INSTRUCTIONS TO BIDDER (ITB)

1. Online electronic bid (through GeM Portal) is invited on behalf of NHPC Limited (A Public
Sector Enterprise of the Government of India) “Annual Maintenance of Jal Vidyut Amrit
Web Portal for a period of three (3) years”.

2. ONLINE SUBMISSION :

A. Techno- Commercial Bid:

Online bid should be submitted containing scanned copy of following documents:

i. Documents enlisted as per ‘Qualifying Criteria’ from S.No. 1 to 5.

ii. Declaration as per Annexure-I for ‘No Deviation Certificate’.
iii. Declaration regarding ‘Insolvency and Bankruptcy Code 2016’ (Annexure-II).
iv. Undertaking by bidder towards ‘Anti-profiteering Clause of GST Act/ Rules’ (Annexure-
III).
v. Declaration for ‘HSN/ SAC Codes’ (Annexure-IV).
vi. Self-Certificate for ‘Cyber Security’ shall be submitted by the bidder (Annexure-V).
vii. ECS Form (Annexure-VI)
viii. Public Procurement (Preference to Make in India) - Bidders shall submit an
undertaking/declaration regarding percentage of the local content. Declaration relating to
percentage of local content & place of value addition shall be certified as per Form-1.
ix. Bidder shall quote the rate/ price as per Annexure-F (BOQ) in GeM Portal only.
x. Non Disclosure Agreement (Annexure-G).

B. Bid Security (Earnest Money):

i. Bidder shall submit along with the bids, the requisite bid security for an amount of Rs.
29,000/- (Rupees Twenty only) as mentioned in the tender document. Bid security may be
deposited in the form of Demand draft in favour of ‘NHPC Limited’, payable at Faridabad
issued by Indian Nationalized Bank or any Scheduled Bank in India in the prescribed
proforma as per GeM Provisions or BG (Annexure-C) or irrevocable Insurance Surety
Bond valid for a period of ninety (90) days beyond the validity period of the bid issued by
any Indian Insurance company registered under Insurance Act,1938 or as amended from
time to time and approved by the Insurance regulatory development authority of India
(IRDAI) in the prescribed format (Annexure-E).

Failure to do so may prevent a tender from being considered, Bidder has to upload scanned
copy of Bank draft / Insurance Surety Bond as proof along with the bid and has to ensure
delivery of hard copy within 5 days of Bid end date / Bid opening date. However, in case
Earnest money has been submitted by the bidder in the form of demand draft, the
information relating to particulars of the bidder’s Bank shall submitted by the bidder
alongwith the bid in the ECS form attached as Annexure-VI of ITB. The earnest money of
unsuccessful bidders shall be remitted by the Employer in the above account through ECS
mode.

ii. Bidder shall submit requisite EMD related documents like Demand Draft/ Insurance Surety
Bond to Sh. Anand Kumar, General Manager (Elect.) Contracts (E&M) Division, Jyoti
Sadan, 2nd Floor, NHPC Limited, Sector-33, Faridabad (Haryana)-121003.
Note: Relaxation in furnishing Earnest Money (EMD) shall be allowed as per
provision of GeM portal.
 QUALIFYING CRITERIA

The bidders must fulfill the following minimum Qualifying Criteria:

1. The bidder should have their support office in Delhi/ NCR. Copy of documentary
evidence (in the form of telephone bill/ electricity bill/ municipality bill/ tax
registration certificate etc.) shall be submitted by the bidder.
2. The bidder shall have attained CMMI Level 3.
3. The bidder shall not have been de-listed/ banned/ debarred/ blacklisted from business
by any PSU/ Govt. Department during last three (3) years. Self-declaration certificate
in this regard should be enclosed.
4. Minimum Annual Average Turnover of the bidder for last three financial years (i.e.
2021-2022, 2022-2023 & 2023-2024) should not be less than Eight (8) Lakhs.
Documentary evidence in the form of certified Audited Balance Sheets of relevant
periods or a certificate from Chartered Accountant/ Cost Accountant indicating the
turnover details for the relevant period shall be uploaded with the bid.
In case the date of constitution/ incorporation of the bidder is less than three (3) year
old, the average turnover in respect of the completed financial years after the date of
constitution shall be taken into account for this criteria.
Document given by the bidder should have UDIN written on it.
5. The Bidder should have experience of having successfully completed similar works
during last 7 years ending last day of month previous to the one in which tenders are
invited either of the following :
• Three (03) similar completed works, each costing not less than 40% of
estimated amount i.e. Rs. 5.88 Lakhs.
• Two (02) similar completed works, each costing not less than 50% of estimated
amount i.e. Rs. 7.36 Lakhs.
• One (01) similar completed works, each costing not less than 80% of estimated
amount i.e. Rs. 11.77 Lakhs.
Note :-
“Similar Works” means :-
1. “Development/ AMC of Web Portal”.
2. The word “completed” means that the bidder should have provided atleast
One(1) year service even if the total order or contract is not completed/ closed.
The same shall be supported by documentary evidence issued by the owner/
employer/ client.
In support of above, the bidders shall submit the copy of following documents to
establish the successful completion of the awarded works :
i. Copy of Supply Orders/ Work Orders.
ii. Copy of successful completion certificate signed/ issued by Purchaser/
Owner.
iii. In case of experience certificates produced by the Contractors for having
executed works for Private Organizations, TDS Certificates shall also be
produced along with experience certificate.

Annexure-I
(To be filled and uploaded online)

DECLARATIONS
(To be submitted by bidder)
S.No. Declaration Type Declaration Acceptance/
Rejection
1. No Deviation This is to certify that our offer is
Declaration exactly in line with your tender
enquiry. This is to expressly certify
that our offer contains no deviation
either Technical or Commercial in
either direct or indirect form.

2. Undertaking We hereby undertake that we have

studied and understood all the terms
and conditions as mentioned in
tender document [including
Instructions to Bidder, General
Terms and Conditions of GeM portal,
Special Conditions of Contract
(SCC), Technical Specifications and
we agree to abide by the same
unconditionally.

3. Correctness bid We hereby declare that information

furnished with Bid is correct in all
respect.

Signature & Seal of Bidder

Annexure-II
(to be filled and uploaded online)

(Format for declaration by the Bidder)

 “Self-Declaration by the Bidder”

I/ We, M/s ___________________________________________ (Name of Bidder) hereby

certify that proceedings for insolvency under the Insolvency and Bankruptcy code 2016, or
as amended from time to time, have not started, against us and/or our Parent/Holding
company ___________________________________________ (Name of Parent/Holding
company).

(Seal & Signature of Bidder)

Note: This ‘Declaration’ should be on the letter head of Bidder.

