Section & Clause,Ref. No./Annexure No. Sr No. Page no RFQ Text Query Response to Query

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1 Corporation Bank - Head Office: Mangalore Request for Proposal Selection of Service Provider for User Acceptance Test (UAT) & Automation Testing RFQ Tender Number: /16 Response to Pre Bid Queries - Dated 07 th November, 2015 Sr No Section & Clause,Ref. No./Annexure No Page no RFQ Text Query Response to Query Page 6 Does co-existence testing cover testing all interfaces Yes, Bidder has to cover testing of all interfaces Page 7 How many interfaces in total are in scope for testing? From which location the project be executed? Bidder Office or Client Provided Location? Project has to be executed from Corporation Bank PMO office which is located in Mangalore Which Mobile Operating Systems and Versions are benchmarked for Test Automation? Mobile Version Platforms like Windows, Android, IOS etc. Support should be for all the latest and N-1 Version Which Browsers and its versions should the automated scripts be benchmarked for execution? Browser and its version such as Internet Explorer version 11 & above, FireFox, Chrome, Microsoft Edge. Support should be for all the latest and N-1 Version Does the bank has or will provide a Bidder is required to factor for all the separate Test Automation Environment? Or environment the Automation Team will have to share the Test Environment with other test teams viz Manual UAT, Regression Team or Development Team? Does the bank allow back dated Yes transactions in the Test Environment for the purpose of Testing? For example: Creating a back dated transaction for testing charges applicable Or Creating a Loan Account back dated to test NPA etc Page 7 Does the bank have Functional specification documents (FSDs) and Business Requirement Documents (BRDs) for all the business applications mentioned in RFP Yes, Bank will provide all the document to the selected Bidder The Bank expects the SP to bring in all Hardware, Software, skilled resources and any other associated technology /non-technology solution deemed fit to complete the scope. The Bank will provide space in Data Center for installing the Hardware/Software xiii 10 The bidder must provide three years warranty on the Hardware and Software The prices are inclusive of all Taxes and Statutory levies, excise duty, customs duty etc. Is vendor expected to bring following components also? - PCs, OS and Office software required for Manual testing team - PCs, OS, Office software and Database required for Automated test suite? - PCs, OS, Office software and Database required for test management tool? Bank will provide desktop loaded with OS and Office Software for testing Bidder is required to factor in all the software including database which are required for Automated test suite Bidder is required to factor in all the software including database which are required for test management tool Does bank wants to include Script Yes, Bank wants to include Script and maintenance as part of support? OR Bank's software maintenance as part of support employee will maintain scripts and support is needed for underlying technology software only? How will the changes in tax rates be treated? Will SP be allowed to re calculate price inclusive of taxes? All taxes, duties, octroi, excise, customs, insurance and other relevant cost should be factored by the bidder as prevalent as on the day of bidding. Any increase/ decrease in these regulatory provisions will be adjusted on the date of invoicing Schedule of Implementation Schedule of implementation is giving dates for Go Live. Can bank share Schedule of delivery for testing so that we know the possible available time for testing? Schedule of Implementation Can bank share latest schedule of implementation? The UAT and Regression test should Automation customization and suite be completed to meet the above creation would take more time. UAT sign timelines. Atleast, three levels of offs will be available as per schedule, manual and automated UAT should automation scripts will be available for happen for core banking, on migrated future regressions. data. Testing has to be completed before the golive dates Implementation Schedule is as per the timelines mentioned in the RFP Manual, UAT and automated testing has to be completed before Go-Live

