Expression of Interest For Empanelment of technology partners for

Expression of Interest For Empanelment of technology partners for RUGGEDIZED TABLET PC WITH EMBEDDED BIOMETRIC SYSTEM ITI Limited Bangalore Plant Page 1 of 21

PART 1 INTRODUCTION ITI Limited, a Public Sector Undertaking under the Department of Telecommunications, Ministry of Communications & IT, is a leading Telecom equipment manufacturer and solution provider in India. The major customers are BSNL, MTNL, Defence, Paramilitary forces and Railways. ITI seeks the partnership from Reputed Technology Providers for back to back business of RUGGEDIZED TABLET PC WITH EMBEDDED BIOMETRIC SYSTEM as per the list at Annexure-1. Initially, ITI may procure fully finished equipments from the partner for initial supplies and for evaluation. ITI will opt for manufacturing at ITI with SKD/CKD kits depending on feasibility in the subsequent phases. The Technology Partner shall be ready to support ITI for all Purchase orders of customers for bidding / supply of RUGGEDIZED TABLET PC WITH EMBEDDED BIOMETRIC SYSTEM. Product support to be provided for minimum 5 years. With this background, ITI invites business proposal from Technology providers of RUGGEDIZED TABLET PC WITH EMBEDDED BIOMETRIC SYSTEM who are fulfilling the following conditions to address business opportunity for the said product. PART 2 SCOPE OF THE WORK ITI plans to address RUGGEDIZED TABLET PC WITH EMBEDDED BIOMETRIC SYSTEM business opportunities coming from State / UT, Defence, Police Departments, Public sector undertakings etc. Through this EoI ITI intends to partner with OEMs with experience of Design, Supply, Installation, Commissioning and Maintenance of RUGGEDIZED TABLET PC WITH EMBEDDED BIOMETRIC SYSTEM ( RUGGEDIZEDTABLET PC ). Initially, ITI wants to take up the project on a back-toback business model wherein ITI would be the lead bidder for participation in RFP / Tender etc. and after getting Work Order / PO from Customer, the whole work would be given to selected partner for execution on back to back basis i.e. the selected partner will execute all the works as per terms & conditions of Customer s Work order / PO ITI also intends to manufacture some of these products at a later stage after analysing the technical feasibility and commercial viability by utilizing the infrastructure and human resources available with ITI. With this background, ITI invites proposal from OEMs or an Indian Registered Companies having technology tie-up with an Original Equipment Manufacturer, hereinafter referred to as Bidder, to address customer specific applications and various /RFP/Tenders for RUGGEDIZED TABLET PC WITH EMBEDDED BIOMETRIC SYSTEM. A separate MOU will be signed between the selected partner & ITI. Page 2 of 21

PART 3 CRITICAL INFORMATION Submission of a proposal in response to this notice shall be deemed to have been done after careful study and examination of this document with full understanding of its terms, conditions and implications. Sl. Information Details No. 1. EOI Ref. and Date ITI/BGP/BD&M/EOI/RUGGEDIZEDTABLET PC Dated 11-08-2017 2. Last date for submission of 26-09-2017 written queries for clarifications 3. Release of response to 29-09-2017 clarifications on www.itiltd-india.com 4. Last date for submission of EOI 06-10-2017 proposal 5. Address at which proposal in response to EOI is to be submitted DGM (MM) Bangalore Plant, ITI limited, Doorvaninagar Bangalore - 560 016. Phone No.: 080-28503662 6. Opening of responses / EOI 07-10-2017 PART 4 ELIGIBILITY CONDITIONS 1. The Bidder shall have the design capability for the RUGGEDIZED TABLET PC WITH EMBEDDED BIOMETRIC SYSTEM as per the list enclosed at Annexure-I of this EOI to enable ITI to manufacture, supply and maintenance of RUGGEDIZED TABLET PC WITH EMBEDDED BIOMETRIC SYSTEM for various customers. Proof for design capability shall be enclosed. 2. The bidder should be registered Indian Company having In-house R&D facility in India. Details about R&D facility to be enclosed. 3. The Bidder shall have support centre in Bangalore. If not already having, should submit undertaking to open the facility within 3 months after signing the MoU. 4. The Bidder shall have a sound financial background with cumulative turnover of Rs.5 Cr for the last 3 years. Audited Balance sheet for 3 years to be enclosed. 5. The Bidder shall have sufficient manpower to carry out the R&D, TOT activities. Technical Manpower list with qualification to be enclosed. 6. The Bidder shall not be black listed by any Govt. Agency. Page 3 of 21