Annexure-III
(to be filled and uploaded online)
 Undertaking by Bidder towards Anti-profiteering Clause of GST Act/ Rules
(To be submitted on letter head)
To,
M/s NHPC Ltd.
NHPC Office Complex,
Sector-33, Faridabad, Haryana – 121 003 (India)

Sub.: Tender no……………………………………

Dear Sir,
We, M/s ……………………………… (Name of Bidder) have submitted bid dt…………for
the aforesaid tender.
Section 171 of CGST Act/SGST Act stipulates that it is mandatory to pass on the benefit of
reduction in rate of tax on supply of Goods or Services or availability of Input Tax Credit,
by way of commensurate reduction in prices.
Accordingly, it is certified that we have duly considered the impact of Input Tax Credit
available on supplies in the GST regime, in our quoted prices. Further, any additional benefit
of ITC if available to bidder shall be passed on to the Employer.
Further, we hereby confirm that our quoted prices are duly considering maximum possible
benefit available and are in compliance with the aforesaid Section 171 of CGST Act/ IGST
Act.
Further, if any refund on account of GST is received from the Government in future by the
Contractor/ Supplier under any GST Refund/ Exemption or Subsidy Scheme, the same shall
also be passed on to the Employer.
In case this declaration is found faulty in any manner, we shall be fully responsible for the
consequential effect including making good of any losses of interest etc. to Employer. Ltd.

Place: [Signature of Authorized Signatory of Bidder]

Date: Name:
Designation:
Seal:
 Annexure-IV
(to be filled and uploaded online)

Name of Work : Annual Maintenance of Jal Vidyut Amrit Web Portal for a period of
three (3) years.

Bidder’s Name :

PROFORMA FOR HSN/ SAC CODE

S.No. Item Description Unit Quantity HSN/ SAC

Code
1. AMC Support for three (3) year
for Internet Cloud based
Dashboard for Monitoring of
Hydro Electric Projects including
modifications in the Software
application or database etc. as per
Scope of Work
(for 3 years)
2. Charges for hiring of services of
MeitY approved cloud along as
per specification mentioned in
para ‘C’ of Scope of Work
(for 3 years)
3. Bulk SMS
(1,50,000 Nos.)
4. Bulk Email
(1,50,000 Nos.)

Note :
1. Any change in the rates of corresponding HSN/SAC as declared in Annexure-IV shall only
be considered for reimbursement/ adjustment and the same HSN/SAC shall prevail throughout
the entire contract and no alteration thereof is permissible during pendency of the Contract for
any reason whatsoever, unless otherwise specified in any other provisions of this contract or
required due to change in tax law.
2. The HSN / SAC as mentioned by the Contractor shall be final and binding. The Contractor
shall be liable to be assessed and accountable to tax authorities and the Employer shall in no
way responsible for any kinds of errors/ omissions/ mistakes of bidder in this regard.
 Annexure-V
(to be filled and uploaded online)

SELF CERTIFICATE FOR CYBER SECURITY

We declare that cyber security/ safety of the equipment/ process to be supplied / services to be
rendered as safe to connect.

Note :

1. All the items/components/services specified under the Contract shall be supplied in

compliance to cyber security policies/guidelines of the buyer organisation/GoI
guidelines.

2. "Subsequent to the award of contract to the contractor, Contractor shall submit NHPC’s
“ IT Acceptable Use Policy ” duly signed and stamped (by both contractor firm and its
deputed manpower) before commencement of work and on subsequent deployment of
new manpower (if any)”.

(Seal & Signature of Bidder)

Note: This ‘Declaration’ should be on the letter head of Bidder.

 Annexure-VI
ECS – Form
NHPC Limited
ELECTRONIC CLEARING SERVICE (CREDIT CLEARING)
(PAYMENT TO PARTIES THROUGH CREDIT CLEARING MECHANISM)
No.:
1. BIDDER’S NAME : ______________________________________

a) ADDRESS : ______________________________________
_____________________________________
b) Phone/ Mobile No. : ______________________________________

2. PARTICULARS OF BANK ACCOUNT:

a) BANK NAME : ______________________________________

b) BRANCH NAME : ______________________________________
c) ADDRESS : _____________________________________
Telephone No. : ______________________________________
d) IFSC CODE OF THE BANK:
(For payment through RTGS)

e) ACCOUNT TYPE :
(S.B. Account/ Current Account
or/Cash Credit with code 10/11/13)

f) ACCOUNT NUMBER : _____________________________________

(As appearing on the Cheque Book)
I hereby declare that the particulars given above are correct and complete. If the transaction is
delayed or not effected at all for reasons of incomplete of incorrect Information, I would not
hold the user Company responsible.
(-----------------------------)
Date: Signature of the Bidder
Certified that the particulars furnished above are correct as per our records.
(Bank’s Stamp)
(-----------------------------)
Date: Signature of the Authorized
Official from the Bank
 FORM-1

Name of Work : Annual Maintenance of Jal Vidyut Amrit Web Portal for a period of three
(3) years
GeM Bid No.: …………………………………………………….
Declaration regarding Class-I local supplier (local content equal to or more than 50%) OR
Class-II local supplier (local content between 20% to 50%) under Public Procurement
(Preference to Make in India) order:

Item Description Country of Origin % of Local Contents

Annual Maintenance of Jal Vidyut Amrit India

Web Portal for a period of three (3) years

Note: This ‘Declaration’ should be certified by bidder.

Seal:
 LIST OF DOCUMENTS REQUIRED FROM BIDDER

1. As per Buyer Added Bid For an amount of Rs. 29,000/-

Specific Terms & conditions
Clause 2 (EMD)

2. Documents enlisted as per from S.No. 1 to 5

‘Qualifying Criteria’
3. As per Buyer Added Bid Bidder Financial Standing on Company’s Letter Head duly
Specific Terms & conditions signed and stamped.
Clause 1
4. As per Buyer Added Bid Malicious Code Certificate on Company’s Letter Head duly
Specific Terms & conditions signed and stamped.
Clause 3

5. As per Buyer Added Bid Declaration regarding Dedicated/ toll free telephone no. for
Specific Terms & conditions Service Support on Company’s Letter Head duly signed and
Clause 4 stamped.

6. As per Buyer Added Bid Declaration regarding Escalation Matrix for Service Support
Specific Terms & conditions on Company’s Letter Head duly signed and stamped.
Clause 5

7. Declaration as per Form-1 (ITB) Purchase Preference (Centre)

8. As per Buyer Added Bid Bidder shall submit the following documents along with their
Specific Terms & conditions bid :
Clause 7
a) Copy of PAN Card.

b) Copy of GSTIN

c) Copy of Cancelled Cheque

d) Copy of EFT Mandate duly certified by bank.

9. Declaration as per Annexure-I No Deviation Certificate

(ITB)
10. Declaration as per Annexure-II Insolvency and Bankruptcy Code 2016
(ITB)
11. Declaration as per Annexure-III Anti-profiteering Clause of GST Act/ Rules
(ITB)
12. Declaration as per Annexure-IV HSN/ SAC Codes
(ITB)
13. Declaration as per Annexure-V Cyber Security
(ITB)
14. Declaration as per Annexure-VI ECS Form
(ITB)
15. Declaration as per Annexure-G Non Disclosure Agreement
(SCC)
*Any other documents as mentioned in bid document.
These Special Conditions of Contract shall be read and construed along with the GTC & SLA on GeM
Portal. In case of any conflict or inconsistency; between these Special Conditions of Contract and GeM GTC,
provisions of these Special Conditions contained herein shall prevail.

SCOPE OF WORK (SOW) & SPECIAL CONDITIONS OF CONTRACT (SCC)

1. General These special conditions of contract shall be read and constructed along with the GTC
& SLA on GeM Portal. In case In case of any conflict or inconsistency between these
Special Conditions of Contract (SCC) and GTC & SLA on GeM Portal, provisions of
these special conditions contained herein shall prevail.