2 10 Annexure VII 47 and 6 Page 47 Is it scope for automated test suite to be limited to following 5 business applications as mentioned on Page 47 (13. Annexure VII Commercial Bid Part - B, Point 3) v/s List of applications on Page 6 (3. SCOPE OF WORK FOR UAT, AUTOMATION TESTING & DATA ASSURANCE SECTION) list of applications mentioned : and Page 6 1. Core Banking 2. Trade Finance 3. Internet Banking 4. Mobile Banking 5. Government Business 11 Sec 3-7 Scope-The selected service provider Are the scoped applications being newly will be required to provide the services implemented now, by replacing legacy of professional testing in UAT, Regression Testing and setup applications? If NO, then, we assume that UAT scope will be limited to changed automated comprehensive regression functionality. Pl confirm. testing solution for the above listed applications including testing of customizations/modifications as may be implemented by the Bank during the contract period All the application are being newly implemented by replacing legacy application Hence the bidder is required to check all the functionalities 12 Sec 3-Regression test 13 Sec 3- Test Environment - 7 We assume that you do not have regression test suit. Pl confirm our understanding. If YES, can we have the Bank doesn t have any Regression test suite, Bidder is required to factor in all the software and hardware related to existing regression testware ( Post contract Regression test sign) 7 Point # i-setting up UAT Process Please provide test environments landscape for different type of testing execution. How many interim environments are currently used in bank before it reaches Production? (e.g. Dev.->SIT->QA->UAT- >Stage->Production) 14 Sec 3- Finacle modules 6 Please provide list of the various Finacle modules implemented and any additional modules for version of Finacle. 15 Sec UAT - 7 Can you share current process with us? Process will be shared with the selected bidder 16 Sec UAT - 7 Point # xii-testing of interface of the applications with CBS suite and delivery channels Can you share list of interfaces and delivery channels 17 Sec UAT - 7 Point # xii-testing of interface of the allied applications taken along with CBS software 18 Sec UAT - 7 Point # iv-development of test cases including Functional, Business Processes and Interface based on Business requirement Can you share list of allied/3rd party application. Would l bank provide service provider their application and interface walkthrough? If available: Can you share exiting testware? ( Post contract sign) Details will be shared with the selected bidder Bank doesn't have any test case, Bidder has to create and get the test cases validated with the Bank 19 Sec UAT - Point # ix- 7 Assist the Bank s teams in testing the application software for functionality, operational convenience, security and controls Security & control refer to user control / access rights and not security testing? Pl confirm our understanding Yes 20 Sec UAT - 7 Testing will be done in LAN, WAN and Is this environment within the premises of Point # x- Internet environment Bank? 21 Sec 3-Tools- 7 The bidder is expected to use only Is the Bank ok to have SAAS model for the licensed OEM supported testing tools test management tool? Yes 22 Sec Broad responsibilities of the Service Provider (SP): Point # i- 9 Establishing a traceable link to the corredo have well documented business requirements for existing applications? Yes, Bank will provide all the document to the selected Bidder

3 23 Sec Broad responsibilities of the Service Provider (SP): Point # iii- 9 Should be able to calculate the effort needed to spend on testing each requirement, based on the requirement s level of business risk and available resources. Is this for BAU release testing of new requirements? How many releases happens during the year? Can you share your last year release plans? Can you provide us expected change efforts during the year? Considering this section, will there be a due diligence on the business requirements (functional specifications) to revise the estimate, if any, as only module names have been given in RFP? Bank is implementing a new core banking solution and hence as of now no new release will happen 24 Sec Broad responsibilities of the Service Provider (SP): Point # xiii-the bidder must provide three years warranty on the Hardware and Software Does this mean support to tools & software? Is there any penalty factor? Yes Bidder has to support the tools and software for mentioned period in the RFP. 25 Sec Broad responsibilities of the Service Provider (SP): -In addition to the assistance in testing of applications listed above, the Bank may require the Service Provider to assist the Bank in carrying out testing for other applications during the contract. i)applications other than those mentioned in RFP also seem to be in scope. This is ambiguous combining the testing of listed applications and other applications. ii)does this section require us to estimate and quote separately as and when additional requirements are made? i) No ii) If there is any additional Scope the same will treated as a change request and will be treated separately for Scope and Estimates 26 Sec Atleast, three levels of manual and automated UAT should happen for core banking, on migrated data. Would there be any testing involved in nonmigrated env? Is this a fair assumption that Any Data required for testing purpose has Yes, Data Migration activitiy is out of scope. Data Migration activities are out of scope? to be extracted by the bidder 27 Eligibility Criteria - The Bidder