DESIGN DEVELOPMENT FABRICATION AND SUPPLY OF ENGINE LIFTING CRANE

Name of the bidder/ Firm:

Quotation Ref. No.:

NOTE: 1. All the bidders should mandatory attach this same excel workbook (after filling all the required information) in the offered specification document option in GeM portal. All other supporting documents and catalogue can be uploaded in the other generic documents.

2. All the bidders should mandatory attach all the above mentioned Annexure documents & also the documents mentioned in ANNEXURE-3 Tender Check List

ROTATY WING RESEARCH & DESIGN CENTRE HINDUSTAN AERONAUTICS LIMITED POST BOX No.1783 BANGALORE - 560 017. INDIA

Tender Ref: RC/IMM/8423TLS/583/1

ITEM DESCRIPTION : DESIGN AND FABRICATION OF ENGINE LIFTING CRANE

Name of the bidder/ Firm:

Quotation Ref. No.:

Please indicate your response/ compliance/ acceptance to the following terms (mandatory) and upload as a part of technical bid. Vendors shall submit a comprehensive compliance report stating the actual values which qualify the product for compliance with supporting documents/ datasheets. Merely stating compliance or noted as per your specification etc. is to be avoided. BIDDERS TO ENSURE NO PRICING ASPECT IS INDICATED IN THIS SHEET OR ANY WHERE IN THE TECHNICAL BID EVEN IN THE FORM OF PDF OR ELSE THE OFFER WILL GET SUMMARILY REJECTED.

TECHNICAL SPECIFICATION

Specification / Parameter Description

OTHER TERMS AND CONDITIONS

Supplier seal and signature

ROTATY WING RESEARCH & DESIGN CENTRE HINDUSTAN AERONAUTICS LIMITED POST BOX No. 1783 Bangalore - 560 017. INDIA

ENCLOSURE-4a

DETAILS OF LOCAL CONTENT (to be uploaded along with Technical Bid)

TENDER REF

VENDOR NAME

QUOTATION REF

General Notes: -

B) Additional Information, if any, may be indicated in the below table

Annexure-4

(Type-I)

Format for “Self-Certification” for “Local Content”

(to be provided from Vendor letter head)

Tender Ref. No.:_______________________________ & Date: ___________

HAL-ARDC Division

Bangalore-560037

In consideration of the above referred Tender floated/issued by Hindustan Aeronautics Limited, ARDC Division Bangalore (hereinafter called as “HAL”), I/We M/s____________________of _____________________ (hereinafter referred to as “Bidder”) certify that I/we have offered the products with local content of -----%.

Details of the location(s) at which the local value addition is made:

I/We further certify that, in case we are awarded an order against this tender, the supplies against such order will comply with above indicated Minimum Local Content.

Place :

Designation :

Firm Name & Seal :

(Type – II)

Format for “Auditor’s Certification” for “Local Content”

(to be provided from Vendor letter head)

Tender Ref. No.:_______________________________ & Date: ___________

HAL-ARDC Division

Bangalore-560037

In consideration of the above referred Tender floated/issued by Hindustan Aeronautics Limited,______________Division ___________ (hereinafter called as “HAL”), I/We M/s_________________________ of _____________________ (hereinafter referred to as “Bidder”) certify that I/we have offered the products with local content of -----%.

Details of the location(s) at which the local value addition is made:

I/We further certify that, in case we are awarded an order against this tender, the supplies against such order will comply with above indicated Minimum Local Content.

Place :

Designation :

Firm Name & Seal :

Auditor’s Certification

I/We (legal name of Audit Firm) _______, established in _________ (Full address) represented for signature of this Verification Certificate by (Name and designation of Authorised Representative), hereby certify that:-

The above mentioned Local Content proforma has been examined and all checks of the supporting documentation and accounting records deemed necessary were carried out in order to obtian reasonable assurance that , in our opinon, based on our Verification, the Local Content percentage ___% indicated in the above mentioned format could be achieved by M/s.________ (Name of Vendor) during the manufacture of ____________ (Name of products/equipment).