PART 5 GENERAL CONDITIONS 1. Bidders shall send their proposal in single sealed cover to the following address: DGM (MM) Bangalore Plant, ITI limited, Doorvaninagar Bangalore - 560 016. Phone No.: 080-28503662 E - Mail: snp_bgp@itiltd.co.in 2. Period of Validity of offers: The offer shall remain valid for a period of at least 180 days from the due date of bid submission. Offers valid for a shorter period shall be rejected. 3. The last date for receiving the proposal 06-10-2017 16.00 hrs. 4. In case the date of submission of bid is declared to be a holiday, the bid may be submitted on the next working day of ITI. 5. In case there are any clarifications on this notification, please contact DGM (MM) at snp_bgp@itiltd.co.in. 6. Late offer: Any offer received after the prescribed timeline shall be rejected and shall be returned unopened to the vender. 7. Language of offers: The offers prepared by the vendor and all the correspondences and documents relating to the offers exchanged by the vendor, shall be in English language. 8. Award of Contract: After completing evaluation and selection of Technology Partner based on the offer and further negotiations, if any, ITI shall enter into a TOT agreement and Memorandum of Understanding with the vendor after which both parties viz., ITI and the vendor shall further pursue tenders/ orders with customers. 9. Currency of Purchase Order: ITI will place Purchase Order on Bidder in INR. Any foreign exchange variation shall be borne by the Bidder. 10. Liquidated Damages/Penalty: LD/penalty incurred on account of short closure of order, delay in supply, technical evaluation, installation, Site acceptance test, system commissioning, product failure during warranty if any and deficiency in Warranty and AMC services (attributable to the bidder) shall be borne by the bidder. 11. Authorized Signatory: All certificates and documents received as part of the offer shall be signed by the Authorized Representative (signing is not mandatory for technical manuals or documentation). The power or authorization, or any other document consisting of adequate proof of the ability of the signatory to bind the vendor shall be submitted if demanded by ITI. 12. ITI reserves the right to suspend or cancel the EoI process at any stage, to accept, or reject any, or all offers at any stage of the process and / or to modify the process, or any Page 4 of 21

part thereof, at any time without assigning any reason, without any obligation or liability whatsoever. 13. Cost of EOI: The vendor shall bear all costs associated with the preparation and submission of its EOI, including cost of presentation for the purposes of clarification of the offer, if so desired by ITI. ITI will in no case be responsible or liable for those costs, regardless of the conduct or outcome of the EOI process. 14. The Vendor shall be ready to give clarifications on any part of the offer to ITI. 15. Amendment of EOI: At any time prior to the last date for receipt of offers, ITI, may, for any reason, whether at its own initiative or in response to a clarification requested by a prospective vendor, modify the EOI document by an amendment. In order to provide prospective vendor reasonable time in which to take the amendment into account in preparing their offers, ITI may, at their discretion, extend the last date for the receipt of offers and/or make other changes in the requirements set out in the Invitation for EOI. 16. Disclaimer: ITI and/or its officers, employees disclaim all liability from any loss or damage, whether foreseeable or not, suffered by any person acting on or refraining from acting because of any information including statements, information, forecasts, estimates or projections contained in this document or conduct ancillary to it whether or not the loss or damage arises in connection with any omission, negligence, default, lack of care or misrepresentation on the part of ITI and/or any of its officers, employees. PART 6 BID DOCUMENTS 1. The Bid documents will be available online through ITI portal www.itiltd-india.com and https://eprocure.gov.in/cppp/ 2. The offers shall be submitted in a single cover (clearly marked as EOI for Empanelment of technology partners for RUGGEDIZED TABLET PC WITH EMBEDDED BIOMETRIC SYSTEM which shall contain the following two sealed covers inside. 3. The first cover (clearly marked as Technical BID) shall contain the following documents: - a) Clause-by-clause compliance to Annexure I for RUGGEDIZED TABLET PC WITH EMBEDDED BIOMETRIC SYSTEM given in the Technical Requirements of this EOI. b) Supporting Documents for Technical Bid as per Annexure II and c) Pre-Contract Integrity Pact duly signed as per format given in Annexure IV 4. The second cover (clearly marked as Commercial Bid) shall contain a) Compliance for Commercial Bid as per Annexure III Page 5 of 21