should Can this be amended to India and Globally - have executed at least one Functional The Bidder should have executed at least Testing project for core banking system for a scheduled commercial bank with atleast 2000 branches, in India - Purchase Order/Completion certificate one Functional Testing project for core banking system for a scheduled commercial bank with atleast 2000 branches, in India - Purchase Order/Completion certificate 28 Eligibility Criteria - The Bidder should have implemented automated regression testing suite for core banking system for a scheduled commercial bank with atleast 2000 branches, in India Can this be amended to India and Globally - The Bidder should have executed at least one automated regression testing suite project for core banking system for a scheduled commercial bank with atleast 2000 branches, in India - Purchase Order/Completion certificate The TECHNICAL cut-off is 70% for the total scope of UAT & Automation testing In case, if any scenario is breached (either major or minor) in the live implementation which was either not covered in the test cases or cleared in earlier User Acceptance Testing, the Bank will impose a penalty of INR 2,000 per incident Can The TECHNICAL cut-off be at 60% for the total scope of UAT & Automation testing. Please revise the clause the penalty of INR 2000 per incident is on higher side Earnest Money Deposit (EMD) or Bid Security Will EMD and tender deposit be payable if we provide MSME certificate? Bank will examine based on the validation of the MSME certification The prices are inclusive of all Taxes and Statutory levies, excise duty, customs duty etc. How will the changes in tax rates be treated? Will Statutory prices be allowed to re calculate price inclusive of taxes? All taxes, duties, octroi, excise, customs, insurance and other relevant cost should be factored by the bidder as prevalent as on the day of bidding. Any increase/ decrease in these regulatory provisions will be adjusted on the date of invoicing 33 NA NA NA Is Bank open to Onsite-Offsite mix delivery model? 20% testing team work from on site and 80% work from offsite The Bidder should have implemented automated regression testing suite for core banking system for a scheduled commercial bank with atleast 2000 branches, in India Can the branch limit be removed from eligibility criteria for automation testing? Will private bank be considered as scheduled commercial bank? Actual testing has to be performed at the Bank premise in Mangalore. Preparatoty work releated to UAT can be done offsite & 13 A signed declaration from Company secretary to be furnished. Is Chartered Accountant Certificate acceptable instead of Company Secretary? All the declaration can be from a person who is Authorized to sign on behalf of the organization or Company Secretary

4 SCHEDULE OF IMPLEMENTATION 25 Activities Schedule Test strategy document completion Within 5 Days Test cases preparations Within 10 Days Test case execution manual 30 Days Automation frame Development, Testing, Regression and training Within 30 Days 10 days; Need for understanding existing applications 1 month; Our assumption is that,cbs does not have any existing test repository, so this needs to be built from scratch and hence the time line 2 months post start of test execution 3 months; Dependency on manual test cases 37 Would the bank consider only manual testing services? 38 Vendor has an automation team, however, As per RFP terms and conditions bidder is does not have its own automation products required to provide all the related software, or hardware. Should the bank require automation, this can be considered after a database and hardware from day 1 of the project proof of concept with the bank. 39 Will the bank consider offshore based testing services with an onsite team to coordinate the services? The offshore would be based out of Bangalore 40 Please provide the detailed scope with respect to the Modules and Business Products that will be in scope under Core Banking at Corporation Bank. 41 Please clarify if both Retail as well as Corporate / Wholesale Banking are in scope of this engagement? 42 Please provide the detailed scope with respect to the Modules and Business Products that will be in scope under Trade Finance at Corporation Bank. 43 Please provide a brief on the Government Business (Key functionalities or lines of business, etc.) 44 Please provide a brief on the functional testing that is required on Data Archival? Actual testing has to be performed at the Bank premise in Mangalore. Preparatoty work releated to UAT can be done offsite for Modules. Detailed Scope will be provided to the selected bidder Yes, both Retail as well as Corporate / Wholesale Banking are part of the Scope. Detailed Scope will be provided to the selected bidder Government Business Modules consist of all the modules such as Central Civil / Defence / Telecom / Railways /State Pension Payment (CPPC), New Pension Scheme (NPS), Public Provident Fund (PPF), Sr. Citizen Savings Scheme (SCSS),RBI Bonds Module - Presently handled manually by branches, Indian Railways e-freight collection, Tax payment, Revenue Collection & Basic Functionalites. 