Certified by:

Statutory Auditor/Cost Auditor/Certified or

Licensed Cost Accountant / Chartered Accountant (as applicable)

Name / Name of Firm

Membership Number / Registration Number

(Seal of verification firm)

ENCLOSURE-C

ELECTRONIC CLEARING SERVICE (CREDIT CLEARING) / RTGS/ NEFT MANDATE FORM

Appendix-VIII

FORM NO.E-5

(Investor/customer’s option to receive payments through Credit Clearing Mechanism)

Name of the Scheme and the periodicity of payment

Address: Telephone No.:

(ii) IFSC Code (of the Branch)

(in lieu of the bank certificate to be obtained as under, please attach a blank cancelled cheque or photocopy of a cheque or front page of your savings bank passbook issued by your bank containing all the above details for verification of the above particulars)

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 or incorrect information, I would not hold the user institution responsible. I have read the option invitation letter and agree to discharge the responsibility expected of me as a participant under the scheme

Signature of the Investor / Customer / Beneficiary

Certified that the particulars furnished above are correct as per our records.

Bank’s Stamp & Signature

TENDER NO: RC/IMM/8423TLS/583/1

Type of Bid: TWO Bid System

ITEM DESCRIPTION: DESIGN AND FABRICATION OF ENGINE LIFTING CRANE

Quotation reference:

Public Procurement Policy for MSEs, order 2012 - Price Preference to MSE a) As per the Policy, Micro and Small Enterprises (MSE) get benefits such as issuance of tender sets free of cost, exemption from payment of Earnest Money Deposit (EMD) and reserving quantity of minimum 25% as L1+15% purchase preference (i.e. opportunity to match with L1 price provided MSE price is within L1+15%), where L1 is a non-MSE vendor. b) Following shall be followed subject to the quoted price of MSE falls within the price band of L1+15% and such MSE agrees to match with L1 price (where L1 is non-MSE vendor): i) In case the tendered item fall under splitable/ divisible category, the MSE shall be allowed to supply 25% of total tendered quantity. ii) In case the tendered item fall under non-splitable/ non-divisible category, the MSE shall be allowed to supply 100% of total tendered quantity. c) In case any item is non-splitable/ non-divisible, the same need to be decided before issuance of the tender and above conditions need to be suitably indicated in the tender accordingly. d) MSME vendors are eligible for the benefits as per this Policy, only if the MSME bidders declare UAM number/ Udyam Registration number and submit the copy of UAM/UAN certificate along with the bid. e) Development Commissioner, Ministry of MSME publishes FAQs & other guidelines related to the Policy from time to time on its website - https://dcmsme.gov.in. f) Efforts to be made by Divisions to develop and register new MSMEs.

In case of placement of contract, items to be delivered at RWR&DC stores dept between 07:00 am to 02:00 pm on working days. If the consignment is received after 02:00 pm HAL is not responsible for any consequences related to non-receipt of items at HAL premises. Accordingly, delivery person / courier agent to be instructed to avoid any return of consignment. One day prior intimation to be given before dispatch of items. Further, please provide driver contact details to Purchase / RWR&DC Stores contact no. 080-22327170 / 2587 . Unloading of consignment to HAL RWR&DC-stores is whole responsibility of vendor.

(a) The product shall be free from defects in materials and workmanship, in conformance to the specification and fit for the intended purpose and undisputed title of the product. All the supplied items shall be covered under warranty for a period of 3 years from the date of acceptance of the system by HAL (refer Annexure-I) b) All the supplied items will be covered under warranty for a period of 3 years from the date of acceptance of the item by HAL during which the vendor shall cover all manufacturing, material and functional defects, and shall attend them free of cost including to & fro transportation. The vendor shall submit the warranty certificate. c During this warranty period, the vendor shall: i) Respond to the issues within 3 working days after receiving breakdown/ emergency calls through phone / e-mail. ii) Attend system breakdown, carry out troubleshooting, and rectify the manufacturing, material and functional defects at free of cost. d) Carry out modification in the documents, Test program & its configuration, and additional documentation pertaining to the test rig, at no cost, as per the operational requirements.

e) If warranty period is less than THREE year, then the charges for balance warranty period should be quoted in the price bid which will be loaded for commercial evaluation.