PART 7 EVALUATION PROCESS 1. Each Agency shall submit their proposals which includes both technical and commercial Bid. 2. ITI will constitute an Evaluation Committee to evaluate the responses of the applicants. 3. The Evaluation Committee constituted by ITI shall evaluate the responses to the EOI and all supporting documents & documentary evidence. The committee may seek additional documents as it deems necessary. 4. Each of the responses shall be evaluated to validate competence of the applicant according to the supporting documents specified in this document. 5. The decision of the Evaluation Committee in the evaluation of responses to the Expression of Interest shall be final. No correspondence will be entertained outside the evaluation process of the Committee. 6. The Evaluation Committee reserves the right to reject any or all proposals. PART 8 QUERIES 1. All queries may be sent to the following Officer of ITI by post, or e-mail on or before 26-09-2017. DGM (MM) Bangalore Plant, ITI limited, Doorvaninagar Bangalore - 560 016. Phone No.: 080-28503662 E - Mail: snp_bgp@itiltd.co.in 2. All enquiries / clarifications from the Applicants, related to this EOI, must be directed in writing exclusively to the contact person(s) notified in PART 8 Sl. No.1. Enquiries received after the due date shall not be entertained. 3. The preferred mode of delivering questions is through e-mail. Telephonic responses, if sought for, shall not be treated as valid responses. The queries by the applicants shall be raised in the following format. Sl. NO. Page No. Clause of The EOI Clarification needed Page 6 of 21

PART 9 RESPONSES TO PRE-SUBMISSION QUERIES & ISSUE OF CORRIGENDUM 1. After distribution of the EOI, the contact person notified by ITI will begin accepting written questions from the applicants. ITI will endeavour to provide timely response to all queries. However, ITI makes no representation or warranty as to the completeness or accuracy of any response made in good faith, nor does ITI undertake to answer all the queries that have been posed by the applicants. The responses to the queries from all Applicants will be posted online on www.itiltd-india.com by 29-09-2017. 2. At any time prior to the last date for receipt of EOI, ITI may, for any reason, whether at its own initiative or in response to a clarification requested by a prospective applicant, modify the EOI document by a corrigendum. 3. The corrigendum (if any) shall be posted only online at www.itiltd-india.com and https://eprocure.gov.in/cppp/ 4. Any such corrigendum shall be deemed to be incorporated into this EOI. 5. In order to provide prospective applicants reasonable time for taking the corrigendum into account, ITI may, at its discretion, extend the last date for the receipt of EOI proposals which shall again be notified online through ITI portal www.itiltd-india.com and https://eprocure.gov.in/cppp/ PART 10 TECHNO- COMMERCIAL CONDITIONS 1. Willingness to provide clause-by-clause compliance to Customer specifications and any other technical requirements called for in their RFI / RFP / Tenders / PO as and when released by different agencies/customers. 2. Willingness to support ITI on Back to back terms for addressing all the RFI/RFP/Tender/PO conditions of customers as and when these are released. 3. Willingness to support ITI on Back to back terms for supply, installation & commissioning, maintenance, warranty, repair and AMC and all other support as required for the offered Products / Services / Spares etc. as per Tender / PO requirement. 4. Based on the feasibility, if ITI desires, the bidder shall be ready for Transfer of Technology (ToT) to ITI to manufacture the Equipment at SKD level and at CKD level at a later stage. Transfer of Technology shall include, but not limited to, supply of proprietary items (SKD or CKD form), Training, Manufacturing Documentation, Process Documentation, Technical Support, Warranty, AMC, Repair and maintenance Support and all other support as required. 5. Willingness to provide, EMD (Earnest Money Deposit) and PBG (Performance Bank Guarantee) as per RFP / Tender / PO Terms and conditions of Customer. Page 7 of 21