45 Please provide the list of existing surround systems (apart from the ones mentioned in the RFP) that will be integrated to Finacle. Please use the second tab in the spreadsheet to provide a brief description of the surround systems / interfaces 46 It is mentioned in the RFP that the Bank may require the service provider to assist the bank in carrying out testing for other applications during the contract. Please list those applications 47 Is Internet banking and Mobile banking offered for both Retail as well as Corporate / Wholesale customers 48 Please provide the nature of the mobile application - Is it a native application? What are the Operating System they are offered (ios, Android, Windows) i) No additional application except those mentioned in the RFP ii) If there is any additional Scope the same will treated as a change request and will be treated separately for Scope and Estimates Yes, it is offered for both Mobile Version Platforms like Windows, Android, IOS etc. Support should be for all the latest and N-1 Version 49 Does Corporation Bank use any reporting tool for MIS? How many MIS / Regulatory reports are there in testing scope? Bank will use Finacle MID tool for reporting

5 50 What are the baseline documents that will be shared by Corporation Bank for testing? * Business requirement specification * Functional specification * Interface specification * Change requests (if applicable) * Gap document (if applicable) * Customizations list (if applicable) * User manuals * Report layouts Functional Specification, Current System study and Business Process Document will be shared. In case the bidder needs further details the same can be dicussed with the bank officials 51 Is the testing vendor expected to do Performance and Security testing? If Yes, please respond to the below 52 Total number of users using the system? 53 Concurrent users expected to use the system? 54 What is the business peak and off-peak hours? 55 Is the application accessed across geographical locations? 56 Does Corporation Bank have any licensed tools for performance / security testing? If not, have you planned to procure any tools? 57 We understand from the RFP that the automated testing tool will have to be provided by the service provider as part of the bid. Need to understand whether the bank provide the required infrastructure (desk space, workstation with access, mobiles, tablets and devices) for the performing the testing activities?. 58 Does the bank have any test management tools for test / defect management tool. If no, does the service provider provide it as part of the bid Yes, Application are accessed across locations Bank dosent have any license tools. Bidder is required procure all the hardware, software and tools for performing the scope as mentioned in the RFP Bank will provide desktop loaded with OS and Office Software for testing Bidder is required to factor in all the software including database which are required for test management tool 59 Who is responsible for data migration? Can the data migration plan be shared? 60 How many data migration mock runs have been planned and what is the schedule? 61 We understand Finacle will be replacing the current core banking solution. Are the other systems mentioned in the RFP also replacement from legacy systems or upgrade to a newer version. This is required primarily to understand the nature of testing at each system 62 What is the level of customizations expected on each of the systems listed in the RFP. Please mention in terms of % to the overall scope Yes, Data Migration activitiy is out of scope. Any Data required for testing purpose has to be extracted by the bidder Atleast, three levels of manual and automated UAT should happen for core banking, on migrated data. All the application are being newly implemented by replacing legacy application Hence the bidder is required to check all the functionalities Customization varies from 15-25% depending upon the application 63 What is the current status of the project? As per the timlines mentioned in the RFP 64 Does the bank have a PMO that will manage the engagement? If yes, is the PMO internal or external to the bank? 65 Is there a detailed code drop schedule for the delivery of the various systems. Also, please mention of the scope will be delivered in single code drop or multiple drops)? If the code drops are multiple, please specify the Code drop schedule Bank has a sepearte team for PMO which looks after all the project in the Bank. Detailed Scope will be provided to the selected bidder 66 Page 26 (Tabular Column) - The scheduled Go-live / Roll-out for the first 5 systems are between Nov.2015 and Dec Are these dates still valid, else please provide the revised Go-live schedule Dates are still Vaild.