Uptime During Warranty During the warranty period, the minimum 95% of uptime of product should be maintained. Else, the warranty period will be extended proportionately

Vendors shall note that, HAL without prejudice reserves its rights to terminate the supply agreement due to non-performance by the vendor. Under such an event, Vendor shall promptly refund to HAL the amount paid to them with fifteen (15) percent interest per annum plus Risk Purchase Cost and additional cost incurred by HAL for re-contracting the task and cost of consequent damages due to delay.

Upon termination of the Contract by HAL for any other reason not attributable to Vendor, Vendor shall be entitled to the proportionate charges for the obligation fulfilled either fully or partly up to and as on the date of such termination. However in any case, the maximum liability of HAL is limited to order value to the extent of terminated quantities.

Either party shall have the right to terminate the Purchase Order if the other party fails to perform any material provision of the Purchase Order, provided that the defaulting party does not rectify such failure within 180 days after receipt of written notice of such default from the party specifying such failure.

Arbitration: (Note: Arbitration shall be invoked if the value of the disputed claim is less than Rs 10 Crore only) The Arbitration Proceedings shall be conducted in India under the Indian Arbitration and Conciliation Act, 1996 and its subsequent amendments from time to time. The award of such Arbitration shall be enforceable in Indian Courts only. The arbitration tribunal shall be consisting of Sole Arbitrator, who shall be nominated by both parties mutually within one (1) month from the date of invoking Arbitration clause by the effected party, failing which the Arbitrator may be nominated under the provisions of Indian Arbitration and Conciliation Act, 1996 and its subsequent amendments from time to time. In case if both Parties agree for an Arbitration Tribunal consisting of three Arbitrators, then out of three Arbitrators two Arbitrators shall be appointed by each party to the Contract and the so appointed two Arbitrators shall jointly appoint the third Arbitrator who shall be the Presiding officer. In the event of a vacancy caused in the office of the Arbitrator, the party/parties which/who nominated such Arbitrator shall be entitled to nominate another in the place of retiring/outgoing Arbitrator and the arbitration proceedings shall continue from the stage they were left by the retiring Arbitrator. The seat of Arbitration shall be at Bangalore, India and the language of the Arbitration shall be English. The award of the Arbitration shall be final and binding between the parties to this Contract/PO. Each party shall bear its own cost of preparing and presenting its case. The cost of Arbitration including the fees and expenses of the Arbitrator shall be shared equally between the Parties, unless otherwise awarded by the Arbitration Tribunal. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of other party.

b) Applicable only for MSEs: The Micro, Small and Medium Enterprises Development (MSMED) Act, 2006 provides parties to a dispute (where one of the parties is a Micro or Small Enterprise) to be referred to Micro and Small Enterprises Facilitation Council if the dispute is regarding any amount due under Section 17 of the MSMED Act, 2006. If a Micro or Small Enterprise, being a party to dispute, refers to the provisions in MSMED Act 2006, these provisions shall prevail over the Indian Arbitration and Conciliation Act, 1996

C) Applicable for Settlement of Disputes and Arbitration with PSUs/ DPSUs: (Note: May also refer below guidelines: a) DPE D.O. No. 15(9)/86-BPE(Fin) dt. 29-03-1989 b) HAL Commercial Circular vide no. 59, dt. 25-08-1989 c) O.M. No. 334774/DoLA/AMRD/2019 dt. 31-03-2020 d) HAL CO Circular vide no. HAL/HR/24(9)-2/2022 dt. 26-12-2022)