6. Shall agree to bear LD (Liquidated Damages), penalties and any other recovery / deduction, if any imposed by the customer as per RFP / Tender / Work Order /Purchase Order conditions during back-to-back business. 7. Shall accept payment terms of the Customer on back to back basis i.e., ITI would release the payment to the Partner only on receipt of payment from the Customer and after deducting ITI s margin, LD, penalties and any other recovery / deduction as imposed by the Customer. 8. The bidder shall agree to provide Field Trial / Proof of Concept (PoC) on NCNC (No Cost No commitment) basis in case Customer demands, and shall supply all equipments on temporary basis free of cost, as required for the Field Trial / Proof of Concept (PoC), Demonstration, Testing and Evaluation of the product by ITI or by Customer. 9. Shall provide all technical / field support during evaluation & the related expenditure has to be borne by the bidder. 10. After technical scrutiny and evaluation, the partner will be selected by ITI for addressing future business in India on an exclusive basis. 11. Bidder should have its own offices on PAN India basis with suitable technical hands positioned to take care of installation, commissioning, maintenance etc. PART 11 SPECIAL CONDITIONS 1. The bidder shall be an Original Equipment Manufacturer of RUGGEDIZED TABLET PC WITH EMBEDDED BIOMETRIC SYSTEM either in India or abroad or an Indian Registered Company having technology tie-up with an Original Equipment Manufacturer of RUGGEDIZED TABLET PC WITH EMBEDDED BIOMETRIC SYSTEM for providing turnkey solutions for RUGGEDIZED TABLET PC WITH EMBEDDED BIOMETRIC SYSTEM in India. If the bidder is not an OEM, then he must have technical tie up with OEM with manufacturing facility established in India. Documents supporting the same are to be submitted. 2. The bidder shall have experience in providing turnkey solutions for RUGGEDIZED TABLET PC WITH EMBEDDED BIOMETRIC SYSTEM or related equipments in India or across the globe either directly or through authorized agency in last 5 years. The details of the projects executed by the bidder in India shall be given in the bid document. The bidder or its authorized agency as applicable should also be in possession of required licenses from statutory bodies for providing turnkey solutions for RUGGEDIZED TABLET PC WITH EMBEDDED BIOMETRIC SYSTEM in India. 3. If the bidder is from outside India, then he must have an authorized agency in India [must be an Indian Registered Company] for providing turnkey solutions for Page 8 of 21

RUGGEDIZED TABLET PC WITH EMBEDDED BIOMETRIC SYSTEM along with related system in India i.e. to take care of execution of works as per Customers requirements including field survey, marketing, supply, installation & commissioning, maintenance, warranty, AMC, repairs etc. Such authorized agency should be in operation in India for at least 3 years as on date of EOI. Such authorized agency, once notified - shall not be changed by the bidder, without the approval of ITI. 4. If the bidder is an OEM, either Indian or foreign, and not able to provide turnkey solutions for RUGGEDIZED TABLET PC WITH EMBEDDED BIOMETRIC SYSTEM on its own, shall submit supporting documents for having agreement with their authorized agency [must be an Indian Registered Company] in India who will be responsible for execution of the work on behalf of OEM in India. 5. Copies of audited annual reports & accounts of Profit & Loss statements of the company shall be submitted for the last three years. 6. The bidder shall be an ISO 9000 & ISO 14000 or equivalent certified company and shall submit copies of valid certificates. Page 9 of 21

Annexure I TECHNICAL REQUIREMENTS - RUGGEDIZED TABLET PC WITH EMBEDDED BIOMETRIC SYSTEM Sl. No. Description Specification Compliance System 1 Processor Quad Core, 1.2 GHz minimum 2 RAM 1GB minimum 3 Internal Memory 8GB minimum 4 Micro SD Card To support up to 32GB 5 Display 7" TFT, Capacitive, 5 multipoint touch screen 6 Resolution 1024 * 600 7 GPS GPS 8 Operating System Android 6.0 minimum 9 Language Display rendering and text input in regional languages 10 Battery Type 4500 mah minimum Multimedia 1 Back Camera 5 Mega Pixel minimum 2 Front Camera 0.3Mega Pixel minimum 3 Video Format MPEG-4, H.263, H.264, Windows media 4 Audio Format MP3, WMA, WAV 5 Audio I/O Microphone and High-amplitude speakers Features to be supported (Configurable based on customer needs) STQC certified optical sensor 1 2 Finger Print Scanner Thermal Printer (2 ) ISO SC37, ISO 19794-2/4, ANS/INCITIS 378 template formats UIDAI Aadhaar compliant 500 dpi resolution capture area 14mm x 22mm Multiple fonts, bar code and graphics. Resolution of 0.125 mm dots (8 dots/mm) Page 10 of 21