6 67 On the timelines mentioned in Page 25 of the RFP for test strategy document completion, test cases preparation, test case execution manual, automation frame development - Can the service provider propose alternate schedule 68 Please let us know if System testing / System integration testing has been planned. If so, please let us know the System Integration Testing timelines and party performing it 69 It is mentioned in the RFP that the automation tool should support UI-Less testing. Is there any expectation from the bank on API or middleware testing specifically? 70 Is the three rounds of UAT (manual and automated) specific only to the Core banking or is this applicable to the other systems in the RFP? 71 Does Corporation Bank have any preference with respect to near-shoring. If near-shore is an option, will Corporation Bank provide us connectivity for accessing the test environments from our premises It is for all the application mentioned in the RFP Actual testing has to be performed at the Bank premise in Mangalore. Preparatoty work releated to UAT can be done offsite. Any connectivity if required by the bidder has to be factored by them 72 Is the testing vendor expected to do post go-nolive Vendor is not required to give any post support? go-live support. Support would be required till the UAT is completed for all the modules mentioned in the RFP Is it possible to provide an extension of the last date by a week Coexistence Testing -- This cannot be a Business Appplication but Coexistence has to be tested for each of the Business Applications as part fo the UAT Yes, Your understanding is correct , 3.2 7, 9 Bringing hardware -- We are SP for testing and do not provide hardware. It is also pertinent that the testing, in principle, has to be performed on the hardware that will be compatible to Bank's IT Infrastructure and remains in its environment. Provision of HW is not possible Which is the location for Delivery? Is offshore delivery possible from Bangalore? If yes, will it be in Bank's premises or SP's premises? Bank requires SP to test any other applications. Any application not in scope will be subject to Change request process and appplicable rate card Actual testing has to be performed at the Bank premise in Mangalore. Preparatoty work releated to UAT can be done offsite If there is any additional Scope the same will treated as a change request and will be treated separately for Scope and Estimates , 5 11 Automated regression testing suite -- Can similar work done for Indian Insurance company or any Global Bank be treated as being Compliance? , 26 Given the scope of the transformation project, the provided duration as well as schedule are impractical. Can SP provide appropriate schedule after mutual discussion? i 27 Since Performance guarantee is being demanded, can Advance towards mobilization be paid to the extent of 15-20% vi 29 Penalty condition cannot be applicable for infinite time and also if changes are made to the underlying AUT in production environment. So, can this penalty condition be restricted to, say, 30 days while no changes are made to AUT in that time?

7 82 Section 3.1, Point XXXVi. The EOD / BOD and maintenance in the Test environment is the responsibility of the SP Bidder expects the maintainence and Bidder is required to factor in all the management of the Test Environment to be software including database which are taken care by Corporation bank. Bidder will required for Automated test suite and test not be involved in EOD/BOD and management tool maintenance of Test Environment. Also, Bidder understands that the bank will provide Test Environments integrated with all the interfaced applications and take care of EOD/BOD runs. 83 Section 3.2 The Bank expects the SP to bring in all Hardware, Software, skilled resources and any other associated technology/non-technology solution Bidder does not supply hardwares / softwares to the client test labs and will not take part in the installation. Bidder will provide the details of the hardware and deemed fit to complete the scope. The software required for successful conduct of Bank will provide space in Data Center for installing the the project and bank has to arrange for the same. Hardware/Software. 84 Section 3.2, Point Xiii The bidder must provide three years warranty on the Hardware and Software As a pure play testing company Bidder, does not provide any hardware and software. Hence this will not be applicable. 85 Section 3.2 In addition to the assistance in testing of applications listed above, the Bank may require the Service Provider to assist the Bank in carrying out testing for other applications during the contract. 86 Section 4.18, Ve Bidder shall permit audit by internal/external auditors of the Bank or RBI to assess the adequacy of risk management practices adopted in overseeing and managing the outsourced activity/arrangement made by the Bank. Bidder requires the details of all the applications in scope prior to the submission of proposal in order to arrive at the correct effort and commercials for the engagement As a Bidder policy, our employees will not participate in any internal/external audits of our clients. 