2. Purpose A Web portal named “Jal Vidyut Amrit” is being maintained by NHPC Limited for
assisting CEA for monitoring of progress of under construction Hydroelectric
projects. Various organizations involved in the construction of hydroelectric projects
along with CEA are actively using the portal to track and monitor the construction
progress and take necessary actions accordingly for timely completion of the project.
The portal is hosted on cloud and the scope of this document is to provide a gist of the
works involved in the maintenance, upgradation and smooth running of the portal.

The application consists of a number of forms through which various users update the
relevant fields as per their roles and rights.

Below are the major components of the application:

Dashboard providing a summary of total projects.

Master: Organization, User, Privileges, Projects.

Status Update Forms: Project Financial Status, Project Physical Status, Component
Wise Progress, Compliance of CEA concurrence and regulations, Incident Form,
Hindrance Form, Assistance Required

Reports: PPA State Report, Sector Report, State Report, Time Cost Over Run,
Capacity Report, Component Wise Progress Report, Physical Status Report, Financial
Status Report, Contractor Report, Clearance Report, Financial Closure Report, Logs
Report, OPN Report, Hindrance Report, Projects (General, Checklist, Unit Detail,
PPA Detail, Contractor and Contractor/Sub Contractor Payment detail etc).

3. Technology Front-End (Client-Side):

Stack of the Framework: Angular
Application
Languages: HTML, CSS, TypeScript
Additional Libraries/Tools: Angular Material (for UI components), RxJS (for reactive
programming), Bootstrap (for styling), npm (Node.js package manager)
Back-End (Server-Side):
Framework: ASP.NET Core
 Language: C#
Additional Libraries/Tools: Entity Framework Core (for ORM), ASP.NET Identity
(for authentication), NuGet (package manager for .NET)

Database:
Database Management System: PostgreSQL
Additional Tools: pgAdmin (for database administration), Npgsql (PostgreSQL
database provider for .NET)

4. Hosting of i). Vendor shall arrange for hosting of this Software application on existing
Dashboard AWS Cloud).
Software ii). Minimum Technical specifications for hosting shall be as follows
Application along with provisions for backup at DR site:
on Cloud
Hardware details: -

a) CPU – 4 Core
b) RAM- 16 GB
c) HDD- 500 GB SSD
d) Public IP- 1 Quantity

OS and other applications details:-

a) Operating System- Linux

b) Web Server- Apache 2.4

c) Database- MySQL 5.7
d) Server side scripting- PHP 7.4
5. Scope of The scope of work as under has been envisaged for Maintenance & Support Services
Work for Jal Vidyut Amrit Web Application using the same Technology as above.

(1) Maintenance and support shall be provided for smooth functioning of the
Application including hosting, database, security audit and SSL renewal/
configuration.
(2) The design, features and framework of “Jal Vidyut Amrit Application” shall
not be changed unless required by Engineer-In-Charge. This includes
Frontend, Backend and architecture design.
(3) Modifications in existing views, reports, forms and other functionalities as
directed, need to be incorporated from time to time.
(4) Additional reports, data entry forms upto 20 (data entry form / reports) are
required to be developed per year as and when directed without any
additional cost as quoted at Bill of Quantities (BOQ).
(5) Vendor may require to visit to CEA office, as and when requested by NHPC.
(6) All technical / functional support should be provided for smooth operation of
all components of the application along with resolution to any technical
issues, arising during the contract period.
(7) The vendor shall fully understand the entire technology stack of the
application along with all programming codes while taking over the project
from the current vendor so that the new vendor becomes proficient in
handling any issues or adding any new functionality in the application.

(8) Security Audit shall be carried out from CERTIN empaneled agency once in a
year for both the Application on Web and application (Android and IOS) as
and when required. The agency is already hired by NHPC Limited. The
vendor shall only co-ordinate with the agency and fixes all the
vulnerabilities to get the final audit certificate. Payment to the agency shall
be within the scope of NHPC Limited.
As per Bill of Quantities (BOQ) (Annexure – F).

6. Payment Quarterly payment (1/12th of contract value on completion of each quarter) shall be
Terms made post delivery of services to the Firm through ECS, on submission of the
following documents.

a. Invoice in Duplicate.
b. Completion Certificate issued by Engineer-in-Charge.
 In case of MSE
All the payments (i.e. payments which are measured and accepted) for the supplies
and / or services [as applicable] rendered by MSEs (Micro & Small Enterprises)
Supplier/Contractor under the Contract shall be released within forty five (45) days
from the day of acceptance.*

*Day of Acceptance means - day of the actual delivery of goods or the rendering of
services; or where any objection is made in writing by the buyer regarding
acceptance of goods or services within fifteen (15) days from the date of the delivery
of goods or the rendering of services, the day on which such objection is removed by
the supplier.
In case, payment are not released as mentioned above, Employer shall pay the
principal amount plus compound interest with monthly rests from the date
immediately following the date agreed upon @ three times of bank rates as notified
by Reserve bank of India from time to time.

In case of MSEs, Other than normal payment through NEFT/RTGS directly from
NHPC Ltd, the MSME Vendors has an option to avail the TReDS facility. NHPC has
registered itself on TReDS platform with M/s A. TREDS Limited, CIN-
U74999MH2016PLC 281452, Registration no: (Account no): 1000005783,
Communication address: A.TREDS Ltd, Ashar IT Park, 11th Floor, Road No: 16Z,
Wagle, Industrial Estate, Thane (West) – 400604. The TReDS facilitates financing of
Invoices of MSMEs by way of discounting by financiers. MSMEs can upload the
invoices in the system and NHPC Limited can accept the invoices in the system.
Upon NHPC’s acceptance, the Banks / NBFCs can discount the invoices and can
release the payment directly to the MSMEs. In this regard; MSME Vendors can refer
to RBI guidelines available on website of RBI.

In case of non-MSE
All the payments (i.e. payments which are measured and accepted) for the supplies
and / or services [as applicable] rendered by non-MSEs (non-Micro & Small
Enterprises) Supplier/Contractor under the Contract shall be released within forty five
(45) days from the receipt of invoice /bills from the contractor/supplier complete in
all respect.
In case, payments are not released as mentioned above, NHPC Shall pay the principal
amount plus simple interest from the date immediately following the date agreed
upon @ 6% p.a.”.