3 Smart Card Readers (Dual) ISO 7816-1/2/3/4 4 Magnetic Card ISO/IEC 7813 supported cards Reader 3 Track Bi-directional card swipe 5 ISO 19794-6 Standard Iris Scanner 640 x 480 Pixels per eye (External) 8 bit Grayscale 6 SAM 2 slots 7 8 Pin Pad (External) QWERTY Keyboard (External) Shall Include Smartcard / Magnetic swipe. EMV Level 1 & Level 2, PCI PED certified Hard keyboard built in to the leather carry case 9 Other Features RFID, Barcode scanner NFC 10 SIM Dual SIM slots 11 3G WCDMA 2100, HSDPA, UMTS 12 2G Quad Band (GSM850/900/1800/1900 ), EDGE, GPRS Class 12 13 Wi-Fi WIEEE 802.11b/g/n 14 channels 14 Bluetooth v4.0 15 USB Ports 2 Micro-USB Host ports and 1 Mini-USB port Device Support & Mechanical Specs 1 Remote Terminal Mgmt. Subscription based centralized management of field devices 2 Payment Transactions Accepts Debit/Credit & Charge cards 3 Dimensions Length 26cm, Width 14cm, Thickness 3.5cm (min) 4 Weight not more than 900g 5 Carry Case Dust & water resistant leather carry case with strap Ruggedization 1 Drop test Should withstand Multiple drops and tumbles from table top on concrete Page 11 of 21

2 Drop Height Should withstand Min.6 drops from 6 feet 3 Ingress Protection IP 50 - dust proof External IP56 field carry case - water and dust proof 4 Screen thickness 1.5x thicker touch screen for durability Page 12 of 21

Documents in support of meeting the eligibility conditions (Please fill details and enclose supporting documents wherever required & applicable.) Annexure II Sl. No. Description Remarks Page No. 1 Name of the Company 2 Contact Details ( Name, Designation, Landline / Mobile No., Email id, FAX No., website etc. ) 3 Organization Profile 4 Certificate of Incorporation / Registration details 5 Articles & Memorandum of Association with CIN No. 6 Area of Business for which firm is registered 7 Audited Annual Report / Accounts of P&L statements for the financial years (2013-14, 2014-15 & 2015-16) 8 Annual turnover for the Financial years as per audited Accounts (2013-14, 2014-15 & 2015-16) 9 Net worth as per Audited Accounts for the Financial Year (2015-16) 10 GST Registration certificate 11 Copy of PAN certificate 12 Copy of IT returns filed during the past three years 13 Solvency Certificate issued by any scheduled bank during the last 6 months 14 Whether the company is OEM or Technology Partner /Letter from OEM in favour of the signatory. 15 Previous experience of handling similar projects / works (a) (b) Details of POs Executed (Sample PO copies to be enclosed) Copy of Performance / Completion Certificates issued by Customer, if any 16 Previous Experience with ITI Limited, if any 17 Acceptance to bear the cost / expenses related to tender and customer orders. Page 13 of 21

18 Acceptance for all terms and conditions of customer in case of Back to Back basis. 19 Acceptance to partner with ITI on exclusive basis to address the tender of the subject related projects during the contract period with ITI for back-to-back business model 20 Willingness to execute MOU as per mutually agreed terms & conditions. 21 Willingness for life-time product support with AMC. i.e. Repair, Replacement and Spares as per customer requirement. 22 Willingness to incorporate necessary upgradations/modifications in hardware / software by OEM either on its own for improvements or in accordance to the customer requirements, as per tender terms. 23 Willingness to execute TOT agreement as per mutually agreed terms & conditions. (valid for 5 years ) 24 Acceptance to work out the price at the competitive rate jointly with ITI to address tenders / proposals. 25 Acceptance to get Third party certification of the product as per customer requirement at your own cost 26 Man Power Details (a) (b) Technical Non-Technical 27 The infrastructure details (like machinery, instruments etc.) 28 Not Black listed certificate (undertaking). 29 ISO certificate. 30 Details of support centre in Bangalore. 31 Acceptance to set up Field trial / Proof of Concept (PoC) at site in case of customer requirement on No Cost No Commitment (NCNC) basis 32 Any legal cases pending against the company? If any, details to be furnished. 33 If bidder is a foreign company, details of its Indian office / Authorised agency in India should be provided Page 14 of 21

