1. The Bidder agrees that the Bidder shall not be entitled to assign any or all of its rights and/or obligations under this tender and subsequent agreement to any entity including Bidder’s affiliate without the prior written consent of the Bank.
2. If the Bank undergoes a merger, amalgamation, takeover, consolidation, reconstruction, change of ownership, etc., this RFP/contract shall be considered to be assigned to the new entity and such an act shall not affect the rights of the Bank and the Bidder under this RFP.
deliverables and the Bank against losses arising out of this tender and subsequent Agreement/Contract and such insurance shall be valid until such time they are delivered, installed, commissioned and accepted by the Bank. Insurance coverage post the acceptance through to the period of the contract will be independently done by the Bank.
2. The Bidder shall cause its insurers to issue certificates of insurance evidencing that the coverage and policy endorsements required under this RFP are maintained in force and that not less than thirty (30) days’ written notice shall be given to the Bank prior to any modification, cancellation, or non- renewal of the policies. The Bidder shall provide copies of the insurance to the Bank. The insurers selected by the Bidder shall be of good standing and authorized to conduct business in all jurisdictions in which this tender and subsequent Agreement/Contract is to be performed.
3. In the case of loss or damage or other event that requires notice or other action under the terms of any insurance coverage, the Bidder shall be solely responsible to take such action. The Bidder shall provide the Bank with contemporaneous notice and with any other information that the Bank may request regarding such event. The Bank shall provide to the Bidder reasonable assistance and cooperation, at the Bidder’s expense, with respect to any insurance claim. The Bidder shall not hold the Bank responsible for rejection of the insurance claims of the Bidder by the insurer.
4. The Bidder’s obligation to maintain insurance coverage hereunder shall be in addition to, and not in lieu of, the Bidder’s other obligations hereunder, and the Bidder’s liability to the Bank shall not be limited to the amount of coverage required hereunder.
13.11.
Inspection of Records
All Bidder records with respect to any matters covered by this tender shall be made available to the Bank or its designees at any time during normal business hours, as often as the Bank deems necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Said records are subject to examination. Bank would execute confidentiality agreement with the Bidder, provided that the auditors would be permitted to submit their findings to the Bank, which would be used by the Bank. The cost of the audit will be borne by the Bank. The scope of such audit would be limited to Service Levels being covered under this RFP and subsequent contract, and financial information would be excluded from such inspection, which will be subject to the requirements of statutory and regulatory authorities. The Bidder’s records and sites managed for the Bank shall also be subject to Regulator/Bank inspection.
13.12.
Escrow Mechanism
1. The Bank and the Bidder shall agree to appoint an escrow agent to provide escrow mechanism for the deposit of the source code for the integrated HRMS software supplied/procured by the Bidder to the Bank in order to protect its interests in an eventual situation. In case of a disagreement between the Bank and the Bidder regarding appointment of an escrow agent, the Bank shall appoint an escrow agent in its entire discretion which shall be final and binding on the Bidder. The Bank and the Bidder shall enter into a tripartite escrow agreement with the designated escrow agent, which will set out, inter alia, the events of the release of the source code and the obligations of the escrow agent. Costs for the Escrow will be borne by the Bidder. As a part of the escrow arrangement, the final selected Bidder is also expected to provide a detailed code documentation of the integrated HRMS application which has been duly reviewed by an external independent organization.
2. The Escrow arrangement suggested by the Bidder shall not be binding on the Bank. The Bank reserves the right to explore alternate escrow mechanisms based on the Bank's existing practices. The Bank and the Bidder may enter into such escrow arrangement that is mutually agreed upon by the two parties.
13.13.
Publicity
The Bidder shall not make any press releases or statements of any kind including advertising using the name or any service marks or trademarks of the Bank regarding the contract or the transactions contemplated hereunder without the explicit written permission of the Bank. The Bidder shall not, use the Bank's name as a reference, without the express written permission of the Bank first being obtained, and then only strictly in accordance with any limitations imposed in connection with
providing such consent. The Bank agrees not to use the Bidder’s trade or service marks without the Bidder’s prior written consent.
13.14.
Solicitation of Employees
During the term of the Contract and for a period of two years after any expiration of the contract period/termination or cancellation of the Contract, both the parties agree not to hire, solicit, or accept solicitation (either directly, indirectly, or through a third party) for their employees directly involved in this contract during the period of the contract and two year thereafter, except as the parties may agree on a case-by-case basis. The parties agree that for the period of the contract and two year thereafter, neither party will cause or permit any of its directors or employees who have knowledge of the agreement to directly or indirectly solicit for employment the key personnel working on the project contemplated in this proposal except with the written consent of the other party.
The above restriction would not apply to either party for hiring such key personnel who
1. initiate discussions regarding such employment without any direct or indirect solicitation by the other party; or
2. respond to any public advertisement placed by either party or its affiliates in a publication of general circulation
13.15.
Bidder’s Liability
1. The Bidder’s aggregate liability in connection with obligations undertaken as a part of the project regardless of the form or nature of the action giving rise to such liability (whether in contract, tort or otherwise), shall be at actual and limited to the value of the contract. The Bidder’s liability in case of claims against the Bank resulting from misconduct or gross negligence of the Bidder, its employees and subcontractors or from infringement of patents, trademarks, copyrights or such other Intellectual Property Rights or breach of confidentiality obligations shall be unlimited.
2. The Bank shall not be held liable for and is absolved of any responsibility or claim/litigation arising out of the use of any third party software or modules supplied by the Bidder as part of this RFP. In no event shall the Bank be liable for any indirect, incidental or consequential damages or liability, under or in connection with or arising out of this tender and subsequent agreement or the hardware or the software delivered hereunder, howsoever such liability may arise, provided that the claims against customers, users and service providers of the Bank would be considered as a direct claim.
13.16.
Negligence
In connection with the work or contravenes the provisions of general terms, if the selected bidder neglects the work with due diligence or expedition or refuses or neglects to comply with any reasonable order given to him in writing by the bank, in such eventuality the bank may after giving notice in writing to the selected bidder, calling upon him to make good the failure, neglect or contravention complained of , within such timelines as may be deemed reasonable and in default of the said notice, the bank shall have the right to cancel the contract holding the selected bidder liable for the damages that the bank may sustain in this behalf. Thereafter, the Bank is to be compensated for good the failure at the risk and cost of the selected bidder.