7 Performance Within 28 days of receipt of Order, the Contractor shall furnish to the Engineer-
Bank
Guarantee in-Charge a performance security in the form of Demand Draft/ Bank
Guarantee from an Indian Nationalized Bank or any Scheduled Bank in India as
per the format (Annexure A)/ Insurance Surety Bond (Annexure D) for an
amount equal to five (5) percent of the originally awarded contract price by way
of guarantee valid till 90 days beyond the Contract period as mentioned in the
Order for the due and faithful performance of the contract along with the other
terms and conditions agreed to.
If the contractor does not submit the performance security within the stipulated
period due to any valid reason, Tender Inviting Authority may grant time
extension for submission of performance security based on the request of
contractor.
In case, the contractor does not submit performance security without a valid
reason, the Employer shall impose simple interest @12% per annum on the full
amount of applicable performance security (alongwith applicable taxes, if any)
for the period of delay in submission of performance security. The interest on
delayed period shall be calculated on pro rata basis for number of delayed days.
The interest accrued shall be payable by the Contractor within 14 days from the
date of intimation by Tender Inviting Authority in form of Bank Demand Draft/
Banker Cheque in favour of ‘NHPC Ltd’, otherwise the same shall be
recovered from any payment due or become due against bills / any other
amount lying with NHPC.
The delayed submission of Performance Security by the Contractor shall be
recorded in substantial completion and final completion certificates. Further, no
claim for extension of time for completion period or any other type of claim on
account of delayed submission of performance security shall be entertained.
If contractor fails to submit the Performance Security within 45 days (for the
contracts having time for completion - upto 12 months) or 60-days (for the
contracts having time for completion - more than 12 months) from the date of
issue of Letter of Award (LOA), then following actions shall be taken against
such Contractor:

i) Award shall summarily be terminated.

ii) EMD/ Bid security shall be forfeited.
iii) The bidder shall be debarred / banned to participate in the business
dealings with NHPC for a period of one year.
iv) The name of the Contractor shall be hosted on the NHPC website etc. as
per existing norms of NHPC / Govt. of India.
v) Such defaulted contractor shall not be eligible to participate in the
bidding process of re-tender of this work.
The Contractor shall, at his own cost get the validity period of bank guarantee
furnished by him extended from time to time till 90 days beyond the
completion of work as per the provisions of the contract. He shall furnish the
extended/revised Bank Guarantee to the Engineer-in-charge one month before
the expiry date of the original bank guarantee or any extension thereof. In case
the extended/revised Bank Guarantee is not received by the Engineer-in-charge
within the specified period of one month, the Employer entirely at his discretion
shall be at liberty to encash the aforesaid bank guarantee.
The Performance Security / Security deposit shall be released after successful
completion of the entire Contract Period, including extension, if any. The
Performance Security / Security deposit amount will not earn any interest for
the whatsoever period detained by NHPC.
However, the performance security shall not be released till liquidated damages,
 if any, is pending for recovery.
Bidders shall communicate the following bank details to the issuing Bank for
online confirmation of Bank Guarantee to be submitted in terms of this clause:
Name of the beneficiary: NHPC LIMITED
Account No. : 10813608692
IFSC Code: SBIN0017313
Branch of the Bank: State Bank of India, CAG-II Branch, New Delhi (17313)

Address of the Bank: 5th Floor, Redfort Capital, Parsvnath Towers, Bhai Veer
Singh Marg, Gole Market, New Delhi-110001.

Note : PBG shall be submitted to Engineer-in-Charge.

8. Liquidated For any technical issue that causes the web and mobile app to stop working, if not
Damages resolved within 12 hours NHPC is liable to deduct/ recover liquidated damages @ ½
% (Half percent) per week of the non-supported period of maintenance subject to the
maximum of 10% of contract value.

9. Non The vendor would be required to enter into a non-disclosure agreement with NHPC
Disclosure before commencement of work (Annexure-G).
Agreement
10. Transfer of At the end of the contract period or during a change in vendor, the current vendor
Technology should hand over all the credentials, codes, other set ups etc. to the new vendor and
shall impart 2 days training to the new vendor for transfer of technology before
release of the final bill.

11. Contract Support and Maintenance Service for the Jal Vidyut Amrit Web Application shall be
Period
provided for a period of 3 years from the date of issue of Letter of Award (LoA).

12. Engineer-in- Senior Manager (IT), IT&C Division, NHPC Ltd., Corporate Office, Sector-33,
Charge Faridabad (HR) or his authorized representative shall act and represent NHPC Ltd. at
all-time during the currency for Order.

13. Consignee Group Senior Manager (IT), IT&C Division or any authorized representative of
NHPC Ltd., Corporate Office, Sector-33, Faridabad (HR) for purchase through GeM
Portal.

14. Paying Deputy General Manager (Finance) – Bills, Corporate Finance Division, NHPC Ltd.,
Authority Faridabad

15. Termination NHPC shall reserve the right for termination/ cancellation of the contract any time
of Contract during the contract period within a months’ notice period.

16. Agreement After issue of the Letter of Intent/ Award/ Contract, the Purchaser/ Seller shall

prepare the Agreement on the stamp paper on the Contract Agreement Form enclosed
as Annexure-B. The parties shall sign the Contract Agreement (three sets in Original)
 within 30 days from the date of issue of Letter of Award/ Contract. The Contractor
shall be provided with one signed original Contract Agreement.

The expenses of completing and stamping the agreement shall be borne by the
Contractor. Subsequent to signing of the Contract, the Contractor at his own cost shall
provide the Employer with three (3) true copies of Contract agreement within fifteen
(15) days after signing of Contract.

In the event of any ambiguity or conflict between the conditions/ sections of

Contract Document, the order of preference shall be the order in which the
conditions/ sections listed below:

a) This Contract Agreement

b) GeM Contract
c) Scope of Work (SOW) & Special Conditions of Contract (SCC)
d) Additional Terms & Conditions (ATC) of GeM
e) General Terms & Conditions (GTC) of GeM

17. Public Bidders shall submit an undertaking/declaration regarding percentage of the local
Procurement content. Declaration relating to percentage of local content & place of value addition
(Preference to shall be certified as per Form-1 of ITB.
Make in
India)
 ANNEXURE – A

Performance Guarantee
Form Bank Guarantee

(To be stamped in accordance with Stamp Act

if any, of the Country of the issuing Bank)

Bank Guarantee No. .............. Date

...............................…….

To,

NHPC Limited
NHPC Office Complex,
Sector-33, Faridabad, Haryana-121003 (India)
Dear Sirs,

In consideration of the .... [Employer’s Name] ........ (hereinafter referred to as the ‘Employer’
which expression shall unless repugnant to the context or meaning thereof, include its
successors, administrators and assigns) having awarded to M/s ..... [Contractor’s Name] .....

....... with its Registered/Head Office at ............................. (hereinafter referred to as the

‘Contractor’, which expression shall unless repugnant to the context or meaning thereof, include
its successors administrators, executors and assigns), a Contract by issue of Employer’s Letter
of Acceptance No. ................ dated .................. and the same having been acknowledged by
the contractor, for …………… [Contract sum in figures and words] for ………. [Name of
the work] and the Contractor having agreed to provide a Contract Performance Guarantee for
the faithful performance of the entire Contract equivalent to ……(*)……….. of the said value
of the aforesaid work under the Contract to the Employer.

We ............... [Name & Address of the Bank] ..…........ having its Head Office at ...................
(hereinafter referred to as the ‘Bank’, which expression shall, unless repugnant to the context of
meaning thereof, include its successors, administrators, executors and assigns) do hereby
guarantee and undertake to pay the Employer, on demand any and all monies payable by the
Contractor to the extent of .............. (*) ............... as aforesaid at any time upto ................ (@)

........... [days/month/year] without any demur, reservation, contest, recourse or protest and/or
without any reference to the Contractor. Any such demand made by the Employer on the Bank
shall be conclusive and binding notwithstanding any difference between the Employer and the
Contractor or any dispute pending before any Court, Tribunal, Arbitrator or any other authority.
The Bank undertakes not to revoke this guarantee during its currency without previous consent
of the Employer and further agrees that the guarantees herein contained shall continue to be
enforceable till the Employer discharges this guarantee or till
……………[days/month/year] whichever is earlier.

