrespective of whether the claim of the Authority is
disputed by the Business Associate or not merely on the first demand from
the Authority stating that the amount claimed is due to the Authority by
reason of failure of the Business Associate to fulfill and comply with the
terms and conditions contained in the Letter of Intent including failure of the
said Business Associate to keep its offer open during the validity period as

44
 set forth in the said Letter of Intent for any reason whatsoever. Any such
demand made on the Bank shall be conclusive as regards amount due and
payable by the Bank under this Guarantee. However, our liability under this
Guarantee shall be restricted to an amount not exceeding Rs._________
(Rupees _________ only)

3. This Guarantee shall be irrevocable and remain in full force for a period of 6
months (six months) from the signing of the contract including claim period
of 90 (ninety) days or for such extended period as may be mutually agreed
between the Authority and the Business Associate, and agreed to by the
Bank, and shall continue to be enforceable till all amounts under this
Guarantee have been paid.

4. We, the Bank, further agree that the Authority shall be the sole judge to
decide as to whether the Business Associate is in default of due and faithful
fulfillment and compliance with the terms and conditions contained in the
Letter of Intent including, inter alia, the failure of the Business Associate to
keep its Bid open during the Bid validity period set forth in the said Letter of
Intent, and the decision of the Authority that the Business Associate is in
default as aforesaid shall be final and binding on us, notwithstanding any
differences between the Authority and the Business Associate or any dispute
pending before any Court, Tribunal, Arbitrator or any other Authority.

5. The Guarantee shall not be affected by any change in the constitution or

winding up of the Business Associate or the Bank or any absorption, merger
or amalgamation of the Business Associate or the Bank with any other
person.

6. In order to give full effect to this Guarantee, the Authority shall be entitled to
treat the Bank as the principal debtor. The Authority shall have the fullest
liberty without affecting in any way the liability of the Bank under this
Guarantee from time to time to vary any of the terms and conditions
contained in the said Letter of Intent or to extend time for submission of the
Bids or the Bid validity period or the period for conveying acceptance of
Letter of Award by the Business Associate or the period for fulfillment and
compliance with all or any of the terms and conditions contained in the said
Letter of Intent by the said Business Associate or to postpone for any time
and from time to time any of the powers exercisable by it against the said
Business Associate and either to enforce or forbear from enforcing any of
the terms and conditions contained in the said Letter of Intent or the
securities available to the Authority, and the Bank shall not be released from

45
 its liability under these presents by any exercise by the Authority of the
liberty with reference to the matters aforesaid or by reason of time being
given to the said Business Associate or any other forbearance, act or
omission on the part of the Authority or any indulgence by the Authority to
the said Business Associate or by any change in the constitution of the
Authority or its absorption, merger or amalgamation with any other person or
any other matter or thing whatsoever which under the law relating to
sureties would but for this provision have the effect of releasing the Bank
from its such liability.

7. Any notice by way of request, demand or otherwise hereunder shall be

sufficiently given or made if addressed to the Bank and sent by courier or by
registered mail to the Bank at the address set forth herein.

8. We undertake to make the payment on receipt of your notice of claim on us

addressed to [name of Bank along with branch address] and delivered at our
above branch who shall be deemed to have been duly authorized to receive
the said notice of claim.

9. It shall not be necessary for the Authority to proceed against the said
Business Associate before proceeding against the Bank and the guarantee
herein contained shall be enforceable against the Bank, notwithstanding any
other security which the Authority may have obtained from the said Business
Associate or any other person and which shall, at the time then proceedings
are taken against the Bank hereunder, be outstanding or unrealised.

10.We, the Bank, further undertake not to revoke this Guarantee during its
currency except with the previous express consent of the Authority in writing.

11.The Bank declares that it has power to issue this Guarantee and discharge
the obligations contemplated herein, the undersigned is duly authorized and
has full power to execute this Guarantee for and on behalf of the Bank.

Signed and Delivered by ____________ Bank

By the hand of Mr./Ms ____________, its ____________ and authorized official.

(Signature of the Authorized Signatory)

(Official Seal)

46
 KARNATAKA STATE ELECTRONICS DEVELOPMENT CORPORATION LTD
2nd Floor, A Block, BMTC Complex, Shanthinagar, KH Road, BANGALORE- 560001.
FAX: 080-22232652, 080-22225645

EOI FOR PRE-QUALIFICATION OF BUSINESS ASSOCIATES - SINGLE COVER

SYSTEMS -NOTIFICATION
(Through e-Procurement only)

No: KSEDC/ITS/EOI-PQBA/01/2019-20 Date: 04.05. 2019

EXPRESSION OF INTEREST INVITED FOR PRE-QUALIFICATION OF BUSINESS

ASSOCIATES FOR “ORIGINAL EQUIPMENT MANUFACTURERS, PROPRIETARY,
PARTNERSHIP, PUBLIC/ PRIVATE LIMITED FOR SUPPLY, INSTALLATION &
COMMISSIONING, EXECUTION & MAINTENANCE OF VARIOUS PRODUCTS AND
PROJECTS” LAST DATE FOR SUBMISSION OF EOI 15.05.2019, 04:00 PM. For
further details login: www.eproc.karnataka.gov.in or contact helpdesk no.080-
25501216/25501227. Contact person is Shri. Krishnamurthy R, Asst. Manager-
Technical, Phone - 080 - 22225645 and mobile - 9731560741.

DIRECTOR (OPERATIONS)

47