Commercial Requirements Annexure III Sl. No. Description Remarks Page No. 1 Name of the Organization (Company / Partnership firm /Proprietorship concern, etc.) 2 Acceptance for payment 100% on back to back terms as per end customer s tender and/or purchase order terms. i.e., payment will be made on receipt of payment from the end customer. 3 Acceptance for Submission of EMBG, PBG etc.: The Technology Partner shall be ready to submit EMBG, PBG etc. as per end Customer s tender/po directly to the customer. 4 Bidder shall agree for payment of any Liquidated Damages (LD) or any other penalties imposed by the Customers on account of delay or deficiency of service or any other reason attributable to the bidder. 5 Bidder shall give training to concerned ITI officials & Customers both at ITI premises and OEM s premises free of cost. 6 Bidder shall agree modify / update software according to the customer requirement free of cost during the contract period. 7 Bidder shall agree to support ITI for all the terms and conditions of the Purchase Orders from Customers. 8 Bidder shall agree to handle and bear the cost in case of any legal consequences due to IP/license of hardware / software installed for the services mentioned in the EoI. 9 Bidder shall agree to obtain relevant Statutory licenses for operational activities, wherever applicable. 10 Bidder shall agree that the projects initiated during the contract period, will be completed in all respects including AMC, contract obligation with the customer, even if the partnership with ITI is over. Similarly legal formalities / legal cases if any will be supported by the bidder till the end of settlement of all issues. 11 Margin offered to ITI as percentage of customer order value (excluding all taxes and duties) in case of back to back business model. Page 15 of 21

Pre-Contract Integrity Pact Annexure IV This pre-bid pre-contract agreement (hereinafter called the Integrity Pact) is made on day of... the month of.., between, ITI Limited, Dooravaninagar, Bangalore 560016, India, (hereinafter called the "BUYER", which expression shall mean and include, unless the context otherwise requires, his successors in office and assigns) of the First Part and M/s.. (Address of the Bidder) (Hereinafter called the "BIDDER which expression shall mean and include, unless the context otherwise requires, his successors and permitted assigns) of the Second Part. WHEREAS the BUYER proposes to invite Expression of Interest (EoI) for selection / empanelment of technology partner for a technical tie-up with ITI for the marketing/manufacturing of... (Name of the product) and the BIDDER is willing to participate in the EoI as per the terms and conditions mentioned thereon; WHEREAS the BIDDER is a private company/public company/government undertaking/partnership company (strike off whichever is not applicable), constituted in accordance with the relevant law in the matter and the BUYER is a PSU under the Department of Telecommunications, Ministry of Communications & IT, Government of India. NOW, THEREFORE, To avoid all forms of corruption by following a system that is fair, transparent and free from any influence/prejudiced dealings prior to, during and subsequent to the currency of the contract to be entered into with a view to :- Enabling the BUYER to select/ empanel a technology partner for the marketing/ manufacturing of. (name of the product) through the EoI in a transparent and corruption free manner, and Enabling BIDDERs to abstain from bribing or Indulging in any corrupt practice in order to secure the contract by providing assurance to them that their competitors will also abstain from bribing and other corrupt practices and the BUYER will commit to prevent corruption, in any form, by its officials by following transparent procedures. The parties hereto hereby agree to enter into this Integrity Pact and agree as follows: 1. Commitments of the BUYER 1.1 The BUYER undertakes that no official of the BUYER, connected directly or indirectly with the contract, will demand, take a promise for or accept, directly or through intermediaries, any bribe, consideration, gift, reward, favour or any material or immaterial benefit or any other advantage from the BIDDER, either for themselves or for any person, 'organization or third party related to the contract in exchange for an advantage in the bidding process, bid evaluation, contracting or implementation process related to the contract. Page 16 of 21