The Employer shall have the fullest liberty, without affecting in any way the liability of the
Bank under this guarantee, from time to time to extend the time for performance of the
Contract by the Contractor. The Employer shall have the fullest liberty, without affecting
this guarantee, to postpone from time to time the exercise of any powers vested in them
or of any right which they might have against the Contractor, and to exercise the same at
any time in any manner, and either to enforce or to forbear to enforce any covenants,
contained or implied, in the Contract between the Employer and the Contractor or any other
course or remedy or security available to the Employer. The Bank shall not be released of its
obligations under these presents by any exercise by the Employer of its liberty with reference
to the matters aforesaid or any of them or by reason of any other act or forbearance or other
acts of omission or commission on the part of the Employer or any other indulgence shown
by the Employer or by any other matter or thing whatsoever which under law would, but for
this provision have the effect of relieving the Bank. The Bank declares that this Bank
Guarantee is issued by the Bank, utilizing the credit limit of M/s……………(name of
contractor) also agrees that the Employer at its option shall be entitled to enforce this Guarantee
against the Bank as a principal debtor, in the first instance without proceeding against the
Contractor and notwithstanding any security or other guarantee the Employer may have in
relation to the Contractor’s liabilities.

i) Our liability under this Bank Guarantee shall not exceed …………………..

ii) This Bank Guarantee shall be valid up to ………………………

iii) We are liable to pay the guaranteed amount or any part thereof under this Bank
Guarantee only and only if Employer serve upon Bank a written claim or demand on or
before ……………..@…………..

Dated this .................... day of ..................... 200…......... at .................................

WITNESS Signed for and on behalf of the Bank

1. ................................................ ...............................

(Signature) (Signature)

................................................ .....................................

(Name) (Name)
 ................................................ .................................................

(Official Address) (Designation with Bank Stamp)

2. ................................................

(Signature) Attorney as per Power

of Attorney No. ........................
Dated.......................................

................................................

(Name)

................................................

(Official Address)

Communication address of the Bank

Name of the contact person

Tel. No. Fax No.

Email:

Notes: 1. (*) This sum shall be five percent (5%) of the Contract Price denominated in
the types and proportions of currencies.

(@) This date will be 90 days beyond Contract Service period as

specified in the Contract.

2. The stamp papers of appropriate value shall be purchased in the name of guarantee
issuing Bank.
3. Vendor’s stamp with full details i.e. name of the purchaser in whose favour this
stamp paper has been purchased, should be invariable mentioned on the back side of
the stamp paper.
4. Bank Guarantee is required to be submitted directly to the Employer by the issuing
bank (on Behalf of the Contractor) under the registered post (A.D.). The Contractor
can submit an advance copy of Bank Guarantee to the Employer. However, in case
of exceptional circumstances where efficient postal services are not in force, the
Bank Guarantee may be submitted by the Contractor directly to the Employer and
the issuing Bank shall submit an unstamped duplicate copy of Bank Guarantee
directly under the registered post (A.D.) to the Employer, with a forwarding letter.
5. The issuing bank shall write the name of the bank’s controlling branch/ office along
with contact details like telephone/ fax and full correspondence address, in order to
get the confirmation of BG from that branch/ office, if so required.
6. Beneficiary’s (NHPC’s) Bank Account detail:

Bank Account No. 00000010813608692

Beneficiary Name NHPC Limited
Credit Bank State Bank of India
IFSC
SBIN0017313
Branch Address Corporate Accounts Group II Branch, 5th Floor,
Redfort Capital, Parsvnath Towers,

Bhai Veer Singh Marg, Gole Market, New Delhi

GSTIN Number of NHPC 06AAACN0149C1Z3
Limited, Corporate Office, 110 001
Faridabad, Haryana.
 Annexure-B

AGREEMENT

(To be executed on non-judicial stamp paper of appropriate value)

This AGREEMENT is made on the …… day of ………….. BETWEEN ……………..

(1) NHPC Ltd., a corporation incorporated under the laws of INDIA and having its
Registered Office at NHPC OFFICE COMPLEX, SECTOR-33, FARIDABAD-121003,
HARYANA (hereinafter called “the Employer”), and which expression shall include its
permitted successors and assigns.

and

(2) M/s …………………….. and having registered office at …………

……………………… (herein after referred to as “The Contractor”) which expression shall
include the permitted successors and assigns.

“WHEREAS the Employer is desirous of ……………………….. and have invited enquiry

vide ……………. ………………………. for the purpose of the said work.

AND WHEREAS the Contractor has submitted its tender AND WHEREAS the Employer
has accepted the tender of the Contractor for execution of the said work upon the terms and
subject to the conditions herein after mentioned below in the agreement.

This Contract comprises of the following component / parts, all of which shall form an
integral part of this contract as if herein set out verbatim or if not attached as if here to
attached.

a) This Contract Agreement

b) GeM Contract
c) Scope of Work (SOW) & Special Conditions of Contract (SCC)
d) Additional Terms & Conditions (ATC) of GeM
e) General Terms & Conditions (GTC) of GeM
In the event of any ambiguity or conflict between the Contract Documents listed above, the
order of precedence shall be the order in which the Contract Documents are listed above.

AND WHEREAS the Employer has accepted the tender of the Contractor and the
execution of the said work for the sums as per Schedule of Items, Quantities& Prices
contained in GeM Contract upon the terms and subject to the conditions hereinafter
mentioned and described in tender document which shall form integral part of this Contract
(hereinafter to be collectively referred to as ‘Contract Documents’).

NOW THESE PRESENT WITNESS AND the parties hereto hereby agree and declare as
follows:
That is to say, in consideration of the payments to be made to the Contractor by the
Employer as hereinafter mentioned, the Contractor shall duly provide the plant for the said
works and shall do and perform all other works and things in the contract mentioned or
described which are implied there from or herein respectively or may be reasonably
necessary for the completion of the said work within and at the times and in the manner and
subject to the terms & conditions and stipulations mentioned in the said contract document.

AND in consideration of the due provision and satisfactory supply, Installation,

Commissioning and completion of the said supply thereof as aforesaid, the Employer will
pay to the Contractor the sums as per the Schedule of Items, Quantities & Prices in GeM
Contract or such other as may become payable to the Contractor under the provisions of
this Contract, such payment to be made in time and in such manner as is provided by the
Contract.

IN WITNESS WHEREOF The Parties hereto have signed this deed hereunder on the date
respectively mentioned against the signature of each.

(For and on behalf of (For and on behalf of

the Contractor) the Employer)

In the presence of In the presence of

1. 1.
 Annexure-C

Format of Insurance Surety Bond for Earnest Money Deposit

(To be executed on Non-Judicial Stamp Paper of Appropriate value)

Insurance Surety Bond No...........

Date: ______________
(Name of Contract)

To: (Name and address of Employer)

WHEREAS (name of Bidder) (hereinafter called “the Bidder”) has submitted its Bid dated (date of
bid) for the performance of the above-named Contract (hereinafter called “the Bid”)
KNOW ALL PERSONS by these present that We .......... (Name of Insurance Company) of ..........
(Address of Insurance Company) (hereinafter called “the Surety”), are bound unto NHPC Limited
(a Govt. of India Enterprises) (hereinafter called “the Employer”) for the sum of ........... (amount),
for which payment well and truly to be made to the said Employer, the Surety binds itself, its
successors and assigns by these presents.
THE CONDITIONS of this obligation are as follows:
1. If the Bidder (a) withdraws or modifies its Bid during the period of bid validity, or (b) adopts
corrupt or collusive or coercive or fraudulent practices or defaults under Integrity Pact.