87 Section 5.9 Bidding cost should include entire cost Bidder bid will only include the testing of software & tools /Hardware/Network engagement cost and will not cover equipment/ other allied components etc. and all interfaces with Bank s CBS, Switch etc. and implementation cost. software & tools /Hardware/Network equipment/ other allied components etc. along with all interfaces with Bank s CBS, Switch etc. cost. 88 Section 5.14 The Bank will require the selected Please clarify whether the performance Performance guarantee will be 10% of the bidder to provide a Performance Bank guarantee is 10% of the overall project cost overall project cost Guarantee, within 7 days from the date of acceptance of the order or or 10% of the testing commercials to be submitted by Bidder signing of the contract whichever is earlier, for a value equivalent to 10% of the project implementation cost. 89 Resource Deployment NA In the event of award of contract, Bidder requires a minimum of 2 months lead time for deployment of resources and engagement kick-off 90 Section 5.24 Test Schedule, as provided in RFP Bidder would require the below mentioned Test strategy document completion - 5 timelines to cover the RFP scope: Days Test cases preparations -10 Days Test strategy document completion - 15 Days Test case execution manual - 30 Days Test cases preparations - 60 Days Automation frame Development, Testing, Regression and training - Within 30 Days Test case execution manual Days Automation frame Development, Testing, Regression and training - 90 Days Bidder has to adher to the timlines mentioned in the RFP 91 NA NA Request Corporation Bank to share the overall project plan for understanding the project timelines so that Bidder can align the test schedule accordingly for the various services ( UAT, Regression, Automation) 92 NA NA Request Corporation Bank to provide application landscape detailing the data flow across modules / applications and business functionality of applications which would help us in arriving a clear cut scope for the testing engagement Implementation Schedule is as per the timelines mentioned in the RFP Process and other details required will be shared with the selected bidder

8 93 NA NA Please provide details on the legacy systems, interfaces and share the 'as is' and 'to be' IT architecture diagram if available, for our reference. 94 NA NA Kindly confirm if Corporation Bank is planning for any customizations as part of its CBS implementation. If so, what would be the approximate percentage of the planned customizations. 95 NA NA Scope of testing for interface application will be limited to touch point validations wherein the testing would be to test the process flow between the core application and interface application and NOT to perform an end to end testing of interface application. Kindly confirm our understanding. Details required will be shared with the selected bidder For Interface details : Please refer Corrigendum -1 for details Yes as apart of CBS Implemenation, Customization varies from 15-25% depending upon the application Yes, Understanding is correct 96 NA NA Request Corporation Bank to provide the number of reports, MIS/regulatory reports, statements and advices to be tested? 97 NA NA Request Corporation Bank to confirm browsers and versions to be tested for Retail & Corporate Internet Banking 98 NA NA Kindly confirm whether Corporation bank users will participate in UAT execution as Joint execution with Bidder. This information will help us in the effort estimation process. Approximately 200 reports Browser and its version such as Internet Explorer version 11 & above, FireFox, Chrome, Microsoft Edge. Support should be for all the latest and N-1 Version Bidder would be responsible for the execution of entire Project. Bank employee would not be involved in the execution Please confirm how many Corporation Bank business users will be participating during UAT execution? 99 NA NA Request Bank to clarify if migrated data will be made available during UAT Execution 100 NA NA The test schedule mentioned in the RFP is for 75 days, however the contract is going to be for 18 months. Please provide details of test activities required and the corresponding timelines which are not included in the RFP Yes, Migrated data will be available before UAT execution The Service Provider s involvement is expected to be spread across a period of, about months from the date of contract. All the timlines have been included in the RFP and the implementation is going as per that schedule 101 NA NA The test schedule mentioned in the RFP is for 75 days, however the contract is going to be for 18 months. Please provide details of test activities required and the corresponding timelines which are not included in the RFP Repeat Query Performance Bank Guarantee Performance Bank Guarantee The Bank will require the selected 7 days from the date of acceptance is too bidder to provide a Performance Bank short. Bidder propose 15 days from the Guarantee, within 7 days from the date of acceptance of the order date of acceptance of the order or signing of the contract whichever is earlier, for a value equivalent to 10% of the project implementation cost. Bank shall invoke the performance guarantee in case the selected bidder fails to discharge their contractual obligations during the period or Bank incurs any loss due to selected bidder s negligence in carrying out the project implementation as per the agreed terms & conditions. The process to be adopted before invocation of the Bank Guarantee needs to be mutually agreed between the Parties and the same needs to form part of the MSA Payment Terms The payment would be disbursed on completion of each milestone as mentioned in table below. The milestone based payout percentages are defined in the table below. The same payment structure would be applicable for all application / module wise commercials. The payment milestone for both UAT and Automation testing will be discussed and agreed mutually during the contract finalization. Please confirm