In the event of any dispute or difference relating to the interpretation and application of the provisions of commercial contract(s) between Central Public Sector Enterprises (CPSEs)/ Port Trusts inter se and also between CPSEs and Government Departments/Organizations (excluding disputes concerning Railways, Income Tax, Customs & Excise Departments), such disputes or differences shall be taken up by either party for resolution through AMRCD (Administrative Mechanism for Resolution of CPSE’s Disputes) as mentioned in DPE OM No. 05/0003/2019-FTS-10937 dated 14-12-2022 and the decision of AMRCD on the said dispute will be binding on both the Parties. Supply and Payment during Arbitration: Supply under the contract shall if reasonably possible continue by mutual agreement during the Arbitration proceedings and no payment due to or payable by HAL, will be withheld without reasonable cause and merely on account of the pendency of such proceedings. Jurisdiction and Governing/Applicable laws: The Court at Bangalore/place of Division only shall have jurisdiction to deal with and to decide any legal matter whatsoever arising out of this contract. This contract shall be governed by and subject to and interpreted and construed in accordance with the Laws of Republic of India, which are in force from time to time. Nothing in this contract shall entitle the Parties to this contract to exercise the rights, privilege and powers conferred under this contract in any manner which will contravene the Laws of India.

consideration to such person, party, firm or institution, whether before or after the signing of this contract / purchase order, the Seller will be liable to refund that amount to the Buyer. The Seller will also be debarred from participating in any RFQ / Tender for new projects / program with Buyer for a minimum period of five years. The Buyer will also have a right to consider cancellation of the Contract / Purchase order either wholly or in part, without any entitlement or compensation to the Seller who shall in such event be liable to refund all payments made by the Buyer in terms of the Contract / Purchase order along with interest at the rate of 2% per annum above LIBOR (London Inter Bank Offer Rate) (for foreign vendors) and Base Rate of SBI (State Bank of India) plus 2% (for Indian vendors). The Buyer will also have the right to recover any such amount from any contracts / Purchase order concluded earlier with Buyer.

II. In the event of termination of contract by either party the supplier shall ensure the following: a. IPRs are transferred to HAL to enable HAL to proceed on the work with other suppliers. Suppliers also will render all assistance till the other suppliers fully take over the balance work. b. Transfer title and deliver all or any part thereof of the supplies, materials, work-in-process, finished Products, Tooling, drawings and data produced or acquired by vendor specifically for the Product being terminated. c. Supplier shall ensure supply of products and its components / spares at least for a period of 10 years from the date of such termination".

ii) GST Registration Number (15-digit GSTIN): If the bidder has multiple business verticals in a state and has separate registration for each vertical, the GSTIN of each vertical is concerned with the supply and service involved, as per the PURCHASE scope of Schedule of Requirements and Price Schedule quoted. If the supply/ service provided is from multiple states, the bidder should mention GST registration numbers for each state separately.

iii) Composition scheme: If the Bidder has opted for a composition levy under Section 10 of CGST, he should declare the fact while bidding along with GSTIN and GST registration certificate.

iv) Exemption from Registration: If a bidder is not liable to take GST registration, i.e., having turnover below threshold, he shall submit undertaking/indemnification against tax liability. Bidder claiming exemption in this respect shall submit a valid certificate from practising Chartered Accountant (CA)/ Cost Accountant with Unique Document Identification Number (DIN) to the effect that Bidder fulfils all conditions prescribed in notification exempting him from registration. Such bidder/ dealer shall not charge any GST and/ or GST Cess in the bill/ invoice. In such case, applicable GST shall be deposited under Reverse Charge Mechanism (RCM) or otherwise as per GST Act by the Procuring Entity directly to concerned authorities. Bidder should note that his offer would be loaded with the payable GST under the RCM. Further, Bidder should notify and submit to the Procuring Entity within 15 days from the date of becoming liable to registration under GST.