2. If the Bidder, having been notified of the acceptance of its Bid by the Employer during the
period of bid validity.
a) fails or refuses to sign the Contract Agreement when required, or
b) fails or refuses to submit the performance security in accordance with the Tender
Documents.
We undertake to pay to the Employer up to the above amount upon receipt of its first written
demand, without the Employer having to substantiate its demand, provided that in its demand the
Employer will mention that the amount claimed by it is due, owing to the occurrence of one or
both of the two above-named CONDITIONS, and specifying the occurred condition or conditions.
The Surety declares that this Insurance Surety Bond is issued by the .......... (Name of Insurance
Company) as per the applicable rules and regulations of Insurance Regulatory Development
Authority of India (IRDAI).
This Insurance Surety Bond will remain in force up to and including (date 90 days after the period
of bid validity), and any demand in respect thereof must reach the Surety not later than the above
date.
For and on behalf of the Insurance Company
_______________________________________________________________
in the capacity of
____________________________________________________________
Common Seal of the Insurance Company with complete address including Tel. Nos./ e-Mail Id.
Staff Authority No. of the officer of the Insurance Company /Signatory
INSTRUCTIONS FOR EXECUTION OF INSURANCE SURETY BOND FOR EANEST
MONEY DEPOSIT

1. Insurance Surety Bond for Earnest Money Deposit should be executed on non-judicial Stamp
papers of requisite value in accordance with the stamp Act if applicable to that particular state
of Indian Union country of executing Insurance Company, where executed. In case the same is
issued by an International Insurance Company (it should be registered under Insurance Act
1938 or as amended from time to time and approved by the Insurance Regulatory Development
Authority of India (IRDAI)) the law prevalent in the country of execution shall prevail for the
purpose of Stamp Duty on the Insurance Surety Bond. However, in such a case, the Insurance
Surety Bond for Earnest Money Deposit shall be got confirmed by the Bidder through any
Indian Scheduled/Nationalized Insurance Company.

2. The executing officers of the Insurance Surety Bond for Earnest Money/Bid Security shall
clearly indicate in (block letters) his name, designation, Power of Attorney No. / Signing
Power No. as well as telephone/ fax numbers with full correspondence address of the issuing
Guarantee etc.

3. Each page of the Insurance Surety Bond for Earnest Money Deposit shall be duly
signed/initialled by the executing officers and the last page shall be signed in full, indicating
the particulars as aforesaid (sub-para 2) under the seal of the Insurance Company.

4. Stamp paper shall be purchased in the name of Insurance Company issuing the Insurance
Surety Bond, after the date ‘Notice Inviting Tender’, not more than six (6) months prior to
execution/ issuance of the Insurance Surety Bond. The name of the purchaser should appear at
the back side of stamp paper in the Vendors Stamp. The issuing Insurance Company shall be
requested independently for verification/confirmation of the Insurance Surety Bond issued,
non-confirmation of which may lead to rejection of ‘Insurance Surety Bond’.

5. Irrevocable, valid and fully enforceable Insurance Surety Bond in favor of the Employer
(Name of Employer) issued by any Insurance Company registered under Insurance Act 1938 or
as amended from time to time and approved by the Insurance Regulatory Development
Authority of India (IRDAI) in Indian currency (INR) only is acceptable to the Employer.

6. Insurance Surety Bond for Bid security in original shall be submitted along with the Bid.
However, the issuing Insurance Company shall submit an unstamped duplicate copy of
Insurance Surety Bond directly by registered post (A.D.) to the Employer (authority inviting
tenders) with a forwarding letter.
 Annexure-D

FORMAT OF INSURANCE SURETY BOND FOR PERFORMANCE SECURITY

(To be executed on Non-Judicial Stamp Paper of Appropriate value)

Insurance Surety Bond No...........

Date...................................

To,

[Employer's Name & Address]

Dear Sirs,

In consideration of the ... [Employer's Name] ........ (Hereinafter referred to as the ‘Employer’
which expression shall unless repugnant to the context or meaning thereof, include its successors,
administrators and assigns) having awarded to M/s ......[Contractor's Name] ............ with its
Registered/Head Office at ............................. (hereinafter referred to as the ‘Contractor’, which
expression shall unless repugnant to the context or meaning thereof, include its successors,
administrators, executors and assigns), a Contract by issue of Employer’s Letter of Acceptance
No................ dated......... and the same having been acknowledged by the contractor, for ------------
---[Contract sum in figures and words] for ………[ Name of the work] and the Contractor having
agreed to provide a Contract Performance Guarantee for the faithful performance of the entire
Contract equivalent to .......(*)...........of the said value of the aforesaid work under the Contract to
the Employer.

We ................[Name & Address of the Insurance Company] ..........having its Head Office
at...........................(hereinafter referred to as the ‘Surety, which expression shall, unless repugnant
to the context or meaning thereof, include its successors, administrators, executors and assigns) do
hereby guarantee and undertake to pay the Employer, on demand any and all monies payable by
the Contractor to the extent of ..................(*) .................... as aforesaid at any time up to
.........................(@) ...................... [days/month/year] without any demur, reservation, contest,
recourse or protest and/or without any reference to the Contractor. Any such demand made by the
Employer on the Insurance Company shall be conclusive and binding notwithstanding any
difference between the Employer and the Contractor or any dispute pending before any Court,
Tribunal, Arbitrator or any other authority. The Surety undertakes not to revoke this guarantee
during its currency without previous consent of the Employer and further agrees that the
guarantees herein contained shall continue to be enforceable till the Employer discharges this
guarantee or till ………… (+) ……. [days/month/year] whichever is earlier.

The Employer shall have the fullest liberty, without affecting in any way the liability of the
Insurance Company under this guarantee, from time to time to extend the time for performance of
the Contract by the Contractor. The Employer shall have the fullest liberty, without affecting this
guarantee, to postpone from time to time the exercise of any powers vested in them or of any right
which they might have against the Contractor, and to exercise the same at any time in any manner,
and either to enforce or to forbear to enforce any covenants, contained or implied, in the Contract
between the Employer and the Contractor or any other course or remedy or security available to
the Employer. The Insurance Company shall not be released of its obligations under these
presents by any exercise by the Employer of its liberty with reference to the matters aforesaid or
any of them or by reason of any other act or forbearance or other acts of omission or commission
on the part of the Employer or any other indulgence shown by the Employer or by any other matter
or thing whatsoever which under the law would, but for this provision have the effect of relieving
the Insurance Company.

The Surety declares that this Insurance Surety Bond is issued by the ..........(Name of Insurance
Company)as per the applicable rules and regulations of Insurance Regulatory Development
Authority of India (IRDAI) and also agrees that the Employer at its option shall be entitled to
enforce this Guarantee against the Insurance Company as a principal debtor, in the first instance
without proceeding against the Contractor and notwithstanding any security or other guarantee the
Employer may have in relation to the Contractor’s liabilities.

i) Our liability under this Insurance Surety Bond shall not exceed ______ (*) ____.

ii) This Insurance Surety Bond shall be valid up to ________ (+) _________.
iii) We are liable to pay the guaranteed amount or any part thereof under this Insurance Surety
Bond only and only if Employer serves upon Surety a written claim or demand on or
before (@)______

Dated this .............................day of ..........2024........................at..............