9 Liquidated Damages Penalty 107 Annexure VII - Commercial Bid Notwithstanding Bank s right to cancel 10% of the value of the order value is on the order, liquidated damages at 1% the higher end. Bidder would like to (One percent) of the undelivered negotiate the same before the contract portion of the order value per week will finalization be charged for every week s delay in the specified delivery schedule subject to a maximum of 10% of the value of the order value. BANK reserves its right to recover these amounts by any mode such as adjusting from any payments to be made by BANK to the bidder. Liquidated damages will be calculated on per week basis. i. The Bidder shall perform its obligations under the agreement entered into with the Bank, in a professional manner. ii. If any act or failure by the bidder under the agreement results in failure or non- completion of the project and if the Bank has to take corrective actions to ensure completion, the Bank reserves the right to impose penalty, which may be equal to the cost it incurs or the loss it suffers for such failures. iii. Bank may impose penalty to the extent of damage to its any equipment, if the damage was due to the actions directly attributable to the staff of Bidder. iv. The Bank shall implement all penalty clauses after giving due notice to the bidder. v. If the Bidder fails to complete the The additional man month rate is valid for a period of three years Bidder would like to discuss and agreed mutually during the contract finalization Bidder propose the additional man month rate to be valid for a period of 1 year Other General Conditions Any additional or different terms and conditions proposed by the bidder would be rejected unless expressly assented to in writing by the bank Considering the above Bidder's response/clarification, Bidder would have some additional/different terms & conditions while responding the RFP At the sole discretion of the Bank, the Bidder is agreeable to renew the terms of contract may be renewed for a year at the agreement on its expiry at mutually existing rates. agreed terms and not at existing rates or at the sole discretion of the Bank. 110 Clause 5.8 (viii) Other General Conditions The Bidder shall also indemnify Bank against all third party claims of infringement of patent, trademark or industrial design rights arising from use of the goods, software(s), hardware(s) or any part thereof in India and abroad. Bidder is agreeable to indemnify the Bank for any IP Breaches, however a process for indemnity needs to be established where under Bidder shall be notified of any such claims and on such notification Bidder shall take control of the defense of the claim proceedings and further Bank shall render all assistance and co-operate with Bidder in all such proceedings and shall not settle any matter with such third party without the prior consent of Bidder. Further, Bidder shall also be indemnified by the Bank for any IP Breaches of the materials provided by Bidder or in relation to any third party claim arising from the materials provided by the Bank to Bidder.

10 111 Clause 5.8 (X) Other General Conditions In the event of any claim asserted by Bidder is agreeable to this clause and is the third party of infringement of willing to bear all costs that are direct in copyright, patent, trademark or nature as arising out of such claims and industrial design rights arising from the shall not be liable for any indirect or use of the Goods or any part thereof consequential losses or damages. Further in India, the Bidder shall act the process of indemnity as provided in Sr. expeditiously to extinguish such No. 4 above needs to be established for claims. If the Bidder fails to comply any indemnity claim. and the Bank is required to pay compensation to a third party resulting from such infringement, the Bidder shall be responsible for the compensation including all expenses, court costs and lawyer fees. Bank will give notice to the Bidder of such claims, if it is made, without delay by fax/ /registered post. 112 Clause 5.10 Liquidated Damages The performance of the Bidder shall Bidder would like to discuss and agreed be judged on the time taken for the mutually during the contract finalization implementation of the project and completion of all the functionalities. If the Bidder fails to deliver or comply with Bank s requirement within stipulated time schedule from the date of acceptance of Purchase Order, the Bank shall, without prejudice to its other remedies under the rate contract, deduct from the ordered price, as liquidated damages, or even may recover money from the Bank Guarantee submitted. 113 Clause 5.11 Acceptance of Order 114 Clause 5.13 PLACING THE ORDER AND PAYMENT BY CONCERNED OFFICES Bank has right to cancel the order if the same is not accepted by the bidder within a period of 7 days from the date of purchase order, otherwise it will be considered as accepted. Orders for Selection of Service Provider for UAT & Automation Testing, shall be placed by the Head Office of the Bank. The Bidder shall give acceptance within 7 days from the date of receipt of the purchase order. If the acceptance is not received within 7 days then it will be presumed as accepted. The implementation period is counted accordingly. This is not acceptable as any order shall be binding on Bidder only if the same has been accepted and mutually agreed between the Parties. Hence we seek deletion of the same or waiver of this clause by the Bank. This is not acceptable as any order shall be binding on Bidder only if the same has been accepted and mutually agreed between the Parties. Hence we seek deletion of the same or waiver of this clause by the Bank. 115 Clause 5.23 Contract Period The performance of the selected Bidder seeks mutual termination rights of bidder shall be reviewed every quarter the contract for convenience. and the Bank reserves the right to terminate the contract at its sole discretion by giving two months notice without assigning any reasons thereof. Any offer falling short of the contract validity period is liable for rejection. 