e) Participation in any capacity by a Bidder (including the participation of a Bidder as sub-contractor in another bid or vice-versa) in more than one bid shall result in the disqualification of all bids in which he is a party. However, this does not limit the participation of a non-bidder firm as a sub-contractor in more than one bid; or f) would be providing goods, works, or non-consulting services resulting from or directly related to consulting services that it provided (or were provided by any affiliate that directly or indirectly controls, is controlled by, or is under common control with that firm), for the procurement planning (inter-alia preparation of feasibility/ cost estimates/ Detailed Project Report (DPR), design/ technical specifications, Terms of Reference (ToR)/ Activity Schedule/ schedule of requirements or the Tender Document etc.) of this Tender process; or g) has a close business or family relationship with a staff of the Procuring Organization who: i) are directly or indirectly involved in the preparation of the Tender document or specifications of the Tender Process, and/or the evaluation of bids; or ii) would be involved in the implementation or supervision of resulting Contract. h) In cases of authorised distributors quoting on behalf of their principal manufacturers, an authorised distributor cannot represent two manufacturers or quote on their behalf in a particular tender enquiry. There can be only one bid from the following: i) The principal manufacturer directly or through an authorised distributor on his behalf; and ii) Authorised distributor on behalf of only one principal.

2.Penalties for Misdemeanors Without prejudice to and in addition to the rights of the HAL to other remedies as per the Tender-documents or the contract, If the HAL concludes that a (prospective) bidder/ Vendor directly or through an agent has committed a misdemeanor in competing for the tender or in executing a contract, the HAL shall be entitled, and it shall be lawful on his part to take appropriate measures, including the following: a) If Bidder/s bids are under consideration in any procurement i Enforcement of Bid Securing Declaration in lieu of forfeiture or encashment of Bid Security. ii Calling off of any pre-contract negotiations, and; iii Rejection and exclusion of Bidder from the Tender Process b) If a contract has already been awarded i Termination of Contract for Default and availing all remedies prescribed thereunder; ii Encashment and/ or Forfeiture of any contractual security or bond relating to the procurement; iii Recovery of payments including advance payments, if any, made by the HAL along with interest thereon at the prevailing rate;

c) Remedies in addition to the above In addition to the above penalties, the HAL shall be entitled for any of the following action/s, and it shall be lawful on his part to: i File information against Bidder or any of its successors, with the Competition Commission of India for further processing, in case of anti-competitive practices; ii Initiate proceedings in a court of law against Bidder or any of its successors, under the Prevention of Corruption Act, 1988 or the Indian Penal Code or any other law for transgression not addressable by other remedies listed in this sub-clause. iii Remove Bidder or any of its successors from the list of registered Vendors for a period not exceeding two years. Vendors removed from the list of registered vendors or their related entities may be allowed to apply afresh for registration after the expiry of the period of removal. iv Initiation of suitable disciplinary or criminal proceedings against any individual or staff found responsible. v Debar a bidder/ Vendor from participation in future procurements without prejudice to HAL’s legal rights and remedies. Debarment shall automatically extend to all the allied firms of the debarred firm. In the case of Joint Venture/ consortium, all its members shall also stand similarly debarred: HAL may debar a bidder or any of its successors from participating in any Tender Process undertaken by all its procuring entities for a period not exceeding two years commencing from the date of debarment for. HAL shall maintain such a list which shall also be displayed on their website. HAL may debar a bidder from participating in any Tender Process undertaken for a period not exceeding three years commencing from the date of debarment for misdemeanors. HAL shall maintain such a list which shall be circulated to all its Divisions