WITNESS

................................................ (Signature)...........................

(Signature)

................................................

(Name) (Name)..................................

.................................................. ..........................................

(Official Address) (Designation with Stamp of Insurance

Company)/with staff Authority no.

Complete Address of the Insurance Company with Telephone No. and e-Mail Id.

Notes: 1. (*) This sum shall be five percent (5%) of the Contract Price denominated in the
Indian currency.

(@) This date will be 90 days beyond Contract Service period as specified in
the Contract.

(+) This date will be the date of issue of Defects Liability Certificate.

2. Insurance Surety Bond should be executed on appropriate stamp paper of requisite value,
such stamp paper should be purchased in the name of Issuing Insurance Company, not more
than six (6) months prior to execution / issuance of Insurance Surety Bond. The name of the
purchaser should appear at the back side of stamp paper in the Vendors Stamp. Insurance
Surety Bond should contain rubber stamp of the authorized signatory of the Insurance
 Company indicating the name, designation and signature/ power of attorney number as well
as telephone numbers / e-Mail Id with full correspondence address of the Insurance
Company.

In case the same is issued by an International Insurance Company (it should be registered
under Insurance Act 1938 or as amended from time to time and approved by the Insurance
Regulatory Development Authority of India (IRDAI)), the law prevalent in the country of
execution shall prevail for the purpose of Stamp Duty on the Insurance Surety Bond.
However, in such a case, the Insurance Surety Bond shall be got confirmed through any
Indian Scheduled/Nationalized Insurance Company.

2. Insurance Surety Bond is required to be submitted directly to the Employer by the issuing
Insurance Company (on behalf of Contractor) under registered post (A.D.). The Contractor
can submit an advance copy of Insurance Surety Bond to the Engineer.
3. The issuing Insurance Company shall
write the name of Insurance Company’s controlling branch/ Head Office along with contact
details like telephone no., e-Mail Id and full correspondence address in order to get the
confirmation of BG from that branch/ Head office, if so required.
 ANNEXURE-E
(To be submitted offline as well as uploaded online(scanned copy))

Bank Guarantee in Lieu of Earnest Money Deposit

Bank Guarantee

Date:_____________________
[Name of Contract]

To:
NHPC Limited
NHPC Office Complex,
Sector-33, Faridabad, Haryana-121003 (India)

WHEREAS [name of Bidder] (hereinafter called “the Bidder”) has submitted its Bid dated [date
of bid] for the performance of the above-named Contract (hereinafter called “the Bid”)

KNOW ALL PERSONS by these present that WE [name of bank] of [address of bank]
(hereinafter called “the Bank”), are bound unto [name of Employer] (hereinafter called “the
Employer”) in the sum of: [amount], for which payment well and truly to be made to the said
Employer, the Bank binds itself, its successors and assigns by these presents.

Sealed with the Common Seal of the said Bank this____day of_________20________

THE CONDITIONS of this obligation are the following:

(a) If the Bidder withdraws its bid or varies any terms & conditions, without the consent of
the Employer, in regard thereto during the period of bid validity specified by the
Bidder Or

(b) If the bidder indulges in Corrupt, Fraudulent, Collusive or Coercive practice(s) as

mentioned in the clause 21.0 of ITB or defaults commitments under Integrity Pact
(ITB clause no.22.0) Or

(c) If the successful bidder fails to enter into Contract Agreement when required Or

(d) In the case of a successful Bidder, if the Bidder fails within the specified time limit to
furnish the required performance security, in accordance with GCC/ SCC
WE undertake to pay to the Employer up to the above amount upon receipt of its first written
demand, without the Employer having to substantiate its demand, provided that in its demand the
Employer will note that the amount claimed by it is due to it, owing to the occurrence of any of
above-named Condition/Conditions, and specifying the occurred condition or conditions.

The Bank declares that this Bank Guarantee is issued by the Bank, utilizing the credit limit of
M/s……………(name of contractor).

Notwithstanding anything contained herein above our liability under this Guarantee is limited
to................. (Rupees ............. only) and our Guarantee shall remain in force until........... day of
..........., 201 ............. unless a claim or demand under this Guarantee is made on us in writing, on
or before ...................., we shall be discharged of all liabilities under this Guarantee thereafter.

WITNESS Signed for and on behalf of the Bank

1. ................................................ ...............................
(Signature) (Signature)

................................................ .....................................
(Name) (Name)

................................................ .................................................
(Official Address) (Designation with Bank Stamp)

2. ................................................
(Signature)
Including staff Authority No. with complete
Bank Address with Tel. Fax Nos.
………………………….............

...............................................
(Name)

................................................
(Official Address)
Communication address of the Bank
Name of the contact person
Tel. No.
Fax No.
Email:

1.0 Bank Guarantee for Bid Guarantee in original shall be submitted alongwith the bid.
However, the issuing bank shall submit an unstamped duplicate copy of bank
guarantees directly by registered post (AD) to Employer (authority inviting tenders)
alongwith a forwarding letter.
2.0 The following information should be invariable mentioned on the back side of the
bank Guarantee:
* Vendor’s stamp with full details i.e. name of the Employer in whose favour this
stamp paper has been purchased.
Note:- The stamp papers of appropriate value shall be purchased in the name of Bank
issuing guarantee
 Annexure-F

BILL OF QUANTITIES (BOQ)

Sl Item Qty. Unit Price (FOR Amount

No NHPC
(Nos.) Faridabad (including
inclusive of taxes all taxes and
& duties
duties )

(1) (2) (3) (4) (5) = (3)x(4)

1. AMC Support for three (3) 1 To be quoted

years for Internet Cloud online
based Dashboard for
Monitoring of Hydro Electric
Projects including
modifications in the software
application or database etc. as
per Scope of Work.
(for 3 Years)
2. Charges for hiring of services 1 To be quoted
of MeitY approved cloud online
along as per specification
mentioned in para ‘C’ of
scope of work.
(for 3 Years)
3. Bulk SMS 1 To be quoted
(1,50,000 Nos.) online

4. Bulk Email 1 To be quoted

(1,50,000 Nos.) online
 Annexure-G

Form-5: NON-DISCLOSURE AGREEMENT Form

This non-disclosure agreement ("Agreement") is executed at Faridabad (India) on _______day of

___________2024

Between M/s ………………………………………………………………………

AND

NHPC Limited, a Company registered in and under the provision of the (Indian) Companies Act,
1956 (hereinafter referred to as “NHPC” which expression shall mean and include unless
repugnant to the context, its successors, representatives and permitted assigns) having its
registered office at NHPC Office Complex, Sector-33, Faridabad, Haryana 121003.

WHEREAS:

M/s ……………………………………… is engaged in the business of

…………………………………

NHPC is in the business of Hydropower Generation.

NHPC and M/s ……………………….. are in the process of working out and negotiating a
possible business relationship.

During the course of the above negotiations and during the business relationship, NHPC and
M/s……………………………………………………………….. may disclose to each other
certain information which may be proprietary and/or of confidential nature as more particularly
described below.