116 Clause 5.26 Audit by Third Party Bank at its discretion may appoint third party for auditing the activities of onsite/offsite services and operations of entire services provided to the Bank. Bidder is agreeable to audits subject to the Bank not appointing directly or indirectly any competitor of Bidder as an auditor and also Bidder shall not be liable to disclose its internal cost information during the course of such audit. Bank will mutually discuss the clause with the selected bidder in case if the bank has to perform has to appoint third part for auditing services

11 117 Clause 5.28 (iv) Order Cancellation (Termination) 118 Clause 5.28 (vi) Order Cancellation (Termination) If the selected bidder fails to complete Bidder is not agreeable to this clause. the assignment as per the time lines Bidder shall be entitled to a remedy period prescribed in the RFP and the prior to termination and also this should extension if any allowed, it will be a exclude any delays attributable to the breach of contract. The Bank reserves default of non-performance by the Bank. its right to cancel the order in the Further, the language used herein is event of delay and forfeit the bid Cancellation and not termination. The word security as liquidated damages for the cancellation is not acceptable to Bidder as it delay. connotes an unmaking of the contract, where the parties are restored to the original condition as if they had never entered into a contract. Bidder is agreeable only for a termination because under Cancellation Bidder will not be able to recover the Service Charges in respect of the services rendered prior to such cancellation or rescission. Further, Bidder is not agreeable to forfeiture of the bid security as L.D. After award of the contract, if the selected bidder does not perform satisfactorily or delays execution of the contract, BANK reserves the right to get the balance contract executed Bidder is not agreeable to be liable for any expenses incurred by the Bank to engage any other third party service provider for the services on default of Bidder as Bidder will in any case be liable to the Bank on by another party of its choice by giving account of L.D and the Bank is also entitled one month s notice for the same. In this event, the selected bidder is bound to make good the additional to terminate the agreement by forfeiting the bid security amount. Also the bank is entitled to equitable remedies. expenditure, which BANK may have to incur in executing the balance contract. This clause is applicable, if for any reason, the contract is cancelled. 119 Clause 5.28 (vii) Order Cancellation (Termination) BANK reserves the right to recover any dues payable by the selected bidder from any amount outstanding to the credit of the selected bidder, including the pending bills and/or invoking the bank guarantee under this contract. Bidder is not agreeable to this clause. 120 Clause 5.44 Warranty 121 Compliance to Labor Act Warranty Period shall mean (i) for Hardware, a period during which the Solution Provider shall, for no charge or consideration, provide for repair, replacement of consideration, for the Hardware which is not compliant with Specifications; (ii) for the Software, a period during which the Solution Provider shall, for no charge or consideration provide for maintenance, reconfiguring, support, replacement of consideration, for Software which is not compliant with Specifications. The Warranty Period for any individual Deliverable or part thereof shall be such period as Solution Provider has specified in the corresponding Specifications. Notwithstanding anything hereinabove, the Warranty Period for any Deliverable and Services shall not be less than a period of three (3) years from the date of the Acceptance by the Bank. The Parties acknowledge We further authorize the Bank to deduct from the amount payable to the Company under the contract or any other contract of the Company with the Bank if a penalty is imposed by Labor Commissioner towards noncompliance to the Minimum Wages / Salary stipulated by government in the Act by your company. Bidder would like to discuss and agreed mutually during the contract finalization This is not acceptable. Bidder is only liable to indemnify the Bank for any such claims raised by the Bank as per the claim process agreed between the Parties.

12 122 Bank Guarantee/EMD Notwithstanding anything to the Not agreeable. There needs to be a preagreed process for forfeiture. contrary contained herein or elsewhere, we agree that your decision as to whether Bidder has committed any such default or defaults and the amount or amounts to which you are entitled by reasons thereof will be binding on us and we shall not be entitled to ask you to establish your claim or claims under Bank Guarantee but will pay the same forthwith on your demand without any protest or demur. 123 NDA Non Disclosure Agreement A. Clause 4- Term of the confidentiality obligations to be limited to 3 years after expiry or termination of the agreement. B. Clause 9. Provisions on Indemnity shall be agreed in detail under the MSA and hence we seek deletion under the NDA.