3.Exit Clause Exit criteria: The contract/order may be terminated under the following circumstances: i) In the event of unsatisfactory performance by the Seller during the contract period, or any of the information provided by the Seller is found to be untrue, or Seller is found to have attempted to influence any person involved with the contract through unethical means, the contract shall be terminated with 1 month advance notice without any financial implication to Buyer. Notwithstanding the foregoing, in cases where it is found that a Seller is engaged in unethical practices, they shall be barred from participating in the future contracts for a period of 3 years. ii) If there is change in Buyer requirement, contract shall be terminated with 1 month advance notice. The liability of Buyer in this case will be agreed mutually. In the event of termination of contract by either party the Seller shall ensure the following: a) IPR’s are transferred to Buyer to enable Buyer to proceed on the work with other Seller. Seller also will render all assistance till the other Seller fully take over the balance work. (If applicable) b) Transfer title and deliver all or any part thereof of the supplies, materials, work-in-progress, finished Products, Tooling, drawings and data produced or acquired by Seller specifically for the Product being terminated. c) Supply of products and its components / spares at least for a period of 2 years from the date of such termination. iii) The Seller is declared bankrupt or becomes insolvent. iv) The delivery of material is delayed due to causes of Force Majeure by more than 3 months. v) Based on the decision of the Arbitration Tribunal.

4.Termination for Default of Vendor or for other reasons HAL shall have the right to short close present Contract in part or in full by giving 1 month prior notice to the Vendor, in any of the following cases:- a) The work is delayed or cancelled for causes attributable to force majeure. b) The requirement is withdrawn by HAL’s Customer. c) The Vendor is declared bankrupt or becomes insolvent. d) It is noticed that the firm has utilized the services of any agent to get the resulting Order and paid any commission to such agent. e) As per decision of the Arbitration Tribunal. f) In case any part of the Order is subcontracted by the Vendor without prior permission of HAL. g) If the performance of the Vendor is not found satisfactory during the execution of work. In any of the above stated case, no claim of damage etc., by the Vendor will be allowed. (Note: In case if the Vendor is insisting to have a mutual Termination clause, where either of the Party can Terminate the RFQ’s/contracts/PO’s due to the default of the other, then the user may use the below clause, subject to the below clause not to be used in RFQ’s/contracts/PO’s voluntarily from our end.)

5. Termination for Default of Either of the Party (mutual termination) Either of the Party shall have the right to short close present Contract in part or in full by giving 1-month prior notice to the other Party, in any of the following cases: - a) The work is delayed or cancelled for causes attributable to force majeure. b) The requirement is withdrawn by the end Customer. c) Either of the Party is declared bankrupt or becomes insolvent. d) It is noticed that either of the Party has violated/breached the Integrity. e) As per decision of the Arbitration Tribunal. f) Either of the Party has assigned the contract to a third party without prior permission from other party. g) If the performance of either of the Party is not found satisfactory to the other Party during the execution of work. In any of the above stated case, no claim of damage etc., by the defaulting Party will be allowed.

6. Insolvency If Vendor enters into liquidation, whether compulsory or voluntary (other than amalgamation or reconstruction with another party taking over all its rights as well as commitments) or becomes insolvent or suffers a receiver of the whole or part of its asset to be appointed, i) Shall forthwith notify the same to HAL before initiating any liquidation process and the HAL shall have the right without prejudice to his other rights or remedies to terminate the unexecuted part of this Contract. ii) In such an event, HAL shall become entitled forthwith to get the refund within 30 days of all the advance payments received by Vendor and expenditure incurred by as a part of its obligations under this contract it has not fulfilled. In such an event if applicable, Vendor is liable for return of any materials/items (including drawings, designs etc) to HAL, which are held at his end as a part of the obligations under this contract.

7. Indemnity The successful bidder/Vendor shall defend, indemnify and hold HAL harmless from and against all actions, causes of action, liabilities, claims, suits, judgment, liens, awards, damages of any kind and nature whatsoever and expenses and costs of litigation to the extent such claims arise out of infringement of any IPR, patent, copyright, trademark or involve wrongful use of trade secret or confidential information or negligence attributable to the Vendor.