1.2 The BUYER will during the pre-contract stage, treat all BIDDERs alike, and will provide to all BIDDERs the same information and will not provide any such information to any particular BIDDER which could afford an advantage to that particular BIDDER in comparison to other BIDDERs. 1.3 All the officials of the BUYER will report to the appropriate Government office any attempted or completed breaches of the above commitments as well as any substantial suspicion of such a breach. 2 In case any such preceding misconduct on the part of such official(s) is reported by the BIDDER to the BUYER with full and verifiable facts and the same is prima facie found to be correct by the BUYER, necessary disciplinary proceedings, or any other action as deemed fit, including criminal proceedings may be initiated by the BUYER and such a person shall be debarred from further dealings related to the contract process. In such a case while an enquiry is being conducted by the BUYER the proceedings under the contract would not be stalled. 3 Commitments of BIDDER 3.1 The BIDDER commits itself to take all measures necessary to prevent corrupt practices, unfair means and illegal activities during any stage of its bid or during any pre-contract or post-contract stage in order to secure the contract or in furtherance to secure it and in particular commit itself to the following:- a) The BIDDER will not offer, directly or through intermediaries, any bribe, gift, consideration, reward, favour, any material or immaterial benefit or other advantage, commission, fees, brokerage or inducement to any official of the BUYER, connected directly or indirectly with the bidding process, or to any person, organisation or third party related to the contract in exchange for any advantage in the bidding, evaluation, contracting and implementation of the contract. b) The BIDDER further undertakes that it has not given, offered or promised to give, directly or indirectly any bribe, gift, consideration, reward, favour, any material or immaterial benefit or other advantage, commission, fees, brokerage or inducement to any official of the BUYER or otherwise in procuring the Contract or forbearing to do or having done any act in relation to the obtaining or, execution of the contract or any other contract with the Government for showing or forbearing to show favour or disfavour to any person in relation to the contract or any other contract with the Government. c) BIDDERs shall disclose the name and address of agents and representatives and Indian BIDDERs shall disclose their foreign principals or associates. d) BIDDERs shall disclose the payments to be made by them to agents/ brokers or any other intermediary, in connection with this bid/contract. e) The BIDDER further confirms and declares to the BUYER that the BIDDER is the original manufacturer/ integrator and has not engaged any individual or firm or company whether Indian or foreign to intercede, facilitate or in any way to recommend to the BUYER or any of its functionaries, whether officially or unofficially to the award of the Page 17 of 21

contract to the BIDDER, nor has any amount been paid, promised or intended to be paid to any such individual, firm or company in respect of any such, intercession, facilitation or recommendation. f) The BIDDER either while presenting the bid or during pre-contract negotiations or before signing the contract, shall 'disclose any payments he has made, is committed to or intends to make to officials of the BUYER or their family members, agents, brokers or any other intermediaries in connection with the contract and the details of services agreed upon for such payments. g) The BIDDER will not collude with other parties interested in the contract to impair the transparency, fairness and progress of the bidding process, bid evaluation, contracting and implementation of the contract. h) The BIDDER will not accept any advantage in exchange for any corrupt practice, unfair means and illegal activities. i) The BIDDER shall not use improperly, for purposes of competition or personal gain, or pass on to others, any information provided by the BUYER as part of the business relationship, regarding plans, technical proposals and business details, including information contained in any electronic data carrier. The BIDDER also undertakes to exercise due and adequate care lest any such information is divulged. j) The BIDDER commits to refrain from giving any complaint directly or through any other manner without supporting it with full and verifiable facts. k) The BIDDER shall not instigate or cause to instigate any third person to commit any of the actions mentioned above. l) If the BIDDER or any employee of the BIDDER or any person acting on behalf of the BIDDER, either directly or indirectly, is a relative of any of the officers of the BUYER, or alternatively, if any relative of an officer of the BUYER has financial interest/stake in the BIDDER's firm, the same shall be disclosed by the BIDDER at the time of filing of tender. The term 'relative' for this purpose would be as defined in Section 6 of the Companies Act 1956. m) The BIDDER shall not lend to or borrow any money from or enter into any monetary dealings or transactions, directly or indirectly, with any employee of the BUYER. 4 Previous Transgression 4.1 The BIDDER declares that no previous transgression occurred in the last three years immediately before signing of this Integrity Pact, with any other company in any country in respect of any 'corrupt practices envisaged hereunder or with any Public Sector Enterprise in India or any Government Department in India that could justify BIDDER's exclusion from the tender process. 4.2 The BIDDER agrees that if it makes incorrect statement on this subject, BIDDER can be disqualified from the tender process or the contract, if already awarded, can be terminated for such reason. Page 18 of 21