NOW THEREFORE in consideration of the mutual protection of Information herein by the parties
hereto and such additional promises and understandings as are hereinafter set forth, the parties
agree as follows:

1. For purposes of Agreement, "Confidential Information" means, with respect to either party,
any and all information in written, representational, electronic, verbal or other form relating
directly or indirectly to the present or potential business, operation or financial condition of
or relating to the disclosing party (including, but not limited to, information identified as
being proprietary and/or confidential or pertaining to, pricing, marketing plans or strategy,
volumes, services rendered, customers and suppliers lists, financial or technical or service
matters or data, employee/agent/ consultant/officer/director related personal or sensitive data
and any information which might reasonably be presumed to be proprietary or confidential in
nature) excluding any such information which (i) is known to the public (through an act or
omission of the receiving party in violation of Agreement); (ii) is lawfully acquired by the
receiving party from an independent source having no obligation to maintain the
confidentiality of such information; (iii) was known to the receiving party prior to its
disclosure under Agreement; (iv) was or is independently developed by the receiving party
without breach of Agreement; or (v) is required to be disclosed by governmental or judicial
order, in which case the party so required shall give the other party prompt written notice,
where possible, and use reasonable efforts to ensure that such disclosure is accorded
confidential treatment and also to enable such other party to seek a protective order or other
appropriate remedy at such other party's sole costs.
2. Agreement does not obligate either party to disclose any particular proprietary information;
to purchase, sell, license, transfer, or otherwise dispose of any technology, services, or
products; or to enter into any other form of business, contract or arrangement. Furthermore,
nothing contained hereunder shall be construed as creating, conveying, transferring, granting
or conferring by one party on the other party any rights, license or authority in or to the
information provided. The parties shall use the Confidential Information only for the limited
purpose of the parties discussing the possibility of hiring of Cloud Video Conferencing
service subscription and for the purposes of a future business relationship or agreement that
may be entered into in this regard and for no other purpose whatsoever.

3. Each party agrees and undertakes that it shall not, without first obtaining the written
consent of the other, disclose or make available to any person, reproduce or transmit in any
manner, or use (directly or indirectly) for its own benefit or the benefit of others, any
Confidential Information save and except both parties may disclose any Confidential
Information to their Affiliates, directors, officers, employees or advisors of their own or of
Affiliates on a "need to know" basis to enable them to evaluate such Confidential
Information in connection with the negotiation of the possible business relationship;
provided that such persons have been informed of, and agree to be bound by obligations
which are at least as strict as the recipient's obligations hereunder. For the purpose of
Agreement, Affiliates shall mean, with respect to any party, any other person directly or
indirectly Controlling, Controlled by, or under direct or indirect common Control with, such
party. "Control", "Controlled" or "Controlling" shall mean, with respect to any person, any
circumstance in which such person is controlled by another person by virtue of the latter
person controlling the composition of the Board of Directors or owning the largest or
controlling percentage of the voting securities of such person or by way of contractual
relationship or otherwise.

4. The receiving party shall use the same degree of care and protection to protect the
Confidential Information received by it from the disclosing party as it uses to protect its own
Confidential Information of a like nature, and in no event such degree of care and protection
shall be of less than a reasonable degree of care.
5. Each party warrants that it has the right to make the disclosures under Agreement. No other
warranties are made by either party under Agreement and all information exchanged under
Agreement is provided "as is". The disclosing party shall not be in any way responsible for
any decisions or commitments made by receiving party in relying on the disclosing party's
Confidential Information.

6. The parties agree to indemnify and keep indemnified each other against all loss and
damage, which the disclosing party may suffer as a result of any breach of Agreement by the
receiving party; provided always that the disclosing party shall forthwith give written notice
to the receiving party of the above loss and damage and satisfactory documentary evidence
of such actual loss and damage.

7. The parties agree that upon termination/expiry of Agreement or at any time during its
currency, at the request of the disclosing party, the receiving party shall promptly deliver to
the disclosing party the Confidential Information and copies thereof in its possession or
under its direct or indirect control, and shall destroy all memoranda, notes and other writings
prepared by the receiving party or its Affiliates or directors, officers, employees or advisors
based on the Confidential Information and promptly certify such destruction.
8. Both parties acknowledge that the Confidential Information coming to the knowledge of
the other may relate to and/or have implications regarding the future strategies, plans,
business activities, methods, processes and or information of the parties, which afford them
certain competitive and strategic advantage. Accordingly, neither party shall use the
Confidential Information in a manner that will jeopardize or adversely affect in any manner
such future strategies, plans, business activities, methods, processes, information, and/or
competitive and strategic advantage of the disclosing party.

9. The parties hereto acknowledge and agree that in the event of a breach or threatened breach
by the other of the provisions of Agreement, the party not in breach will have no adequate
remedy in money or damages and accordingly the party not in breach shall be entitled to
injunctive relief against such breach or threatened breach by the party in breach.

10. No failure or delay by either party in exercising or enforcing any right, remedy or power
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise or
enforcement of any right, remedy or power preclude any further exercise or enforcement
thereof or the exercise of enforcement of any other right, remedy or power.

11. If any dispute arises between the parties hereto during the subsistence or thereafter, in
connection with or arising out of Agreement, the dispute shall be referred to arbitration under
the Arbitration and Conciliation Act of 1996 for adjudication by three arbitrators. Each party
shall appoint one arbitrator within 30 days and the two arbitrators so appointed shall appoint
the third or the presiding arbitrator. If any party fails to appoint the arbitrator as aforesaid
within 30 days, the other party shall have the right to appoint both the arbitrator. Arbitration
shall be held in Delhi. The proceedings of arbitration shall be in the English language. The
arbitrator's award shall be final and binding on the parties.

12. Agreement will be governed exclusively by the laws of India and subject to Clause 11
hereof;, the principal Civil Court of original jurisdiction at Faridabad shall have exclusive
jurisdiction under the Arbitration and Conciliation Act,1996 as amended up to date, to the
extent permitted and where so provided in the said Act.

13. The parties herein expressly agree that amount of stamp payable in respect of Agreement
shall be borne by M/s……………………………….

14. Agreement shall not be amended, assigned or transferred by either party without the
written consent of the other party.

15. Agreement shall remain valid for a period of one (1) year i.e. w.e.f. ………………… to
……………… whose term may be extended by mutual consent in writing of both the parties.
Agreement may be terminated by either party by giving thirty (30) days’ notice in writing to
the other party without assigning any reason whatsoever. The obligations of each party
hereunder will continue and be binding irrespective of whether the discussion between the
parties materialize into a specific understanding/business relationship or not and for a further
period of two (2) year after termination / expiry of the Agreement.

16. Each party will bear its own costs in connection with the activities undertaken in
connection with Agreement.

17. Nothing in Agreement is intended to confer any rights/remedies under or by reason

of Agreement on any third party.
18. Agreement supersedes all prior discussions and writings with respect to the Confidential
Information and constitutes the entire Agreement between the parties with respect to the
subject matter hereof. If any term or provision of Agreement is determined to be illegal,
unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or
invalid provisions or part(s) thereof shall be stricken from Agreement and such provision
shall not affect the legality, enforceability, or validity of the remainder of Agreement.

IN WITNESS WHEREOF the parties hereto have duly executed Agreement as of the date
and year written above.

For & on behalf of For & on behalf of

M/s ……………………………... NHPC LTD.