8. Appropriation Whenever under this contract any sum of money is recoverable from any payable by the vendor, HAL shall be entitled to recover such sum by appropriating in part or whole by deducting any sum then due or which at any time thereafter may become due to the vendor in this or any other contract entered by HAL as a whole its Divisions and Branch Offices etc., held by him alone or in partnership with others. Should this sum be not sufficient to cover the full amount recoverable, the vendor shall pay to HAL on demand the remaining balance due.

9.Statutory Variation Clause Unless otherwise stated in the contract, statutory increase in applicable GST rate only during the original delivery period shall be to Procuring Entity’s/Buyer account. Any increase in the rates of GST beyond the original completion date during the extended delivery period shall be borne by the Vendor. The benefit of any reduction in GST rate must be passed on to the Procuring Entity/Buyer during the original and extended delivery period. However, GST rate amendments shall be considered for quoted HSN code only, against documentary evidence, provided such an increase of GST rates takes place after the last date of bid submission.

2.Confidentiality clause for Data Sharing with Sub-contractors For the purpose of this Tender/Contract/Agreement, the Bidder/Vendor shall not store, copy or disclose HAL’s data and information whether in written, machine readable or other tangible form or disclosed orally, that is of value to HAL. Also, Bidder/Vendor agrees to use HAL’s data only for the purpose under this Tender/Contract/Agreement, restrict disclosure to any other person or entity or third party and shall safeguard the provided data including from cyber security risks etc. Bidder/Vendor should promptly return within 90 days HAL’s data in original media and should not keep HAL’s data, upon expiry of Tender/Contract/Agreement or early termination of Contract/Agreement and certify that HAL’s data has been deleted permanently. Non-adherence to this confidentiality clause by the Bidder/Vendor shall be treated, as a material breach of this Tender/Contract/Agreement. The provisions of this clause shall survive and remain in force notwithstanding the termination or expiry of this Contract/Agreement.

3 IPR for Development Activities & Infringement of Third Party IPR (Note: In the development orders, where technical inputs/assistance is provided to the vendors/OEM, the Intellectual Property Rights (IPR) will rest with HAL. Vendor will not directly deal with HAL’s customer for these items) Part – A: IPR Clause for Development Activities taken up at the Behest of HAL: a) Vendor agrees that HAL shall be the sole owner of all Intellectual Property (IP) generated in the performance of this Contract by or on behalf of Vendor with the aid of either funding and/or technical inputs from HAL (hereinafter referred to as ‘Foreground IP’). If applicable and to the extent that Vendor sub-contracts performance of any part of the Contract, the Vendor shall ensure that any Foreground IP arising from such work of its sub-contractor/s shall be assigned to HAL absolutely. Vendor hereby assigns and agrees to assign all rights and interest in the Foreground IP to HAL. Vendor shall share with HAL, all documentation necessary for HAL to exercise its rights to Foreground IP. If required by HAL, Vendor shall assist HAL in registering the Foreground IP in favour of HAL. b) Vendor grants to HAL an irrevocable, non-exclusive, world-wide, royalty-free license to sell, offer for sale, use, execute, release, disclose, and distribute the developed Supplies/Services/Products, which may contain Background IP. Background IP shall mean and include all pre-existing inventions and IP necessary for HAL to exercise its rights to Foreground IP. c) Vendor shall indemnify and protect at its own cost, HAL in respect of cost/claims/ liabilities (including attorney’s fees and associated costs of legal proceedings) arising from any violation of Intellectual Property Rights of any third party with respect to Supplies/Services provided by Vendor. If HAL or HAL’s customer/s are unable to put to use the Supplies/Services or a portion thereof as a result of violation of the Intellectual Property of any third party, Vendor shall within reasonable time at Vendor’s own cost either,