5 Sanctions for Violations 5.1 Any breach of the aforesaid provisions by the BIDDER or anyone employed by it or acting on its behalf (whether with or without the knowledge of the BIDDER) shall entitle the BUYER to take all or any one of the following actions, wherever required:- a) To immediately call off the pre contract negotiations without assigning any reason or giving any compensation to the BIDDER. However, the proceedings with the other BIDDER(s) would continue. b) To immediately cancel the contract, if already signed, without giving any compensation to the BIDDER. c) To cancel all or any other Contracts with the BIDDER. The BIDDER shall be liable to pay compensation for any loss or damage to the BUYER resulting from such cancellation/rescission. d) To recover all sums paid in violation of this Pact by the BIDDER(s) to any middleman or agent or broker with a view to securing the contract. 5.2 The BUYER will be entitled to take all or any of the actions mentioned above, also on the Commission by the BIDDER or anyone employed by it or acting on its behalf (whether with or without the knowledge of the BIDDER), of an offence as defined in Chapter IX of the Indian Penal code, 1860 or Prevention of Corruption Act, 1988 or any other statute enacted for prevention of corruption. 5.3 The decision of the BUYER to the effect that a breach of the provisions of this Pact has been committed by the BIDDER shall be final and conclusive on the BIDDER. However, the BIDDER can approach the Independent Monitor(s) appointed for the purposes of this Pact. 6 Independent Monitors 6.1 The BUYER appoints Independent Monitor (hereinafter referred to as Monitor) for this Pact in consultation with the Central Vigilance Commission. 6.2 The task of the Monitor shall be to review independently and objectively, whether and to what extent the parties comply with the obligations under this Pact. 6.3 The Monitor shall not be subject to instructions by the representatives of the parties and perform their functions neutrally and independently. 6.4 Both the parties accept that the Monitor have the right to access all the documents relating to the project/procurement, including minutes of meetings. 6.5 As soon as the Monitor notices, or has reason to believe, a violation of this Pact, he will so inform the Authority designated by the BUYER. 6.6 The BIDDER(s) accept(s) that the Monitor has the right to access without restriction to all Project documentation of the BUYER including that provided by the BIDDER. The Page 19 of 21

BIDDER will also grant the Monitor, upon his request and demonstration of a valid interest, unrestricted and unconditional access to his project documentation. The Monitor shall be under contractual obligation to treat the information and documents of the BIDDER with confidentiality. 6.7 The BUYER will provide to the Monitor sufficient information about all meetings among the parties related to the Project provided such meetings could have an impact on the contractual relations between the parties. The parties will offer to the Monitor the option to participate in such meetings. 6.8 The Monitor will submit a written report to the designated Authority of BUYER within 8 to 10 weeks from the date of reference or intimation to him by the BUYER I BIDDER and, should the occasion arise, submit proposals for correcting problematic situations. 7 Facilitation of Investigation 7.1 In case of any allegation of violation of any provisions of this Pact or payment of commission, the BUYER or its agencies shall be entitled to examine all the documents including the Books of Accounts of the BIDDER and the BIDDER shall provide necessary information and documents in English and shall extend all possible help for the purpose of such examination. 8 Law and Place of Jurisdiction 8.1 This Pact is subject to Indian Law. The place of performance and jurisdiction is the seat of the BUYER. 9 Other Legal Actions 9.1 The actions stipulated in this Integrity Pact are without prejudice to any other legal action that may follow in accordance with the provisions of the extant law in force relating to any civil or criminal proceedings. 10 Validity 10.1 The validity of this Integrity Pact shall be from date of its signing and extend up to the contract period with the BUYER in case a contract is signed. In case BIDDER is unsuccessful, this Integrity Pact shall expire after six months from the date of the signing of the contract. 10.2 Should one or several provisions of this Pact turn out to be invalid, the remainder of this Pact shall remain valid. In this case, the parties will strive to come to an agreement to their original intentions. 11 The parties hereby sign this Integrity Pact. Page 20 of 21

BUYER Name of the Officer. OFFICER Designation BIDDER CHIEF EXECUTIVE M/s. (address) ITI Limited (address) Place: Date: Place: Date: Witness: 1... 1. 2... 2. Page 21 of 21