i) procure for HAL and HAL’s Customer/s the right to continue using the Supply/Service or, ii) replace or modify the Supplies/Services so that it becomes non-infringing or, iii) compensate HAL the amount equivalent to the cost of supplies procured/ to be procured, development cost already paid to Vendor and damages suffered by HAL arising due to inability to put to use the supplies/services or a portion thereof. d) In case the Vendor receives a requirement/ request for supply or repair of deliverables of this contract directly from any third party including HAL’s customers, such request shall be forwarded to HAL. a) HAL shall have the right to use the Supplies/Services procured under the contract that may contain any Intellectual Property/ Intellectual Property Rights. Vendor shall indemnify and protect at its own cost, HAL in respect of cost/claims/ liabilities (including attorney’s fees) arising from any violation of Intellectual Property Rights of any third party with respect to Supplies/Services provided by Vendor. If HAL or HAL’s customer/s are unable to put to use the Supplies/Services or a portion thereof as a result of violation of the Intellectual Property of any third party, Vendor shall within reasonable time at Vendor’s own cost either, Intellectual Property for the purpose of this clause includes inventions, discoveries and improvements; know-how, works of authorship, technical data, drawings, specifications, process information, reports and documented information; and computer software (including without limitation, source code, object code, source code listings and object code listings that would enable the software to be reproduced or recreated), topology of integrated circuits, databases or any other such results of intellectual activity.

Part – B: IPR Clause for indemnification of HAL in case of Infringement of Third Party IPR: i) procure for HAL and HAL’s Customer/s the right to continue using the Supply/Service or, ii) replace or modify the Supplies/Services so that it becomes non-infringing or, iii) compensate HAL the amount equivalent to the cost of supplies procured/ to be procured, development cost already paid to Vendor and damages suffered by HAL arising due to inability to put to use the supplies/ services or a portion thereof. Intellectual Property for the purpose of this clause includes inventions, discoveries and improvements; know-how, works of authorship, technical data, drawings, specifications, process information, reports and documented information; and computer software(including without limitation, source code, object code, source code listings and object code listings that would enable the software to be reproduced or recreated), topology of integrated circuits, databases or any other such results of intellectual activity.

2 Counterparts: This Agreement/Contract shall be signed in two counterparts, each of which will be deemed as an original document.

3 Survival of Special Clauses: The clauses dealing with arbitration and confidentiality shall survive and continue to have effect after the expiry or termination for any reason whatsoever of the services placed.

4 Assignment/Subcontract Neither of the parties of this contract shall be entitled without the other party’s consent to assign or transfer to a third party all or part of the benefits or obligations of this contract/PO. Provided the assigning party shall issue prior notice of 30 days to the other party conveying its intention to assignment/subcontract to third party and the other party whose consent is sought shall not delay more than 30 days from the date of receipt of such request.

5 Amendment to Contract/PO Any amendment to Contract/ Purchase Order would be enforceable only if made in writing and duly signed by authorized representatives of both the parties hereto.

6 Waiver Failure of either Party at any time to enforce any of the provisions of this Contract/PO shall not per se constitute a waiver by that Party of any such provisions nor in anyway affect the validity of the Contract/PO or any part hereof.

7 Entire Agreement This Contract/PO contains the entire agreement between the parties with respect to the subject matter of this Contract/PO and supersedes any prior representations or agreements, oral or written, and all other communications between the parties relating to the subject matter of this Contract/PO. This Contract/PO will not be varied except in writing signed by an authorized representative of each Party.

Summary of Complinace Statement

If your quotation doesn't accompany the duly filled commercial terms & conditions, it will be presumed that all the terms & conditions here above are accepted as whole.

Supplier seal and signature of vendor.

TENDER NO. RC/IMM/8423TLS/583/1

PRICE FORMAT

VENDOR NAME

QUOTATION REF

General Instructions: - The price bid should be complete in all respects and inline with the format given below. - While pricing, relevant tender documents (for details like quantity, deliverables and other details including Main Tender document, Terms & Conditions, Technical Specification, should be referred apart from instructions given under heading “Note” in price format.

*Please fill in green cells"

TOTAL VALUE

General Notes: -

Additional Information, if any, may be indicated in the below table